Exhibit 10.08


    
      

    

    EXHIBIT
      10.08


     

     

     

    AMENDMENTAND
      RESTATEMENT

     

    OF
      THE

     

    RETIREMENT
      PLAN
      FOR
      EMPLOYEES

     

    OF

     

    ALLIANCEBERNSTEIN
      L.P.

     

     

    (As
      Amended through November 30, 2006)

     

     

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF
      CONTENTS

    

      
        	
                ARTICLE
                  I

              	 	
                DEFINITIONS

              	 	
                1

              
	 	 	 	 	 
	
                ARTICLE
                  II

              	 	
                ELIGIBILITY
                  FOR PARTICIPATION

              	 	
                17

              
	 	 	 	 	 
	
                ARTICLE
                  III

              	 	
                RETI
                  REMENT ON OR AFTER NORMAL RETIREMENT DATE

              	 	
                19

              
	 	 	 	 	 
	
                ARTICLE
                  IV

              	 	
                VESTING

              	 	
                24

              
	 	 	 	 	 
	
                ARTICLE
                  V

              	 	
                EARLY
                  RETIREMENT AND DISABILITY BENEFIT

              	 	
                26

              
	 	 	 	 	 
	
                ARTICLE
                  VI

              	 	
                OPTIONAL
                  METHODS OF PAYMENT

              	 	
                27

              
	 	 	 	 	 
	
                ARTICLE
                  VII

              	 	
                DEATH
                  BENEFIT

              	 	
                32

              
	 	 	 	 	 
	
                ARTICLE
                  VIII

              	 	
                DIRECT
                  ROLLOVER DISTRIBUTIONS

              	 	
                33

              
	 	 	 	 	 
	
                ARTICLE
                  IX

              	 	
                EMPLOYER
                  CONTRIBUTION AND FUNDING POLICY

              	 	
                34

              
	 	 	 	 	 
	
                ARTICLE
                  X

              	 	
                LIMITATIONS
                  ON BENEFITS

              	 	
                35

              
	 	 	 	 	 
	
                ARTICLE
                  XI

              	 	
                TOP-HEAVY
                  PLAN YEARS

              	 	
                36

              
	 	 	 	 	 
	
                ARTICLE
                  XII

              	 	
                NON-ALIENABILITY

              	 	
                40

              
	 	 	 	 	 
	
                ARTICLE
                  XIII

              	 	
                AMENDMENT
                  OF THE PLAN

              	 	
                45

              
	 	 	 	 	 
	
                ARTICLE
                  XIV

              	 	
                TERMINATION
                  OF THE PLAN

              	 	
                46

              
	 	 	 	 	 
	
                ARTICLE
                  XV

              	 	
                TRUST
                  AND ADMINISTRATION

              	 	
                48

              
	 	 	 	 	 
	
                ARTICLE
                  XVI

              	 	
                CLAIM
                  AND APPEAL PROCEDURE

              	 	
                50

              
	 	 	 	 	 
	
                ARTICLE
                  XVII

              	 	
                MISCELLANEOUS

              	 	
                55

              
	
                 

              	 	 	 	 
	
                ARTICLE
                  XVIII

              	 	
                ADMINISTRATION
                  OF THE PLAN

              	 	
                56

              


      

    

     

    
      
        
          
          

        

        
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    RETIREMENT
      PLAN
      FOR
      EMPLOYEES

    


    OF

    


    ALLIANCEBERNSTEIN
      L.P.

    


    WHEREAS,
      the Retirement Plan for Employees of AllianceBernstein L.P. (the “Plan”)
      (formerly known as the Retirement Plan for Employees of Alliance Capital
      Management L.P.) was originally established effective as of January 1, 1980
      by
      the predecessor of Allied Capital Management L.P.; and

     

    WHEREAS,
      the Plan was amended and restated from time to time to reflect changes in the
      predecessor’s business, certain other changes and changes in applicable law;
      and

     

    WHEREAS,
      the Plan was amended to comply with the Economic Growth and Tax Relief
      Reconciliation Act of 2001 (“EGTRRA”) and other applicable legislation, and the
      provisions reflecting EGTRRA are intended as good faith compliance with the
      requirements of EGTRRA and are to be construed in accordance with EGTRRA and
      guidance issued thereunder; and

     

    WHEREAS,
      any Employee of the Company hired on or after October 2, 2000, is not eligible
      to participate in the Plan.

     

    NOW,
      THEREFORE, the Plan is hereby amended and restated, effective as of January
      1,
      2006, to incorporate all Plan amendments adopted since the Plan was last amended
      and restated and certain additional design changes, changes required to comply
      with applicable law and to reflect the name change of Alliance Capital
      Management L.P. to AllianceBernstein L.P.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      I

    


    DEFINITIONS

     

    The
      following words and phrases as used herein shall, when initially capitalized,
      have the following meanings unless a different meaning is required by the
      context:

     

    1.01    “ACCRUED
      BENEFIT” as of any specified date, means the Retirement Pension, commencing on
      his Normal Retirement Date, earned by a Participant as of such date, which
      shall
      be equal to the Retirement Pension, computed in accordance with Section 3.02,
      to
      which he would have been entitled had he continued as an Employee until his
      Normal Retirement Date, had been credited with one (1) Year of Service in each
      year of employment during such period and had the same Average Final
      Compensation, Final Average Compensation and Past Final Average Compensation,
      as
      applicable, at his date of Retirement as that which he would have had if his
      Average Final Compensation, Final Average Compensation and Past Final Average
      Compensation, as applicable, had been computed as of the date of computation
      of
      his Accrued Benefit, such amounts to be multiplied by a fraction, the numerator
      of which is his number of years of Credited Service as of the specified date,
      and the denominator of which is the number of such years which he would have
      completed as of his Normal Retirement Date.

     

    1.02    “ACTUARIAL
      EQUIVALENT” means, except as provided below, a benefit of equivalent value that
      is actuarially calculated based on an annual investment rate of 6% compounded
      annually and mortality determined in accordance with the UP-1984 mortality
      table
      with ages set back one year.

     

    Notwithstanding
      the foregoing, for purposes of determining actuarial equivalent with respect
      to
      any distribution under the Plan after December 31, 1995:

     

    (a)    whether
      the consent of the Participant (and if applicable, the Participant’s Spouse) is
      necessary prior to distribution of the Participant’s benefit;

     

    (b)    the
      single sum value of the Participant’s benefit; and

     

    (c)    the
      value
      of a benefit under Option 4 or Option 5 provided for in
      Section 6.01;

     

    a
      benefit
      of equivalent value shall be the greater of that determined in accordance with
      the assumptions set forth above, and that determined by applying the Applicable
      Interest Rate for the month of September of the Plan Year immediately preceding
      the Plan Year with respect to which the benefit is being determined and the
      Applicable Mortality Table; provided, however, in no event shall the single
      sum
      value of the Participant’s benefit distributed during the 1996 calendar year be
      less than would result by applying the Applicable Interest Rate for January
      1996
      and the Applicable Mortality Table.

     

    1.03    “ADMINISTRATIVE
      COMMITTEE” or “COMMITTEE” means the administrative committee appointed by the
      Board pursuant to Section 15.02. The term “Investment Committee” shall mean the
      investment committee appointed by the Board pursuant to Section
      18.02.

     

    
      
        
          
          

        

        
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    1.04    “AFFILIATE”
      means any corporation or unincorporated business (i) controlled by, or under
      common control with, the Company within the meaning of Sections 414(b) and
      (c)
      of the Code; provided, however, that for all purposes of the Plan, “Affiliate”
status shall be determined by application of Section 415(h) of the Code, or
      (ii)
      which is a member of an “affiliated service group”, as defined in Section
      414(m)(2) of the Code, of which the Company is a member.

     

    1.05    “ANNUITY
      PURCHASE RATE” means, effective as of July 1, 1994, (a) the interest rate which
      would be used by the Pension Benefit Guaranty Corporation as of the first day
      of
      the Plan Year of the date of the distribution involved for the purpose of
      determining the present value of a single sum distribution in connection with
      the termination of the Plan if the present value of the applicable vested
      Accrued Benefit (using such rate) does not exceed $25,000, or (b) one hundred
      twenty percent of the rate used by the Pension Benefit Guaranty Corporation
      for
      that purpose if the present value of the vested Accrued Benefit, as determined
      in accordance with clause (a) exceeds $25,000, provided that in no event shall
      the present value of a Participant’s vested Accrued Benefit determined by
      application of this clause (b) be less than $25,000; provided that the Annuity
      Purchase Rate with respect to the Accrued Benefit as of such first day of the
      Plan Year shall not be larger than the Annuity Purchase Rate which would have
      been computed under the definition of Annuity Purchase Rate in effect
      immediately prior to July 1, 1994.

     

    1.06    “APPLICABLE
      INTEREST RATE” means an annual investment rate equal to the annual interest rate
      on 30-year Treasury securities as specified by the Commissioner of Internal
      Revenue.

     

    1.07    “APPLICABLE
      MORTALITY TABLE” means the mortality table based on the then prevailing standard
      table (described in Section 807(d)(5)(A) of the Code) used to determine reserves
      for group annuity contracts issued as of the date as of which the value of
      the
      benefit involved is determined (without regard to any other subparagraph of
      Section 807(d)(5) of the Code) that is prescribed by the Commissioner of
      Internal Revenue for purposes of determining the value of benefits.

     

    1.08    (a)
      “AVERAGE FINAL COMPENSATION” means an amount obtained by totaling the
      Compensation of a Participant for the five (5) consecutive full calendar years
      preceding the date of his Retirement or other Termination of Employment,
      whichever is applicable, in which he received his highest aggregate Compensation
      (or his Compensation for his consecutive full calendar Years of Service, if
      less
      than five (5)), and dividing the sum thus obtained by five (5) (or the number
      of
      his full calendar Years of Service if less than five (5)). Notwithstanding
      the
      foregoing, partial calendar Years of Service, other than the year of termination
      of employment, shall be taken into account in determining Average Final
      Compensation, if the Participant completed at least 750 Hours of Service in
      each
      of such partial years. If any partial Year of Service is to be taken into
      account under the preceding sentence, the Compensation for such year shall
      be
      included in the calculation of Average Final Compensation as follows: The
      Compensation for any such partial Year of Service shall be added to the
      Compensation for the full calendar years included in calculating Average Final
      Compensation, and the total of such Compensation shall be divided by the sum
      of
      (i) the number of full calendar years included in calculating Average Final
      Compensation and (ii) the fraction whose numerator is the number of days worked
      during the partial Year of Service (including any weekends, holiday or vacation
      that occur during a continuous period of employment) and whose denominator
      is
      365.

     

    
      
        
          
          

        

        
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    (b)    If,
      during any of the calendar years taken into account in determining a
      Participant’s Average Final Compensation, there was a period during which such
      Participant was an Inactive Participant, or was on unpaid Leave of Absence,
      or
      was compensated for fewer hours than are customary for his job category by
      reason of disability, the Compensation paid in such period shall be included
      in
      his Compensation for such calendar year (solely for the purpose of determining
      Average Final Compensation) at the rate of Compensation he was receiving
      immediately preceding such period.

     

    1.09    “BENEFICIARY”
      means such person or persons as may be designated by a Participant or Retired
      Participant or as may otherwise be entitled, upon his death, to receive any
      benefits or payments under the terms of this Plan.

     

    1.10    “BOARD
      OF
      DIRECTORS” or “BOARD” means the Board of Directors of the general partner of the
      Company responsible for the management of the Company’s business or a committee
      thereof designated by such Board.

     

    1.11    “BREAK
      IN
      SERVICE” with respect to any Employee, means any calendar year in which he
      completes fewer than five hundred and one (501) Hours of Service with Employers
      or Affiliates.

     

    1.12    “CODE”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    1.13    “COMPANY”
      means AllianceBernstein L.P. and any successor thereto; prior to February 24,
      2006, known as Alliance Capital Management, L.P.; and prior to April 21, 1988,
      known as Alliance Capital Management Corporation.

     

    1.14 (a) 
      “COMPENSATION”
      means, for any calendar year, an amount equal to a Participant’s base salary;
      provided that in the case of a Participant whose Compensation from an Employer
      includes commissions, commissions shall be included only up to the annual amount
      of the Participant’s draw against actual commissions in effect at the beginning
      of the Plan Year involved.

     

    (b)    There
      shall be excluded from Compensation overtime pay, bonuses, severance pay,
      distributions on Units representing assignments of beneficial ownership of
      limited partnership interests in the Company, and any amounts paid or payable
      to
      or for a Participant or Retired Participant pursuant to any welfare plan or
      any
      pension plan, profit sharing plan or any other plan of deferred compensation,
      or
      any other extraordinary item of compensation or income.

     

    (c)    Effective
      as of January 1, 2006, Compensation of a Member in excess of $220,000 (or such
      other amount prescribed under Code Section 401(a)(17), including any
      cost-of-living adjustments) shall not be taken into account under the Plan
      for
      the purpose of determining benefits. The increase in the limit provided under
      Section 401(a)(17) of the Code under the Economic Growth and Tax Relief
      Reconciliation Act of 2001 shall only be applied with respect to Participants
      who accrue a benefit under the Plan on or after January 1, 2002.

     

    (d)    For
      any
      year for which Compensation is relevant under the Plan, in connection with
      any
      Employee who is paid based on an annual rate of salary that applies for only
      a
      portion of the year, the Compensation attributable to that portion of the year
      for such Employee shall be equal to the product of (i) such annual rate of
      salary, multiplied by (ii) a fraction, the numerator of which is the number
      of
      pay periods during such year during which such Employee was paid at that annual
      rate of salary, and the denominator of which is 26.

     

    
      
        
          
          

        

        
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    The
      determination of eligible Compensation shall be in accordance with records
      maintained by the Employer and shall be conclusive.

     

    Compensation
      shall include Deemed 125 Compensation. “Deemed 125 Compensation” shall mean, in
      accordance with Internal Revenue Service Revenue Ruling 2002-27, 2002-20 I.R.B.
      925, any amounts not available to a Participant in cash in lieu of group health
      coverage because the Participant is unable to certify that he or she has other
      health coverage. An amount shall be treated as Deemed 125 Compensation only
      if
      the Employer does not request or collect information regarding the Participant’s
      other health coverage as part of the enrollment process for the health
      plan.

     

    1.15    (a)
      “CREDITED SERVICE” means, unless excluded by Subsection (b), an Employee’s Years
      of Service;

     

    (b)    Credited
      Service shall not include:

     

    (1)    With
      respect to all Employees, Years of Service ending on or before December 31,
      1969; or

     

    (2)    Any
      Year
      of Service during any part of which an Employee is an Excluded Employee;
      provided that if the Employee is employed by an Employer after employment with
      an Affiliate who during a period of employment with the Affiliate maintained
      a
“defined benefit plan” within the meaning of Section 414(j) of the Code, the
      service with the Affiliate while an Affiliate upon which the Employees accrued
      benefits under the Affiliate’s plan is based shall be considered Credited
      Service hereunder, but in no event shall any period be counted more than once
      in
      computing a Participant’s Credited Service and any retirement pension related to
      such service shall be taken into account as set forth in Section 3.02(b) of
      the Plan.

     

    1.16    “DEFERRED
      RETIREMENT” means an Employee’s continued employment after his sixty-fifth
      (65th) birthday.

     

    1.17    “DEFERRED
      RETIREMENT DATE” means the first day of the calendar month coincident with or
      next following the date of an Employee’s Retirement provided such Retirement
      occurs after his Normal Retirement Date.

     

    1.18    “DISABILITY”
      means the mental or physical incapacity of an Employee which, in the opinion
      of
      a physician approved by the Administrative Committee, renders him totally and
      permanently incapable of performing his assigned duties with an Employer or
      an
      Affiliate.

     

    1.18.1   “DOMESTIC
      PARTNER” means, in the case of a Participant who dies before his Retirement
      Pension Starting Date, his Domestic Partner (as defined below) on the date
      of
      his death if such Domestic Partner satisfied the requirements for being a
      Domestic Partner as set forth below. “Domestic Partner” is an individual who,
      together with the Participant, satisfies the following requirements: (i) both
      the Participant and the domestic partner are at least 18 years of age; (ii)
      both the Participant and the domestic partner are of the same gender;
      (iii) both the Participant and the domestic partner are mentally competent
      to enter into a contract according to the laws of the state in which they
      reside; (iv) each of the Participant and the domestic partner is the sole
      domestic partner of the other; (v) neither of the Participant nor the domestic
      partner is legally married to any other individual, and, if previously married,
      a legal divorce or annulment has been obtained or the former spouse is deceased;
      (vi) neither of the Participant nor the domestic partner is related by blood
      to
      a degree of closeness that would prohibit legal marriage in the jurisdiction
      in
      which they legally reside, if they were of the same sex; (vii) the Participant
      and the domestic partner reside together in the same residence, have done so
      for
      a period of no less than the most recent six-month period, intend to do so
      indefinitely and share the common necessities of life; (viii) the Participant
      and domestic partner have mutually agreed to be responsible for each other’s
      common welfare; and (ix) the Participant has designated the domestic
      partner as his or her domestic partner by completing and returning an ‘Affidavit
      of Same-Sex Domestic Partnership’ to the appropriate Company person indicated on
      such affidavit.

     

    
      
        
          
          

        

        
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    1.19    “EARLY
      RETIREMENT” means Retirement on or after a Participant’s Early Retirement Date
      and prior to his Normal Retirement Date.

     

    1.20    “EARLY
      RETIREMENT DATE” means the first day of the month coincident with or next
      following the date upon which the Participant shall have attained the age of
      fifty-five (55) and the sum of the Participant’s age and Years of Service equals
      eighty (80).

     

    1.21    “ELIGIBLE
      EMPLOYEE” means any Employee of an Employer other than:

     

    (a)    any
      Employee included in a unit of Employees covered by a collective bargaining
      agreement between an Employer and Employee representatives in the negotiation
      of
      which retirement benefits were the subject of good faith bargaining, unless:
      (i)
      such bargaining agreement provides for participation in the Plan, (ii) the
      Employee representatives represented an organization more than half of whose
      members are owners, officers or executives of such Employer, or (iii) 2% or
      more
      of the Employees who are covered pursuant to that agreement are professionals
      as
      defined in Treasury Regulation Section 1.410(b) - 6(d);

     

    (b)    Employees
      whose principal place of Employment is outside the United States, U.S. Virgin
      Islands, Guam and Puerto Rico;

     

    (c)    an
      individual classified by the Employer at the time services are provided as
      either an independent contractor, or an individual who is not classified as
      an
      Employee due to an Employer’s treatment of any services provided by him as being
      provided by another entity which is providing such individual’s services to the
      Employer, even if such individual is later retroactively reclassified as an
      Employee during all or part of such period during which services were provided
      pursuant to applicable law or otherwise.

     

    (d)    any
      individual listed in Section 2.09 of this Plan.

     

    1.22   “EFFECTIVE
      DATE” means January 1, 1980.

     

    
      
        
          
          

        

        
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    1.23    “EMPLOYEE”
      means an individual described in Sections 3121(d) (1) or (2) of the Code who
      is
      employed by an Employer or an Affiliate.

     

    1.24    “EMPLOYER”
      means the Company and any Affiliate which, with the consent of the Board of
      Directors, has adopted the Plan as a participant herein and any successor to
      any
      such Employer.

     

    1.25    “EMPLOYMENT
      COMMENCEMENT DATE” means:

     

    (a)    the
      first
      day in respect of which an Employee receives Compensation from an Employer
      or an
      Affiliate for the performance of services; or

     

    (b)    in
      the
      case of a former Employee who returns to the employ of an Employer or Affiliate
      after a Break in Service, the first day in respect of which, after such Break
      in
      Service, he receives Compensation from an Employer or Affiliate for the
      performance of services.

     

    1.26    “ENTRY
      DATE” means the first day of each Plan Year.

     

    1.27    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time.

     

    1.28    (a)
      “EXCLUDED EMPLOYEE” means an individual in the employ of an Employer or an
      Affiliate who:

     

    (1)    is
      employed by an Affiliate that is not an Employer; or

     

    (2)    is
      included in a unit of employees covered by a collective bargaining agreement
      between employee representatives and one or more Employers or Affiliates, if
      retirement benefits were the subject of good faith bargaining between such
      employee representatives and such Employer; or

     

    (3)    is
      not an
      Excluded Employee under Paragraph (4) of this subsection (a) and is neither
      a resident nor a citizen of the United States of America, nor receives “earned
      income”, within the meaning of Section 911(b) of the Code, from an Employer or
      Affiliate that constitutes income from sources within the United States, within
      the meaning of Section 861(a)(3) of the Code, unless the individual became
      a
      Participant prior to becoming a non-resident alien and the Company stipulates
      that he shall not be an Excluded Employee; or

     

    (4)    is
      not a
      citizen of the United States, unless the individual (A) was initially engaged
      as
      an Employee by an Employer or an Affiliate to render services entirely or
      primarily in the United States or (B) is an Employee of an Employer which is
      a
      United States entity, and unless, in the case of an individual referred to
      in
      either Subparagraph (A) or (B) of this Paragraph 4, the Company stipulates
      that
      he shall not be an Excluded Employee; or

     

    
      
        
          
          

        

        
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    (5)    is
      accruing benefits and/or receiving contributions under a retirement plan of
      an
      Affiliate which operates entirely or primarily outside the United States other
      than this Plan or the Profit Sharing Plan for Employees of AllianceBernstein
      L.P. unless, in either case, the Company stipulates that he shall not be an
      Excluded Employee; or

     

    (6)    is
      compensated on a commission arrangement which does not provide for payment
      of
      periodic draws against actual commissions earned; or

     

    (7)    is
      a
“leased employee”. For purposes of this Plan, a “leased employee” means any
      person (other than an Employee of the recipient) who pursuant to an agreement
      between the recipient and any other person (“leasing organization”) has
      performed services for the recipient (or for the recipient and related persons
      determined in accordance with Section 414(n)(6) of the Code 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.

     

    (b)    An
      Excluded Employee shall be deemed an Employee for all purposes under this Plan
      except that:

     

    (1)    an
      Excluded Employee may not become a Participant while he remains an Excluded
      Employee; and

     

    (2)    a
      Participant shall not receive any Credited Service for any Year of Service
      during any part of which he remains an Excluded Employee unless the Company
      specifies otherwise.

     

    1.29    “FINAL
      AVERAGE COMPENSATION” means an amount obtained by totaling the Compensation of a
      Participant for the three (3) consecutive full calendar Years of Service (which
      for any such year cannot exceed the taxable wage base in effect for that year)
      ending on or on the last day of the calendar year immediately preceding the
      date
      of his Retirement or other Termination of Employment, whichever is applicable,
      (or his Compensation for the number of his full calendar years and fractions
      thereof then ending if less than three (3)), and dividing the sum thus obtained
      by three (3) (or such number of full calendar years and fractions thereof if
      less than three (3)), but limited to Covered Compensation. Notwithstanding
      the
      foregoing, partial calendar Years of Service, other than the year of termination
      of employment, shall be taken into account in determining Final Average
      Compensation, if the Participant completed at least 750 Hours of Service in
      each
      of such partial years. If any partial Year of Service is to be taken into
      account under the preceding sentence, the Compensation for such year shall
      be
      included in the calculation of Final Average Compensation as follows: The
      Compensation for any such partial Year of Service shall be added to the
      Compensation for the full calendar years included in calculating Final Average
      Compensation, and the total of such Compensation shall be divided by the sum
      of
      (i) the number of full calendar years included in calculating Final Average
      Compensation and (ii) the fraction whose numerator is the number of days worked
      during the partial Year of Service (including any weekends, holiday or vacation
      that occur during a continuous period of employment) and whose denominator
      is
      365. “Covered Compensation” for this Section 1.29 means the average of the
      taxable wage bases for the thirty-five (35) calendar years ending with the
      year
      an individual attains social security retirement age.

     

    
      
        
          
          

        

        
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    1.30    “HIGHLY
      COMPENSATED EMPLOYEE” means an Employee who, with respect to the “determination
      year”:

     

    (a)    owned
      (or
      is considered as owning within the meaning of Section 318 of the Code) at any
      time during the “determination year” or “look-back year” more than five percent
      of the outstanding stock of the Employer or stock possessing more than five
      percent of the total combined voting power of all stock of the Employer (the
      attribution of ownership interest to Family Members shall be used pursuant
      to
      Section 318 of the Code); or

     

    (b)    who
      received “415 Compensation” during the “look-back year” from the Employer in
      excess of $80,000 and was in the Top Paid Group of Employees for the “look-back
      year”.

     

    The
      “determination year” shall be the Plan Year for which testing is being
      performed. The “look-back year” shall be the Plan Year immediately preceding the
“determination year.”

     

    The
      term
“415 Compensation” shall mean compensation reported as wages, tips and other
      compensation on Form W-2 and shall include: (i) any elective deferral (as
      defined in Section 402(g)(3) of the Code) and (ii) any amount which is
      contributed or deferred by the Employer at the election of the Employee and
      which is not includible in the gross income of the Employee by reason of
      Sections 125, 132(f)(4), 401(k) or 457 of the Code. 415 Compensation shall
      include Deemed 125 Compensation, as defined in Section 1.14 of the
      Plan.

     

    The
      dollar threshold amount specified in (b) above shall be adjusted at such time
      and in such manner as is provided in Regulations. In the case of such an
      adjustment, the dollar limits which shall be applied are those for the calendar
      year in which the “determination year” or “look-back year” begins.

     

    In
      determining who is a Highly Compensated Employee, Employees who are nonresident
      aliens and who received no earned income (within the meaning of Section
      911(d)(2) of the Code) from the Employer constituting United States source
      income within the meaning of Section 861(a)(3) of the Code 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 Sections 414(n)(2) and 414(o)(2) of
      the
      Code shall be considered Employees unless such Leased Employees are covered
      by a
      plan described in Section 414(n)(5) of the Code 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”.

     

    1.31    “HIGHLY
      COMPENSATED FORMER EMPLOYEE” means a former Employee who had a separation year
      prior to the “determination year” and was a Highly Compensated Employee in the
      year of separation from service or in any “determination year” after attaining
      age 55. Highly Compensated Former Employees shall be treated as Highly
      Compensated Employees. The method set forth in this Section for determining
      who
      is a “Highly Compensated Former Employee” shall be applied on a uniform and
      consistent basis for all purposes for which the Section 414(q) of the Code
      definition is applicable.

     

    
      
        
          
          

        

        
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    1.32    (a)
“HOUR
      OF SERVICE” means each hour:

     

    (1)    for
      which
      an Employee is paid, or entitled to payment, by an Employer or Affiliate for
      the
      performance of duties for an Employer or Affiliate, credited for the Plan Year
      in which such duties were performed; or

     

    (2)    for
      which
      an Employee is directly or indirectly paid, or entitled to payment, by an
      Employer or Affiliate on account of a period of Leave of Absence, credited
      for
      the Plan Year in which such Leave of Absence occurs; or

     

    (3)    for
      which
      an Employee has been awarded, or is otherwise entitled to, back pay from an
      Employer or Affiliate, irrespective of mitigation of damages, if he is not
      entitled to credit for such hour under any other Paragraph of this Subsection
      (a); or

     

    (4)    during
      which an Employee is on an unpaid Leave of Absence described in Section 1.34(a)
      or (b), credited at the rate of which he would have accrued Hours of Service
      if
      he had performed his normal duties during such Leave of Absence.

     

    (5)    (A)
      solely
      for purposes of Section 1.11, each hour of an Employee’s absence which commences
      on or after January, 1985 by reason of a leave pursuant to the FMLA, the
      pregnancy of such Employee, the birth of a child of such Employee, the placement
      of a child in connection with the adoption of such child by the Employee or
      the
      caring for such child for a period beginning immediately following such birth
      or
      placement.

     

    (B)    under
      this Paragraph (5) an Employee shall be credited with the number of hours which
      would normally have been credited to him but for such absence, or in any case
      in
      which such number cannot be determined, a total of eight (8) Hours of Service
      for each day of such absence, except that no more than 501 Hours of Service
      shall be credited to an Employee for any such period of absence and such Hours
      of Service shall be credited to an Employee only in the Plan Year in which
      such
      period of absence began if such Employee would be prevented from incurring
      a
      Break in Service in such Plan Year solely because of the crediting of such
      Hours
      of Service, or in any other case, in the next succeeding Plan Year.

     

    (C)    Notwithstanding
      the foregoing, an Employee shall not be credited with Hours of Service pursuant
      to this Paragraph (5) unless such Employee shall furnish to the Committee on
      a
      timely basis such information as the Committee shall reasonably require to
      establish

     

    
      
        
          
          

        

        
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    (i)    that
      the
      absence from work is for reasons described in Subparagraph (A) hereof;
      and

     

    (ii)    the
      number of days which such absence continued.

     

    (b)    Except
      as
      provided in Paragraph (a) (5), the number of a Participant’s Hours of Service
      and the Plan Year or other compensation period to which they are to be credited
      shall be determined in accordance with Section 2530.200b-2 of the Rules and
      Regulations for Minimum Standards for Employee Pension Benefit Plans, which
      section is hereby incorporated by reference into this Plan.

     

    (c)    If
      the
      Participant’s compensation while an Employee was not determined on the basis of
      certain amounts for each hour worked, his Hours of Service need not be
      determined from employment records, and he may, in accordance with uniform
      and
      nondiscriminatory rules adopted by the Committee, be credited with forty-five
      (45) Hours of Service for each week in which he would be credited with any
      Hours
      of Service under the provisions of Subsection (a) or (b).

     

    1.33    “INACTIVE
      PARTICIPANT” means:

     

    (a)    an
      Employee who was a Participant during the preceding Plan Year but who, during
      the current Plan Year, neither completed a Year of Service nor incurred a Break
      in Service; and

     

    (b)    an
      Excluded Employee who was a Participant or an Inactive Participant during the
      preceding Plan Year but who, during the current Plan Year, did not incur a
      Break
      in Service.

     

    An
      Inactive Participant shall be deemed a Participant for all purposes under this
      Plan, except that he shall not accrue any benefit hereunder for any Plan Year
      during which he is an Inactive Participant.

     

    1.34    “LEAVE
      OF
      ABSENCE” means:

     

    (a)    absence
      on leave approved by an Employee’s Employer, if the period of such leave does
      not exceed two (2) years and the Employee returns to the employ of an Employer
      or an Affiliate upon its termination; or

     

    (b)    absence
      due to service in the Armed Forces of the United States, if such absence is
      caused by war or other national emergency or an Employee is required to serve
      under the laws of conscription in time of peace, and if the Employee returns
      to
      the employ of an Employer or an Affiliate within the period provided by law;
      or

     

    (c)    absence
      for a period not in excess of thirteen (13) consecutive weeks due to leave
      granted by an Employer, military service, vacation, holiday, illness,
      incapacity, layoff, or jury duty, if the Employee does not return to the employ
      of an Employee or Affiliate at the end of such period.

     

    
      
        
          
          

        

        
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    In
      granting or withholding Leaves of Absence, each Employer or Affiliate shall
      apply uniform and non-discriminatory rules to all Employees in similar
      circumstances.

     

    1.35    “NORMAL
      RETIREMENT DATE” means the first day of the month coincident with or next
      following the sixty fifth (65th) birthday of the Participant or Retired
      Participant.

     

    1.36    “OPTION”
      means any of the optional methods of payment of a Retirement Pension which
      a
      Participant or Retired Participant may elect in accordance with Article
      VI.

     

    1.37    “PARTICIPANT”
      means any individual who has become a Participant in the Plan in accordance
      with
      Sections 2.01, 2.02 or 2.06 and whose participation has not terminated pursuant
      to Section 2.05.

     

    1.38    “PAST
      FINAL AVERAGE COMPENSATION” means the amount which would have been obtained by
      totaling the Compensation of a Participant for the five (5) consecutive full
      calendar Years of Service during the last ten (10) calendar year period ending
      on December 31, 1988 for which the Participant received his highest
      aggregate Compensation (or his Compensation for the number of his consecutive
      full calendar Years of Service ending December 31, 1988 if less than five (5)),
      except that for purposes of Section 3.02(a)(3), the calculation period shall
      end
      on December 31, 1989 rather than December 31, 1988; and dividing said aggregate
      Compensation by five (5) (or such number of consecutive full calendar Years
      of
      Service if less than five (5)).

     

    1.39    “PLAN
      YEAR” means the twelve (12) consecutive month period beginning on January 1 and
      ending on December 31 in any year commencing on or after January 1,
      1980.

     

    1.40    “PRIMARY
      SOCIAL SECURITY BENEFIT”

     

    (a)    means
      the
      estimated old age retirement benefit payable to a Participant under the Federal
      Old-Age and Survivors Insurance System upon his Retirement on his Normal
      Retirement Date or Deferred Retirement Date whichever is applicable; provided,
      however, that (i) in the event that either his Termination of Employment or
      December 31, 1989 occurs before his Normal Retirement Date, his Primary Social
      Security Benefit shall be estimated by computing such benefit, determined
      without regard to any Social Security benefit increases that become effective
      after his Termination of Employment or December 31, 1988, whichever is later,
      as
      if in each calendar year beginning in the calendar year in which occurred the
      earlier of his Termination of Employment or 1989, he continued to receive the
      same Compensation (defined as, Compensation in the calendar year preceding
      the
      earlier of his Termination of Employment or 1989, but including overtime,
      bonuses and commissions otherwise excluded under Section 1.14 (b)), as he
      received in the Plan Year last preceding the earlier of his Termination of
      Employment or 1989; and (ii) the Participant’s calendar year earnings in the
      year of his Employment Commencement Date and for the prior calendar years shall
      be estimated by applying a salary scale, projected backwards, to the
      Participant’s Compensation for the calendar year immediately following the
      calendar year of the Participant’s Employment Commencement Date, such salary
      scale being the actual change in the average wages from year to year as
      determined by the Social Security Administration.

     

    (b)    (1)
      Notwithstanding the provisions of Subsection (a), each Participant may have
      his
      Primary Social Security Benefit determined on the basis on his actual salary
      history for the period ending on the earlier of his Termination of Employment
      or
      the December 31 applicable to the Participant for purposes of Subsection (a)
      within ninety (90) days after the later of (A) his Termination of Employment
      or
      (B) the date on which he is notified of the benefit to which he is
      entitled.

     

    
      
        
          
          

        

        
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    (2)    As
      soon
      as practicable after a Participant’s Termination of employment, the Committee
      shall mail or personally deliver to the Participant a notice informing him
      (A)
      of his right to supply the actual salary history described in Paragraph (b)
      (1),
      (B) of the financial consequences of failing to supply such history and (C)
      that
      he can obtain such actual salary history from the Social Security
      Administration.

     

    1.41    “QUALIFIED
      JOINT AND SURVIVOR ANNUITY” means an annuity for the life of a Participant,
      with, if the Participant is married to a Spouse on his Retirement Pension
      Starting Date, a survivor annuity for the life of such Spouse which is one-half
      (1⁄2) of the amount of the annuity payable during the joint lives of the
      Participant and such Spouse. Any benefit payable in the form of a Qualified
      Joint and Survivor Annuity shall be the Actuarial Equivalent of the
      Participant’s Retirement Pension.

     

    1.42    “QUALIFIED
      PRERETIREMENT SURVIVOR ANNUITY” means:

     

    (a)    in
      the
      case of a Participant who dies after his Early Retirement Date, a monthly life
      annuity for a Participant’s Spouse or Domestic Partner equal to fifty percent
      (50%) of the benefit such Participant would have received had he retired on
      the
      day before his death and commenced receiving his Retirement Pension on such
      date, reduced in accordance with Section 5.01, except that no reduction shall
      be
      made for the joint and survivor factor; and

     

    (b)    in
      the
      case of a Participant who dies on or prior to his Early Retirement Date, a
      monthly life annuity for a Participant’s Spouse or Domestic Partner equal to
      fifty percent (50%) of the benefit such Participant would have received if
      the
      Participant’s Termination of Employment had occurred on the date of his death,
      and such Participant had survived to his Early Retirement Date, had retired
      immediately upon attainment of his Early Retirement Date and immediately
      commenced receiving his Retirement Pension, reduced as provided in Section
      5.01,
      except that a reduction shall be made for the joint and survivor factor. The
      annuity described in this Subsection (b) shall commence to be payable, at the
      election of such Spouse or Domestic Partner , as of the first day of any month
      coincident with or next following the date on which the Participant would have
      attained his Early Retirement Date.

     

    (c)    in
      the
      case of any vested Participant referred to in Section 4.04(a) of this Plan
      (a
“Vested Terminated Participant”) who dies on or prior to his Early Retirement or
      Normal Retirement, a monthly life annuity for the Vested Terminated
      Participant’s Spouse or Domestic Partner equal to fifty percent (50%) of the
      benefit such Vested Terminated Participant would have received if the Vested
      Terminated Participant’s Termination of Employment had occurred on the date of
      his death, and such Vested Terminated Participant had survived to his Early
      Retirement Date, had retired immediately upon attainment of his Early Retirement
      Date and immediately commenced receiving his Retirement Pension, reduced as
      provided in Section 5.01, except that a reduction shall be made for the joint
      and survivor factor. The annuity described in this Subsection (c) shall commence
      to be payable, at the election of such Spouse or Domestic Partner , as of the
      first day of any month coincident with or next following the date on which
      the
      Vested Terminated Participant would have attained his Early Retirement
      Date.

     

    
      
        
          
          

        

        
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    1.43    “REQUIRED
      BEGINNING DATE”

     

    (a)    for
      a
      Participant who is not a 5-percent owner (as defined in Section 416 of the
      Code)
      in the Plan Year in which he attains age 701⁄2 and who attains age 701⁄2 after
      December 31, 1998, April 1 of the calendar year following the calendar
      year in which occurs the later of the Participant’s (i) attainment of age 701⁄2 or
      (ii) Retirement.

     

    (b)    for
      a
      Participant who (i) is a 5-percent owner (as defined in Section 416 of
      the Code) in the Plan Year in which he attains age 701⁄2,
      or (ii)
      attains age 701⁄2
      before
      January 1, 1999, April 1 of the calendar year following the calendar
      year in which the Participant attains age 701⁄2.

     

    1.44    “RETIRED
      PARTICIPANT” means any Participant or former Participant who is entitled to
      benefits pursuant to Article III, IV or V.

     

    1.45    “RETIREMENT”
      means any Termination of Employment, other than by reason of death, on or after
      an Employee’s Early or Normal Retirement Date.

     

    1.46    “RETIREMENT
      PENSION” b)
      means
      the annual pension to which a Participant shall become entitled pursuant to
      Article III, IV or V. Except as otherwise provided in this Plan, such Retirement
      Pension shall be a non-assignable annuity payable in monthly installments,
      each
      of which shall be equal to one-twelfth (1/12th) of the Retirement Pension
      determined pursuant to Article III, IV or V, whichever is applicable. The
      first payment of such Retirement Pension shall be made in accordance with the
      appropriate provisions of Article III, IV or V, and, except as otherwise
      provided in this Plan, the last such payment shall be made on the first day
      of
      the month within which the Retired Participant’s death occurs.

     

    (b)    Nothing
      herein shall affect or lessen the rights of any Participant or Beneficiary
      or
      the right of any Participant to receive a Qualified Joint and Survivor Annuity
      under the provisions of Section 3.03 or to elect any optional form of payment
      under the provisions of Article VI.

     

    1.47    “RETIREMENT
      PENSION STARTING DATE” means the date as of which a Retired Participant’s
      Retirement Pension commences to be payable under the terms of this Plan. A
      Participant’s Retirement Pension Starting Date shall in no event be later than
      the sixtieth (60th) day after the last day of the Plan Year in which occurs
      the
      later of the date on which he attains the age of sixty-five (65) years or the
      date of his Termination of Employment, but in no event later than the
      Participant’s Required Beginning Date.

     

    1.48    “SPOUSE”
      means, subject to applicable federal law:

     

    (a)    in
      the
      case of a Participant who dies before his Retirement Pension Starting Date,
      his
      lawfully married spouse on the date of his death if such spouse was married
      to
      such Participant;

     

    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    (b)    in
      the
      case of a Participant who dies on or after his Retirement Pension Starting
      Date,
      his lawfully married spouse on his Retirement Pension Starting Date;
      and

     

    (c)    a
      former
      spouse of the Participant to the extent provided in a qualified domestic
      relations order as described in Section 414(p) of the Code.

     

    1.49    “SPOUSAL
      CONSENT” means with respect to the election by a married Participant not to
      receive a Qualified Joint and Survivor Annuity pursuant to Section 3.03 as
      a
      Qualified Preretirement Survivor Annuity pursuant to Section 7.02(a) or to
      the
      consent of a Participant’s Spouse to the commencement of a Participant’s
      Retirement Pension pursuant to Section 4.04 or 5.01, that

     

    (a)    the
      Participant’s Spouse consents in writing to such election or Retirement Pension
      commencement, and the Spouse’s consent acknowledges the effect of such election
      and is witnessed by a member of the Committee or by a notary public;
      or

     

    (b)    it
      is
      established to the Committee’s satisfaction that the consent required under
      Subsection (a) hereof is unobtainable because the Participant is unmarried,
      because the Participant’s Spouse cannot be located, or because of such other
      circumstances as the Secretary of the Treasury may by regulation
      prescribe.

     

    Any
      such
      consent and any such determination as to the impossibility of obtaining such
      consent shall be effective only with respect to the individual who signs such
      consent or with respect to whom such determination is made and not with respect
      to any individual who may subsequently become the Spouse of such
      Participant.

     

    1.50    “TERMINATION
      OF EMPLOYMENT” means the date on which an Employee ceases to be employed by an
      Employer or Affiliate for any reason; provided, however, that no Termination
      of
      Employment shall be deemed to occur upon an Employee’s transfer from the employ
      of one employer or Affiliate to the employ of another Employer or
      Affiliate.

     

    1.51    “TOP
      PAID
      GROUP” means the top 20 percent of Employees who performed services for the
      Employer during the applicable year, ranked according to the amount of
“415 Compensation” (determined for this purpose in accordance with Section
      1.30) received from the Employer during such year. All Affiliated Employers
      shall be taken into account as a single employer, and Leased Employees within
      the meaning of Sections 414(n)(2) and 414(o)(2) of the Code shall be considered
      Employees unless such Leased Employees are covered by a plan described in
      Section 414(n)(5) of the Code and are not covered in any qualified plan
      maintained by the Employer. Employees who are non-resident aliens and who
      received no earned income (within the meaning of Section 911(d)(2) of the Code
      from the Employer constituting United States source income within the meaning
      of
      Section 861(a)(3) of the Code shall not be treated as Employees. Additionally,
      for the purpose of determining the number of active Employees in any year,
      the
      following additional Employees shall also be excluded; however, such Employees
      shall still be considered for the purpose of identifying the particular
      Employees in the Top Paid Group:

     

    (a)    Employees
      with less than six (6) months of service;

     

    (b)    Employees
      who normally work less than 171⁄2 hours per week;

    


    
      
        
          
          

        

        
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    (c)    Employees
      who normally work less than six (6) months during a year; and

     

    (d)    Employees
      who have not yet attained age 21.

     

    1.52    “TREASURY
      REGULATIONS” means the regulations promulgated by the Internal Revenue Service
      and the Secretary of the Treasury under the Code.

     

    1.53    “TRUST”
      means the trust forming part of this Plan.

     

    1.54    “TRUST
      FUND” means all the assets of the Plan which are held by the
      Trustee.

     

    1.55    “TRUSTEE”
      means the persons or entity acting, at any time, as trustee of the Trust
      Fund.

     

    1.56    “YEARS
      OF
      SERVICE” means the following:

     

    (a)    all
      Plan
      Years during each of which an Employee completes at least one thousand (1,000)
      Hours of Service;

     

    (b)    for
      an
      Employee employed by the Company as of December 31, 1979, “Years of Service”
shall include any calendar year during which he was employed on a full-time
      basis for the entire year prior to the Effective Date by either the Company,
      or
      Donaldson, Lufkin & Jenrette Inc. (“DLJ”), or an affiliated company of DLJ,
      or Wood, Struthers & Winthrop, Inc. or Pershing Co., Inc.;

     

    (c)    in
      the
      case of any Plan Year consisting of fewer than twelve (12) months, the number
      of
      Hours of Service required to complete a Year of Service shall be determined
      by
      multiplying the number of months in such short Plan Year by eighty-three and
      one-third (83-1/3);

     

    (d)    for
      the
      purpose of applying the rules in Section 4.03 to the eligibility provisions
      in
      Article II, pursuant to Section 2.06(c), Years of Service shall include the
      twelve (12) month period, beginning on an Employee’s Employment Commencement
      Date, during which he has completed one thousand (1000) Hours of Service;
      and

     

    (e)    solely
      for the purposes of the eligibility provisions of Article II and the vesting
      provisions of Article IV and not for purposes of determining Credited Service
      under Section 1.15, in the case of an Employee who was an employee of
      Eberstadt Asset Management, Inc. (“Eberstadt”) on November 20, 1984, service
      with Eberstadt on or prior to such date shall be considered as service with
      an
      Employer or an Affiliate;

     

    (f)    any
      other
      provision of the Plan notwithstanding, including but not limited to
      Section 3.02(b) and the proviso contained in Section 1.13(b)(2) solely for
      the purposes of the eligibility provisions of Article II and the vesting
      provisions of Article IV and not for purposes of determining Credited Service
      under Section 1.15, in the case of an Employee who was an employee of Equitable
      Capital Management Corporation (“ECMC”) on July 22, 1993, service with ECMC
      on or prior to such date shall be considered as service with an Employer or
      an
      Affiliate;

     

    
      
        
          
          

        

        
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    (g)    for
      purposes of determining an Employee’s Early Retirement Date under the Plan, in
      the case of any individual who became an Employee on March 3, 1970, such an
      Employee (whether or not employed on January 1, 1993) shall be credited with
      a
      full Year of Service with respect to calendar year 1970, regardless of whether
      a
      Year of Service would otherwise have been credited under the Plan.

     

    (h)    solely
      for the purposes of the eligibility provisions of Article II and the vesting
      provisions of Article IV and not for purposes of determining Credited Service
      under Section 1.15, in the case of an Employee who was an employee of
      either Shields Asset Management, Incorporated (“Shields”) or Regent Investor
      Services Incorporated (“Regent”) on March 4, 1994 and on that date became
      an Employee of an Employer or an Affiliate, the Employee’s service with Shields
      or Regent on or prior to such date shall be considered as service with an
      Employer or an Affiliate.

     

    (i)    solely
      for the purposes of the eligibility provisions of Article II and the vesting
      provisions of Article IV and not for purposes of determining Credited Service
      under Section 1.15, in the case of an Employee who was an employee of
      Cursitor Holdings, L.P. or Cursitor Holdings Limited (individually and
      collectively, “Cursitor”) on February 29, 1996, and on that date either was
      employed by or continued in the employment of Cursitor Alliance LLC, Cursitor
      Holdings Limited, Draycott Partners, Ltd. or Cursitor-Eaton Asset Management
      Company, the Employee’s service with Cursitor on or prior to that date shall be
      considered as service with an Employer or an Affiliate.

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    ELIGIBILITY
      FOR PARTICIPATION

     

    2.01    Each
      Employee who was a Participant on the Restatement Effective Date shall remain
      a
      Participant hereunder.

     

    2.02    An
      Employee who does not become a Participant pursuant to Section 2.01 and who
      has
      attained age twenty-one (21) shall become a Participant as follows:

     

    (a)    if
      he
      shall have completed one thousand (1,000) Hours of Service during the twelve
      (12) month period beginning on his Employment Commencement Date, he shall become
      a Participant as of the Entry Date of the Plan Year in which occurs the end
      of
      such twelve (12) month period;

     

    (b)    if
      he has
      not satisfied the service requirements of Subsection (a), he shall become a
      Participant as of the Entry Date of the Plan Year immediately following the
      first Plan Year in which he completes one thousand (1,000) Hours of
      Service.

     

    2.03    If
      an
      Employee has not attained age twenty-one (21) on the date on which he satisfies
      the service requirement of Section 2.02, he shall become a Participant on the
      Entry Date of the Plan Year in which he attains his twenty-first (21st)
      birthday.

     

    2.04    If
      the
      Administrative Committee so requests, an Employee who has qualified for
      participation in the Plan shall file with the Administrative Committee a
      statement in such form as the Committee may prescribe, setting forth his age
      and
      giving such proof thereof as the Administrative Committee may
      require.

     

    2.05    A
      Participant shall cease to be a Participant as of either:

     

    (a)    the
      date
      of his Termination of Employment if he incurs a Break in Service during the
      Plan
      Year of such Termination of Employment or in the next succeeding Plan Year;
      or

     

    (b)    the
      first
      day of the first Plan Year in which he incurs a Break in Service, if he incurs
      a
      Break in Service without incurring a Termination of Employment.

     

    2.06    (a)
      A former
      Participant who has incurred a Break in Service following a Termination of
      Employment and who is re-employed by an Employer or Affiliate shall again become
      a Participant on the earlier of:

     

    (1)    his
      most
      recent Employment Commencement Date, if he completes one thousand (1,000) Hours
      of Service during the twelve (12) month period beginning on such date;
      or

     

    (2)    the
      first
      day of the first Plan Year following his most recent Employment Commencement
      Date during which he completes one thousand (1,000) Hours of
      Service.

     

    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    (b)    A
      former
      Participant who has incurred a Break in Service without a Termination of
      Employment shall again become a Participant as of the first day of the
      subsequent Plan Year during which he completes one thousand (1,000) Hours of
      Service.

     

    (c)    If
      the
      provisions of Section 4.03 are applicable to a former Participant, then Section
      2.06(a) or (b) shall be inapplicable, and such former Participant shall again
      become a Participant when he satisfies the provisions of Section
      2.02.

     

    2.07    An
      Employee who is an Excluded Employee on the date on which he would otherwise
      become a Participant pursuant to Sections 2.01, 2.02, 2.03, or 2.06, shall
      become a Participant on the date, if any, on which he ceases to be an Excluded
      Employee, if he is then an Employee.

     

    2.08    Notwithstanding
      any provision of this Plan to the contrary, effective as of December 12,
      1994, contributions, benefits and service credit with respect to qualified
      military service shall be provided in accordance with Section 414(u) of the
      Code.

     

    2.09    Notwithstanding
      any other provision of the Plan, the following individuals shall not be eligible
      to participate or be a Participant in this Plan: (i) any person who becomes
      an Employee on or after October 2, 2000 and (ii) employees of Sanford C.
      Bernstein, Inc., Sanford C. Bernstein & Co., Inc. and Bernstein Technologies
      Inc. and their subsidiaries who became Employees upon or after the consummation
      of the transactions described in that certain Acquisition Agreement dated as
      of
      June 20, 2000, as amended and restated as of October 2, 2000, among Alliance
      Capital Management L.P., Alliance Capital Management Holding L.P., Alliance
      Capital Management LLC, Sanford C. Bernstein Inc., Bernstein Technologies Inc.,
      SCB Partners Inc., Sanford C. Bernstein & Co., LLC and SCB LLC.

     

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      III

     

    RETIREMENT
      ON OR AFTER NORMAL RETIREMENT DATE

     

    3.01    Each
      Participant shall be retired no later than on his seventieth (70th) birthday
      if
      permitted under the provisions of the Age Discrimination in Employment Act,
      unless both he and his Employer agree that he shall be continued as an Employee
      beyond that date. Payments from the Plan shall begin in any event on the
      Participant’s Required Beginning Date in accordance with Section 3.03(a),
      applied as if the Participant’s Retirement occurred on the last day of the
      calendar year immediately preceding his Required Beginning Date. If a
      Participant continues as an Employee following his Required Beginning Date,
      the
      amount of the Participant’s Retirement Pension payable upon his actual
      Retirement shall be actuarially reduced, using an investment rate of 6% and
      the
      UP 1984 mortality table with ages set back one year, to reflect any payments
      the
      Participant received prior to such Retirement following the Required Beginning
      Date; provided, however, that the preceding reduction shall not apply to any
      Participant who attained his Required Beginning Date before January 1, 1996.
      Notwithstanding any provision of this Plan to the contrary, the provisions
      of
      this Section 3.01 shall be construed in a manner that complies with Section
      401(a)(9) of the Code and, with respect to distributions made on or after
      January 1, 2001, the Plan will apply the minimum distribution requirements
      of
      Section 401(a)(9) of the Code in accordance with the Treasury Regulations
      thereunder that were proposed in January 2001, the provisions of which are
      hereby incorporated by reference. This preceding sentence shall continue in
      effect until the end of the last calendar year beginning before the effective
      date of the final regulations under Section 401(a)(9) of the Code or such other
      date as may be specified in guidance published by the Internal Revenue
      Service.

     

    3.02    (a)
      A
      Participant shall be fully (100%) vested in his Accrued Benefit on his
      sixty-fifth (65th)
      birthday. Upon his Retirement on or after his Normal Retirement Date, a
      Participant shall be entitled to receive a Retirement Pension, commencing on
      such date, equal to:

     

    (1)   (A)    one
      and
      one-half percent (1-1/2%) of his Average Final Compensation multiplied by the
      number, not exceeding thirty-five (35), of his years of Credited Service
      completed prior to his Retirement, reduced by

     

    (B)    sixty-five
      one hundredths of one percent (.65%) of his Final Average Compensation
      multiplied by the number, not exceeding thirty five (35), of his years of
      Credited Service completed prior to his Retirement, plus

     

    (C)    one
      percent (1%) of his Average Final Compensation multiplied by the number, if
      any,
      of his years of Credited Service exceeding thirty-five (35) completed prior
      to
      his Retirement, or

     

    (2)   (A)    one
      and
      one-half percent (1-1/2%) of his Past Final Average Compensation multiplied
      by
      the number of his years of Credited Service completed as of December 31, 1988,
      reduced by

     

    (B)    one
      and
      two-thirds percent (1-2/3%) of his Primary Social Security Benefit multiplied
      by
      the number of his years of Credited Service completed as of December 31, l988,
      but in no event by more than eighty-three and a third percent (83-1/3%) of
      his
      Primary Social Security Benefit, plus

     

    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    (C)    one
      and
      one-half percent (1-1/2%) of his Average Final Compensation multiplied by the
      number, not exceeding thirty-five (35) (less the number of years of Credited
      Service referred to in Paragraph (2) (A) hereof, but not reduced below zero),
      of
      his years of Credited Service completed after 1988 and prior to January 1,
      1991,
      reduced by

     

    (D)    sixty-five
      one hundredths of one percent (.65%) of his Final Average Compensation
      multiplied by the number, not exceeding thirty-five (35) (less the number of
      years of Credited Service referred to in Paragraph (2) (A) hereof, but not
      reduced below zero), of his years of Credited Service completed after 1988
      and
      prior to January 1, 1991, plus

     

    (E)    one
      percent (1%) of his Average Final Compensation multiplied by the number, if
      any,
      of his years of Credited Service exceeding thirty-five (35) completed after
      1988
      and prior to January 1, 1991.

     

    (3)    Notwithstanding
      Paragraphs (1) and (2) above, in the case of a Participant who is not a Highly
      Compensated Employee described in Section 414(q)(1)(A) or (B) of the Code,
      the
      Retirement Pension shall not be less than:

     

    (A)    one
      and
      one-half percent (1-1/2%) of his Past Final Average Compensation multiplied
      by
      the number of his years of Credited Service completed prior to 1990, reduced
      by

     

    (B)    one
      and
      two-thirds percent (1-2/3%) of his Primary Social Security Benefit, multiplied
      by the number of his years of Credited Service completed prior to 1990, but
      in
      no event by more than eighty-three and one third percent (83-1/3%) of his
      Primary Social Security Benefit.

     

    (b)    Notwithstanding
      Subsection (a), the Retirement Pension of a Participant who is referred to
      in
      the proviso of Section 1.15(b)(2) shall be reduced, but not below the amount
      computed under Subsection (a) without regard to the Participant’s Credited
      Service referred to in that proviso, by the retirement pension based on the
      Credited Service referred to in the proviso which the Participant is entitled
      to
      receive upon his Retirement on or after his Normal Retirement Date pursuant
      to
      the “defined benefit plan” of any Affiliate referred to in the proviso or any
      successor or transferor plan or that he would have been entitled to receive
      but
      for the prior payment of all or a portion of his benefits under any such
      plan.

     

    (c)    Notwithstanding
      the foregoing, the retirement pension to which a participant is entitled upon
      his actual date of Retirement shall in no case be less than the Retirement
      Pension to which he would have been entitled if he had retired on any earlier
      date on or after his Early Retirement Date.

     

    (d)    Notwithstanding
      any other provision of this Plan, the Retirement Pension of a Participant,
      calculated on a life annuity basis, may not exceed $100,000 per
      year.

     

    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    (e)    Notwithstanding
      the foregoing, the Retirement Pension of a Participant described in this
      subsection (e) shall be equal to the greater of:

     

    (1)    the
      Participant’s Retirement Pension determined under Section 3.02(a)-(d) as
      applied to the Participant’s total years of Credited Service under the Plan;
      or

     

    (2)    the
      sum
      of: (A) the Participant’s Retirement Pension as of December 31, 1993,
      frozen in accordance with Treasury Regulation Section 1.401(a)(4)-13, and (B)
      the Participant’s Retirement Pension determined under 3.02(a)-(d), as applied to
      the Participant’s years of Credited Service accrued after December 31,
      1993.

     

    The
      previous sentence shall apply only to a Participant whose Retirement Pension
      determined on or after January 1, 1994 is based, at least in part, on
      Compensation for a Plan Year beginning prior to January 1, 1994 that exceeded
      $150,000.

     

    (f)    If
      a
      Participant (other than a 5% owner as described in Section 414(q) of the Code)
      continues as an Employee after the April 1 of the calendar year following the
      calendar year in which such Participant attains age 701⁄2 (the “April 1 Date”),
      the provisions of this Section 3.02(f) shall apply in place of the provisions
      of
      Section 3.04(a) for periods of employment after the April 1 Date. The
      Participant’s Accrued Benefit, determined as of any date after the April 1 Date,
      shall equal the greater of:

     

    (1)    the
      Actuarial Equivalent, as of the date of such determination, of the Participant’s
      Accrued Benefit determined as of the April 1 Date (if the determination is
      made
      in the Plan Year in which the April 1 Date occurs), or determined as of the
      last
      day of the prior Plan Year (if the determination is made in any later year),
      or

     

    (2)    the
      Participant’s Accrued Benefit determined as of the last day of the prior Plan
      Year, increased by any additional accrual due to Credited Service earned in
      the
      current Plan Year.

     

    3.03    (a)(1) Notwithstanding
      any other provision of the Plan and except as provided in Paragraph (2) hereof
      and in Subsection (b), the Retirement Pension of a married Participant or former
      married Participant shall be paid in the form of a Qualified Joint and Survivor
      Annuity, and if the Participant is not married, in the form of a Single Life
      Annuity.

     

    (2)    Distribution
      to a Participant in a single sum payment of the entire Actuarial Equivalent
      of
      the Accrued Benefit to which he has become entitled shall be made:

     

    (A)    if
      such
      distribution is made prior to the date on which payment of the Qualified Joint
      and Survivor Annuity commences and the amount of such distribution is $5,000
      (for Participants whose Termination of Employment occurs before January 1,
      1998,
      $3,500) or less; or

     

    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    (B)    in
      any
      case not described in subparagraph (A), with the written consent of the
      Participant and his Spouse (or, if the Participant has died, of his surviving
      Spouse).

     

    For
      purposes of this Subsection, if the Actuarial Equivalent of the Retirement
      Pension to which a Participant has become entitled is zero, the Participant
      shall be deemed to have fully received a distribution of such zero Retirement
      Pension in a single sum.

     

    Effective
      as of March 28, 2005, single sum payments pursuant to subparagraph 3.03(a)(2)(A)
      will be made without the Participant’s consent if the amount of the distribution
      is $1,000 or less and will be made only with the Participant’s consent if the
      amount exceeds $1,000 but is not in excess of $5,000.

     

    (b)    A
      Participant or former Participant shall have the right to elect, during the
      ninety (90) day period terminating on his Retirement Pension Starting Date
      and
      subject to Spousal Consent, not to receive his Retirement Pension in the form
      of
      a Qualified Joint and Survivor Annuity. Any election made under this Subsection
      (b) may be revoked at any time and, once revoked, may be made
      again.

     

    (c)    The
      Committee shall provide to each Participant, no less than 30 days and no more
      than 180 days (90 days before January 1, 2007) before his or her Retirement
      Pension Starting Date, a written explanation of:

     

    (1)    the
      terms
      and conditions of the Qualified Joint and Survivor Annuity;

     

    (2)    the
      Participant’s right to make, and the effect of, an election under Subsection (b)
      to waiver the Qualified Joint and Survivor Annuity; and

     

    (3)    the
      rights of the Participant’s Spouse with respect to such election;
      and

     

    (4)    the
      right
      to make, and the effect of, a revocation of any such election.

     

    A
      Participant may elect (with any applicable spousal consent) to waive the
      requirement that the written explanation be provided at least 30 days before
      the
      Retirement Pension Starting Date if the distribution commences more than 7
      days
      after such explanation is provided.

     

    (d)    The
      written notification described in Subsection (c) shall be furnished by the
      Committee by mail or personal delivery to the Participant or, to the extent
      permitted by regulations, by posting such notification, in accordance with
      Treasury Regulation Section 1.7476-2(c) (1), at all locations normally used
      by the Employer for the posting of employee matters.

     

    (e)    If
      a
      Participant so requests on or before the sixtieth (60th) day after the
      information described in Subsection (c) is furnished to him (or by such later
      date as the Committee shall prescribe), within thirty (30) days after its
      receipt of such request, personally deliver or mail to him a written explanation
      of the terms and conditions of the Qualified Joint and Survivor Annuity and
      of
      the financial effect on the Participant’s Retirement Pension (in terms of
      dollars per Retirement Pension payment), of electing and of not electing to
      receive benefits in such form.

     

    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    (f)    A
      Participant who elects not to receive his Retirement Pension in the form of
      a
      Qualified Joint and Survivor Annuity or whose Spouse does not meet the
      requirements of Section 1.48 shall receive his Retirement Pension in the form
      specified by the Option which he has elected pursuant to Article VII or, if
      no
      such Option has been elected, in the form of an annuity for his own
      life.

     

    3.04   Notwithstanding
      anything to the contrary contained in this Plan (except to the extent otherwise
      provided in Section 3.02(f)),

     

    (a)    If
      a
      Participant continues as an Employee after his Normal Retirement Date, the
      Participant’s Accrued Benefit shall be actuarially increased to take into
      account the period after his Normal Retirement Date during which the Participant
      was not receiving any benefits under the Plan. The Participant’s Accrued
      Benefit, determined as of any date after his Normal Retirement Date, shall
      equal
      the greater of:

     

    (1)    the
      Actuarial Equivalent, as of the date of such determination, of the Participant’s
      Accrued Benefit determined as of his Normal Retirement Date (if the
      determination is made in the Plan Year in which he reaches his Normal Retirement
      Date), or determined as of the last day of the prior Plan Year (if the
      determination is made in any later year), or

     

    (2)    the
      Participant’s Accrued Benefit determined as of the last day of the prior Plan
      Year, increased by any additional accrual due to Credited Service earned in
      the
      current Plan Year.

     

    (b)    If
      a
      Participant, after his Normal Retirement Date, again becomes an Employee, his
      Retirement Pension shall be suspended during the period of his reemployment.
      The
      amount of such reemployed Participant’s Retirement Pension payable upon his
      subsequent retirement shall be determined in accordance with Section 3.04(a),
      except that (1) the Participant’s date of reemployment shall be substituted for
      the Participant’s Normal Retirement Date and (2) such Retirement Pension shall
      be reduced by the Actuarial Equivalent of the retirement benefits previously
      received.

     

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      IV

     

    VESTING

     

    4.01    (a)
      Participant whose Termination of Employment occurs, other than by reason of
      his
      death or Disability, prior to his Early Retirement Date, shall have a vested
      interest in his Accrued Benefit determined in accordance with the following
      schedule:

     

    
      	
              Years
                of Service

            	 	
              Percentage
                Vested

            	 
	
              Fewer
                than Five

            	 	 	
              0

            	
              %

            
	
              Five
                or more

            	 	 	
              100

            	
              %

            


    

     

    provided
      that the applicable percentage for a Participant who had four (4) but fewer
      than
      five (5) Years of Service prior to October 25, 1989 shall in no event be less
      than forty percent (40%).

     

    (b)    Notwithstanding
      the foregoing, a Participant shall be fully (100%) vested upon his death, upon
      his Termination of Employment due to Disability, or upon attaining his Early
      Retirement Date.

     

    4.02    If
      a
      former Employee again becomes an Employee after having incurred a Break in
      Service, the Years of Service which he had completed prior to such Break in
      Service shall be disregarded for all purposes under this Plan until he shall
      have completed one (1) Year of Service after such Break in Service.

     

    4.03    If
      a
      former Employee:

     

    (a)    has
      incurred a number of consecutive Breaks in Service which equals or exceeds
      the
      greater of (i) five (5) or (ii) the number of his Years of Service before such
      Breaks in Service;

     

    (b)    had
      no
      vested interest in his Accrued Benefit at the time of such Break in Service;
      and

     

    (c)    again
      becomes an Employee, his Years of Service prior to such Breaks in Service shall
      be disregarded for all purposes under this plan.

     

    4.04   (a)
      A vested
      Participant whose Termination of Employment occurs, other than by reason of
      his
      death or Disability, prior to his Early Retirement Date shall be entitled to
      a
      Retirement Pension:

     

    (1)    commencing
      on his Early Retirement Date; or

     

    (2)    at
      his
      written election, commencing on the first day of any month after his Early
      Retirement Date but not later than his Normal Retirement Date;

     

    and
      which
      is the Actuarial Equivalent, as of his Retirement Pension Starting Date, of
      his
      Accrued Benefit; provided, that without the written consent of the Participant,
      and if the Participant is married, Spousal Consent, such Retirement Pension
      shall not commence prior to his Normal Retirement Date if the Actuarial
      Equivalent of such Retirement Pension is greater than $5,000 (for Participants
      whose Termination of Employment occurs before January 1, 1998,
      $3,500).

     

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    (b)    Notwithstanding
      any other provision of this Plan, if a Participant is entitled to a Retirement
      Pension pursuant to the provisions of this Article IV, such Retirement Pension
      shall be paid in accordance with the provisions of Section 3.04.

     

    4.05    In
      the
      case of a former Participant who is reemployed by any Employer or an Affiliate
      before such Participant’s Normal Retirement Date:

     

    (a)    if
      he is
      receiving a Retirement Pension at the time of his reemployment, such Retirement
      Pension shall be suspended during the period of his reemployment, and any years
      of Credited Service with respect to which he has received any benefits under
      this Plan shall be taken into account for purposes of determining his benefit
      under benefit accrual provisions of Section 3.02 or Subsection 11.04(a)(2),
      but
      the amount of his Retirement Pension, when payable, shall be reduced by the
      Actuarial Equivalent of such benefits previously received;

     

    (b)    if
      he had
      received a single sum distribution (or been deemed to have received such a
      distribution under Subsection 3.03(a)(2) hereof) or any optional payment under
      the terms of the Plan, his Years of Credited Service with respect to which
      he
      had received any benefits under this Plan shall be taken into account for
      purposes of determining his benefit under the benefit accrual provisions of
      Section 3.01 or Subsection 11.04(a)(2), but the amount of his Retirement
      Pension, when payable, shall be reduced by the Actuarial Equivalent of the
      benefits previously received. In the case of an Employee whose period
      of reemployment extends beyond his Normal Retirement Date, the provisions
      of Section 3.04(a) shall apply in addition to the provisions of this
      Section 4.05.

     

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      V

     

    EARLY
      RETIREMENT AND DISABILITY BENEFIT

     

    5.01    Upon
      Retirement on or after his Early Retirement Date but before his Normal
      Retirement Date, a Participant shall be entitled to elect to receive, with
      his
      written consent and the consent of his Spouse, if applicable, a Retirement
      Pension commencing on:

     

    (a)    the
      first
      day of the month coincident with or next following the date of his Retirement;
      or

     

    (b)    the
      first
      day of any month which precedes his Normal Retirement Date;

     

    which
      is
      the Actuarial Equivalent as of his Normal Retirement Date of his Accrued
      Benefit.

     

    Notwithstanding
      the foregoing, however, in no event shall the Participant’s Retirement Pension
      payable pursuant to this Section 5.01 be less than the Participant’s Retirement
      Pension determined under this Section as of December 31, 1995 based on the
      Annuity Purchase Rate and mortality determined by application of the UP-1984
      mortality table set back one year.

     

    5.02    Upon
      a
      Participant’s Termination of Employment due to Disability, he shall be fully
      (100%) vested in his Accrued Benefit and shall be entitled to receive a
      Retirement Pension commencing on his Normal Retirement which is equal to his
      Accrued Benefit as of the date of his Termination of Employment.

     

    5.03    Notwithstanding
      any other provision of this Plan, if a Participant is entitled to a Retirement
      Pension pursuant to the provisions of this Article V, such Retirement Pension
      shall be paid in accordance with the provisions of Section 3.04.

     

    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      VI

     

    OPTIONAL
      METHODS OF PAYMENT

     

    6.01    The
      optional methods of payment set forth in this Section 6.01 shall be available
      under the Plan and shall be elected in the manner provided herein.

     

    (a)    Election
      Procedure.

     

    A
      Participant or Retired Participant may elect any of the Options provided herein,
      which Option shall be the Actuarial Equivalent (determined as of his Retirement
      Pension Starting Date) of the Retirement Pension otherwise payable to him in
      accordance with Article III, IV or V, whichever is applicable; provided,
      however, that no Option may be elected which would permit his Beneficiary (other
      than his Spouse) to receive a benefit which is fifty percent (50%) or more
      of
      the Actuarial Equivalent (determined as of the Participant’s projected
      Retirement Pension Starting Date) of the combined benefits payable to such
      Beneficiary and such Participant or Retired Participant. Such election shall
      be
      made in accordance with Section 3.03(b) . Except as otherwise provided in this
      Article VI, an Option shall become effective on the later of (1) the date a
      Participant elects an Option, or (2) his Retirement Pension Starting Date.
      If a
      Participant or Retired Participant dies before the date on which an Option
      becomes effective, any election of such Option shall be null and void. A married
      Participant may elect an Option only if he elects, in accordance with Section
      3.03, not to receive benefits in the form of a Qualified Joint and Survivor
      Annuity.

     

    (b)    The
      following Options may be elected by a Participant:

     

    Option
      1

     

    Life
      Annuity:
      A
      Participant or Retired Participant may elect to receive his Retirement Pension
      in the form of an annuity for his own life only.

     

    Option
      2

     

    Joint
      and Survivor Annuity:
      (A)
      A
      Participant or Retired Participant may elect to receive an actuarially adjusted
      Retirement Pension payable to himself in equal monthly installments for his
      lifetime and thereafter payable to his Beneficiary, if such Beneficiary survives
      him, in equal monthly installments at a rate of fifty percent (50%),
      seventy-five percent (75%) or one hundred percent (100%), as the Participant
      or
      Retired Participant may designate, of the Retirement Pension payable during
      their joint lifetimes. Election of this Option is conditioned upon the statement
      of the name and gender of the Beneficiary in such election, and in addition,
      the
      delivery to the Administrative Committee within ninety (90) days after filing
      such election of proof, satisfactory to the Administrative Committee, of the
      age
      of the Beneficiary.

     

    (2)    If
      his
      Beneficiary dies before the Retirement Pension Starting Date of the Participant
      or Retired Participant, any election of this Option 2 shall be null and
      void.

     

    (3)    If
      his
      Beneficiary dies after the Retired Participant’s Retirement Pension Starting
      Date, the election of this Option 2 shall be effective, and the Participant
      or
      Retired Participant shall receive or continue to receive the same actuarially
      adjusted Retirement Pension as if his Beneficiary had not predeceased
      him.

     

    
      
        
          
          

        

        
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    Option
      3

     

    Life
      Annuity - Period Certain:
      A
      Participant or Retired Participant may elect to receive an actuarially adjusted
      Retirement Pension payable in equal monthly installments for his lifetime or
      over a period certain not longer than the greater of the Participant’s life
      expectancy on his Retirement Pension Starting Date, or the joint life and last
      survivor expectancy of the Participant or Retired Participant and his
      Beneficiary on his Retirement Pension Starting Date, determined under the
      Treasury Regulations under Section 72 of the Code. If the Participant or Retired
      Participant dies prior to the end of the period certain, the remaining
      installments shall be paid to his Beneficiary. Notwithstanding the foregoing,
      effective 180 days after the adoption of this amended and restated Plan
      document, the period certain option shall be limited to a period certain of
      either ten (10) years or fifteen (15) years as elected by a
      Participant.

     

    Option
      4

     

    Single
      Sum Distribution:
      A
      Participant or Retired Participant may elect to receive the Actuarial Equivalent
      of his Accrued Benefit, computed as of his Retirement date, in the form of
      a
      single sum distribution. Such amount shall be paid to him, or, if he dies
      between the date on which the distribution first becomes payable and the date
      of
      actual distribution, to his Beneficiary, within sixty days after the date which
      would otherwise have been his Retirement Pension Starting Date; provided,
      however, that the entire amount shall be distributed within a single taxable
      year of the recipient. In no event shall a Participant’s benefit payable under
      this Option 4 be less than would have been payable under the terms of the Plan
      in effect on December 31, 1995 based on the Participant’s Accrued Benefit as of
      that date.

     

    Option
      5

     

    Payment
      in Installments:
      A
      Participant or Retired Participant may elect to have the Actuarial Equivalent
      of
      his Accrued Benefit, computed as of his Retirement date, paid to him in
      approximately equal installments, payable no less often than annually, over
      a
      period certain not longer than the greater of the Participant’s life expectancy
      on his Retirement Pension Starting Date, or the joint life and last survivor
      expectancy of the Participant or Retired Participant and his Beneficiary on
      his
      Retirement Pension Starting Date, determined under the Treasury Regulations
      under Section 72 of the Code. If the Participant or Retired Participant dies
      prior to the end of the period certain, the remaining installments shall be
      paid
      to his Beneficiary. In no event shall a Participant’s benefit payable under this
      Option 5 be less than would have been payable under the terms of the Plan in
      effect on December 31, 1995 based on the Participant’s Accrued Benefit as of
      that date. Notwithstanding the foregoing, effective 180 days after the adoption
      of this amended and restated Plan document, the installment option shall be
      limited to a period certain of either ten (10) years or fifteen (15) years
      as
      elected by a Participant.

     

    (c)    Change
      of Option:

     

    A
      Participant or Retired Participant may elect to change the Option then in effect
      at any time during the period provided in Subsection (a) within which an Option
      may be elected; provided, however, that a Participant or Retired Participant
      may
      not elect to change the Option then in effect more frequently than once during
      any consecutive twelve (12) month period.

     

    
      
        
          
          

        

        
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    (d)   Designation
      of Beneficiary:

     

    (1)    Upon
      receipt of notification from the Administrative Committee that he has qualified
      for participation in the Plan, a Participant may designate a Beneficiary or
      Beneficiaries and a successor Beneficiary or Beneficiaries. A Participant or
      Retired Participant may change such designation from time to time by filing
      a
      new designation with the Administrative Committee. No change of Beneficiary
      shall require the consent of any previously designated Beneficiary, and no
      Beneficiary shall have any rights under this Plan except as specifically
      provided by its terms.

     

    (2)    If
      a
      Retired Participant (other than one who has elected Option 1 or 2) has failed
      to
      designate a Beneficiary, or if his Beneficiary has predeceased him, or if he
      has
      instructed the Administrative Committee in writing to designate a Beneficiary,
      the Administrative Committee shall designate a Beneficiary or Beneficiaries
      on
      his behalf, but only from among his Spouse, descendants (including adoptive
      descendants), parents, brothers and sisters, or nephews and nieces; provided,
      however, that if the Retired Participant had instructed the Administrative
      Committee in writing to designate in a specified order or from a specified
      group, the Administrative Committee shall act only in accordance with such
      written instructions. If a Retired Participant has no validly designated
      Beneficiary, the Actuarial Equivalent of any amounts which would otherwise
      have
      been payable to a Beneficiary shall be paid to the Retired Participant’s
      estate.

     

    (3)    If
      the
      Beneficiary of a Participant or Retired Participant predeceases him the rights
      of such Beneficiary shall thereupon terminate.

     

    (4)    If
      a
      Retired Participant dies after any installment of his Retirement Pension has
      become due but has not yet been paid to him, the balance of such installment
      shall be paid to his Beneficiary.

     

    6.02   The
      Administrative Committee is authorized and empowered from time to time to adopt
      and fairly to administer regulations relating to the exercise or operation
      of an
      Option; provided, however, that no such regulation shall be inconsistent with
      the provisions of Section 6.01. Without limiting the generality of the foregoing
      such regulations may prescribe:

     

    (a)    such
      terms and conditions as the Administrative Committee shall deem appropriate
      in
      respect of the exercise of any Option;

     

    (b)    the
      form
      of application;

     

    (c)    any
      information or proof thereof to be furnished by a Participant, a Retired
      Participant or a Beneficiary in connection with any Option; and

     

    (d)    any
      other
      requirement or condition relating to any Option.

     

    
      
        
          
          

        

        
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    6.03    The
      Administrative Committee may, in its sole discretion, at any time or from time
      to time, provide the benefits to which any Retired Participant or his
      Beneficiary is entitled under this Plan by purchase of any form of nonassignable
      annuity contract. Upon the purchase of any such contract, the rights of the
      Retired Participant and his Beneficiary to receive any payments pursuant to
      this
      Plan shall be exclusively limited to such rights as may accrue under such
      contract, and neither such Retired Participant nor his Beneficiary shall have
      any further claim against his Employer, the Administrative Committee, the
      Trustee or any other person.

     

    6.04    If,
      at
      any time, any Retired Participant or his Beneficiary is, in the judgment of
      the
      Administrative Committee, legally, physically or mentally incapable of
      personally receiving and receipting for any payment due hereunder, payment
      may,
      in the discretion of the Administrative Committee, be made to the guardian
      or
      legal representative of such Retired Participant or Beneficiary or, if none
      exists, to any other person or institution which, in the judgment of the
      Administrative Committee, is then maintaining, or then has custody of, such
      Retired Participant or Beneficiary.

     

    6.05    Notwithstanding
      anything to the contrary contained in this Plan:

     

    (a)    The
      entire interest of each Participant must be distributed or begin to be
      distributed no later than the Participant’s Required Beginning
      Date.

     

    (b)    Distributions,
      if not made in a single sum, may only be made over one of the following periods
      (or a combination thereof):

     

    (1)    the
      life
      of the Participant,

     

    (2)    the
      life
      of the Participant and Designated Beneficiary,

     

    (3)    a
      period
      certain not extending beyond the life expectancy of the Participant,
      or

     

    (4)    a
      period
      certain not extending beyond the joint and last survivor expectancy of the
      Participant and his Designated Beneficiary.

     

    (c)    If
      the
      Participant dies after distribution of his or her interest has begun, the
      remaining portion of such interest will continue to be distributed at least
      as
      rapidly as under the method of distribution being used prior to the
      Participant’s death.

     

    (d)    If
      the
      Participant dies before distribution of his or her interest begins, distribution
      of the Participant’s entire interest shall be completed by December 31 of the
      calendar year containing the fifth (5th) anniversary of the Participant’s death
      except to the extent that an election is made to receive distributions in
      accordance with (1) or (2) below:

     

    (1)    If
      any
      portion of the Participant’s interest is payable to a Beneficiary, distributions
      may be made over the life or over a period certain not greater than the life
      expectancy of the Designated Beneficiary commencing on or before December 31
      of
      the calendar year immediately following the calendar year in which the
      Participant died;

     

    
      
        
          
          

        

        
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    (2)    If
      the
      Beneficiary is the Participant’s surviving Spouse, the date distributions are
      required to begin in accordance with (a) above shall not be earlier than
      December 31 of the calendar year in which the Participant would have attained
      age 70-1/2;

     

    (3)    If
      the
      surviving Spouse dies before the distributions to such spouse begin, the
      provisions of this Section 6.05(d), shall be applied as if the surviving spouse
      were the Participant.

     

    (e)    Any
      amount paid to a child of the Participant will be treated as if it has been
      paid
      to the surviving Spouse if the amount becomes payable to the surviving spouse
      when the child reaches the age of majority.

     

    (f)    The
      life
      expectancy of a Participant and his Spouse may be recalculated annually. The
      life expectancy of a non-Spouse beneficiary may not be
      recalculated.

     

    (g)    Notwithstanding
      any provision of this Plan to the contrary, the provisions of this Section
      6.05
      shall be construed in a manner that complies with Section 401(a)(9) of the
      Code
      and, with respect to distributions made on or after January 1, 2001, the Plan
      will apply the minimum distribution requirements of Section 401(a)(9) of the
      Code in accordance with the Treasury Regulations thereunder that were proposed
      in January 2001, the provisions of which are hereby incorporated by reference.
      This subsection (g) shall continue in effect until the end of the last calendar
      year beginning before the effective date of the final regulations under Section
      401(a)(9) of the Code or such other date as may be specified in guidance
      published by the Internal Revenue Service.

     

    (h)    Notwithstanding
      any provision of this Plan to the contrary, the provisions of this Section
      6.05
      shall be construed in a manner that complies with Section 401(a)(9) of the
      Code
      and the final Treasury Regulations thereunder, as reflected in Appendix A to
      the
      Plan.

     

    6.06    Notwithstanding
      anything contained herein to the contrary, unless the Participant elects
      otherwise, distributions to the Participant will commence no later than the
      60th
      day after the close of the Plan Year in which occurs the latest of:

     

    (1)    the
      Participant’s attainment of age 65;

     

    (2)    the
      10th
      anniversary of the year in which the Participant commenced participation in
      the
      Plan; or

     

    (3)    the
      Participant’s termination of service with the Employer.

     

    Notwithstanding
      the foregoing, the failure of a Participant and his Spouse to consent to a
      distribution at any time that any portion of the Accrued Benefit could be
      distributed to the Participant or his surviving Spouse prior to the time the
      Participant attains (or would have attained if not deceased) age 65, shall
      be
      deemed to be an election to defer payment of any benefit sufficient to satisfy
      this Section 6.06.

     

    
      
        
          
          

        

        
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    ARTICLE
      VII

     

    DEATH
      BENEFIT

     

    7.01    No
      benefits under this Plan shall be payable on account of the death of a
      Participant or Retired Participant other than a death benefit pursuant to
      Section 3.03, an Option validly elected under Article VI, or this Article
      VII.

     

    7.02    (a)
      Except as provided in Subsection (b), if a Participant who is vested in any
      portion of his Accrued Benefit should die prior to his Retirement Pension
      Starting Date, his Spouse or Domestic Partner shall be entitled to receive
      a
      Qualified Preretirement Survivor Annuity.

     

    (b)    Notwithstanding
      any other provision of this Article VII, distributions of the Actuarial
      Equivalent of the Qualified Preretirement Survivor Annuity to which a surviving
      Spouse or Domestic Partner has become entitled shall immediately be made or
      commence to be made to the surviving Spouse or Domestic Partner in a form other
      than the Qualified Preretirement Survivor Annuity:

     

    (1)    if
      such
      distribution is made prior to the date on which payments of the Qualified
      Preretirement Survivor Annuity commence and the amount of such distribution
      is
      $5,000 (for Participants whose Termination of Employment occurs before January
      1, 1998, $3,500) or less; or

     

    (2)    in
      any
      case not described in Paragraph (1), with the written consent of such surviving
      Spouse.

     

    7.03    (a)
      The
      Committee shall provide each Participant within the “applicable period” for such
      Participant a written explanation of the Qualified Preretirement Survivor
      Annuity comparable to the explanation required in Section 3.03(c).

     

    (b)    The
      applicable period is whichever of the following periods ends last:

     

    (1)    the
      period beginning with the first day of the Plan Year in which the Participant
      attains age 32 and ending with the close of the Plan Year preceding the Plan
      Year in which the Participant attains age 35;

     

    (2)    “a
      reasonable period” ending after the individual becomes a Participant;
      and

     

    (3)    “a
      reasonable period” ending after this Section 7.03 first applies to the
      Participant.

     

    For
      purposes of this Section 7.03, “a reasonable period” is the end of the two year
      period beginning one year prior to the date the applicable event occurs, and
      ending one year after that date.

     

    (c)    Notwithstanding
      the foregoing in the case of a Participant who separates from service before
      the
      Plan Year in which age 35 is attained, notice shall be provided within the
      two
      year period beginning one year prior to separation and ending one year after
      separation. If the Participant thereafter returns to employment with the
      Employer, the “applicable period” for such participant shall be
      redetermined.

     

    
      
        
          
          

        

        
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    ARTICLE
      VIII

     

    DIRECT
      ROLLOVER DISTRIBUTIONS

     

    8.01    Upon
      receiving directions from a Member who is eligible to receive a distribution
      from the Plan which constitutes an eligible rollover distribution, as defined
      in
      Section 402(c)(4)of the Code, to transfer all or any part of such distribution
      to an eligible retirement plan, as defined in Section 402(c)(8)(B), the
      Administrative Committee shall cause the portion of the distribution which
      the
      Participant has elected to so transfer to be transferred directly to such
      eligible retirement plan; provided, however, that the Participant shall be
      required to notify the Administrative Committee of the identity of the eligible
      retirement plan at the time and in the manner that the Administrative Committee
      shall prescribe and the Administrative Committee may require the Participant
      or
      the eligible retirement plan to provide a statement that the eligible retirement
      plan is intended to be qualified under Section 401(a) of the Code (if the plan
      is intended to be so qualified) or otherwise meets the requirements necessary
      to
      be an eligible retirement plan.

     

    8.02    Upon
      receiving instructions from a Beneficiary who is the Participant’s Spouse who is
      eligible to receive a distribution pursuant to the Plan that constitutes an
      eligible rollover distribution as defined in Section 402(c)(4) of the Code,
      to
      transfer all or any part of such distribution to a plan that constitutes an
      eligible retirement plan under Section 402(c)(8)(B) of the Code with respect
      to
      that distribution, the Administrative Committee shall cause the portion of
      the
      distribution which such Spouse has elected to so transfer to the eligible
      retirement plan so designated; provided, however, that the Spouse shall be
      required to notify the Administrative Committee of the identity of the eligible
      retirement plan at the time and in the manner that the Committee shall
      prescribe.

     

    8.03    The
      Administrative Committee may accomplish the direct transfer described in Section
      8.01 or Section 8.02, as applicable, by delivering a check to the Participant
      or
      Spouse (in each case, a “Distributee”) which is payable to the trustee,
      custodian or other appropriate fiduciary of the eligible retirement plan, or
      by
      such other means as the Administrative Committee may in its discretion
      determine. The Administrative Committee may establish such rules and procedures
      regarding minimum amounts which may be the subject of direct transfers and
      other
      matters pertaining to direct transfers as it deems necessary from time to
      time.

     

    
      
        
          
          

        

        
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    ARTICLE
      IX

     

    EMPLOYER
      CONTRIBUTION AND FUNDING POLICY

     

    9.01    This
      Plan
      contemplates that each Employer shall, from time to time, contribute such
      amounts as may, in accordance with Section 412 of the Code and sound actuarial
      principles (as recommended by an actuary enrolled pursuant to Section 3042
      of
      ERISA), be deemed necessary by such Employer to provide the benefits
      contemplated hereunder.

     

    9.02    All
      contributions made by any Employer shall be paid directly to the Trustee for
      deposit in the Trust Fund.

     

    9.03    Any
      forfeiture arising under the provisions of this Plan shall be applied to reduce
      contributions which would otherwise be required to be made by the Employers
      pursuant to Section 9.01.

     

    9.04    The
      Company shall establish a funding policy and method consistent with the
      objectives of the Plan and the requirements of Title I of ERISA. In establishing
      and reviewing such funding policy and method, the Company shall endeavor to
      determine the Plan’s short-term and long-term financial needs, taking into
      account the need for liquidity to pay benefits and the need for investment
      growth.

     

    
      
        
          
          

        

        
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    ARTICLE
      X

     

    LIMITATIONS
      ON BENEFITS

     

    10.01    (a)
      The
      limitations of Section 415 of the Code applicable to “defined benefit plans” as
      defined in Section 414(j) of the Code are hereby incorporated by reference
      in
      this Plan; provided, however, that where the Code so provides, benefit
      limitations in effect under prior law shall be applicable to benefits accrued
      as
      of the last effective day of such prior law. In the case of a Participant who
      is, or has ever been, a participant in one or more “defined contribution plans”
as defined in Section 414(i) of the Code maintained by Employer or any
      predecessor of the Employer, if benefits or contributions need to be reduced
      due
      to the application of Section 415(e) of the Code, then benefits under this
      Plan
      shall be reduced with respect to the affected Participant before any
      contributions credited to the Participant under any defined contribution plan
      maintained by the Employer shall be reduced. Notwithstanding the foregoing,
      the
      limitations of Section 415(e) of the Code shall cease to apply as of the first
      day of the first Plan Year beginning on or after
      January 1, 2000.

     

    (b)    For
      purposes of applying the limitations described in this Section 10.01, if
      benefits under the Plan are received in any form other than a straight life
      annuity, or if such benefits relate to rollover contributions to the Plan,
      then
      such benefit must be adjusted to a straight life annuity, beginning at the
      same
      age, which is the actuarial equivalent of such benefit. In order to determine
      the actuarial equivalence of different forms of benefit payment for this
      purpose, the interest rate assumptions may not be less than the greater of
      5
      percent or the rate specified for purposes of Section 1.02 of the Plan. For
      limitation years beginning on or after January 1, 1995, the actuarially
      equivalent straight life annuity for purposes of applying the limitations under
      Section 415(b) of the Code to benefits that are not subject to Section 417(e)(3)
      of the Code is equal to the greater of the equivalent annual benefit computed
      using the interest rate and mortality table, or tabular factor, specified in
      Section 1.02 of the Plan for actuarial equivalence for the particular form
      of
      benefit payable, and the equivalent annual benefit computed using a 5 percent
      interest rate assumption and the applicable mortality table. For Plan benefits
      subject to Section 417(e)(3) of the Code, the equivalent annual straight life
      annuity is equal to the greater of the equivalent annual benefit computed using
      the interest rate and mortality table, or tabular factor, specified in Section
      1.02 of the Plan for actuarial equivalence for the particular form of benefit
      payable, and the equivalent annual benefit computed using the annual interest
      rate on 30-year Treasury securities as specified by the Commissioner of the
      Internal Revenue Service, and the mortality table described in Revenue Ruling
      2001-62 or any successor table (Revenue Ruling 95-6 for distributions with
      annuity starting dates prior to December 31, 2002). For Limitation Years
      beginning in 2004 or 2005, for the purposes of determining the Actuarial
      Equivalent value for a form of payment that is subject to Code Section
      417(e)(3), the interest rate assumption shall be the greater of (i) the
      Applicable Interest Rate or (ii) 5.5 percent. For limitation years beginning
      in
      2006 and thereafter, for the purposes of determining the Actuarial Equivalent
      value for a form of payment that is subject to Code Section 417(e)(3), the
      interest rate assumption shall be the greater of (i) the Applicable Interest
      Rate, (ii) 5.5 percent or (iii) the rate that provides a benefit of not more
      than 105% of the benefit that would be provided if the rate (or rates)
      applicable in determining minimum lump sums were used.

     

    
      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      XI

     

    TOP-HEAVY
      PLAN YEARS

     

    11.01  For
      purposes of this Article XI, the following definitions shall apply:

     

    (a)    “Determination
      Date” means for any Plan Year subsequent to the first Plan Year, the last day of
      the preceding Plan Year, for the first Plan Year, the last day of that Plan
      Year.

     

    (b)    “Employee”
      means any employee of an Employer and any beneficiary of such an
      employee.

     

    (c)    “Employer”
      means the Employer and any Affiliate.

     

    (d)    “Key
      Employee” means, for Plan Years beginning after December 31, 2000, any Employee
      or former Employee (including any deceased Employee) who at any time during
      the
      Plan Year that includes the determination date was an officer of the Employer
      having annual compensation greater than $130,000 (as adjusted under Section
      416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a
      5-percent owner of the employer, or a 1-percent owner of the employer having
      annual compensation of more than $150,000. For this purpose, annual compensation
      means compensation within the meaning of Section 415(c)(3) of the Code. The
      determination of who is a Key Employee will be made in accordance with Section
      416(i)(1) of the Code and the applicable regulations and other guidance of
      general applicability issued thereunder.

     

    (e)    “Permissive
      Aggregation Group” means the Required Aggregation Group of plans plus any other
      plan or plans of the Employer which, when considered as a group with the
      Required Aggregation Group, would continue to satisfy the requirements of
      Sections 401(a)(4) and 410 of the Code.

     

    (f)    “Required
      Aggregation Group” means (1) each qualified plan of the Employer in which at
      least one Key Employee participates, and (2) any other qualified plan of the
      Employer which enables a plan described in (1) to meet the requirements of
      Sections 401(a)(4) or 410 of the Code.

     

    (g)    “Top-Heavy
      Compensation” means the first $200,000 (or such higher amount as may be
      prescribed pursuant to Treasury Regulations) of W-2 earnings actually paid
      in
      the Plan Year by an Employer or an Affiliate for services as an Employee.
      Top-Heavy Compensation shall include Deemed 125 Compensation, as defined in
      Section 1.14 of the Plan.

     

    (h)    “Top-Heavy
      Ratio”:

     

    (1)    If
      in
      addition to this Plan the Employer maintains one or more other defined benefit
      plans (including any simplified employee pension plan) and the Employer has
      not
      maintained any defined contribution plan which during the 1-year period ending
      on the Determination Date has or has had account balances, the top-heavy ratio
      for this Plan alone or for the Required or Permissive Aggregation Group, as
      appropriate, is a fraction, the numerator of which is the sum of the present
      value of accrued benefits of all Key Employees as of the Determination Date
      (including any part of any accrued benefit distributed in the 1-year period
      ending on the Determination Date), and the denominator of which is the sum
      of
      the present value of all accrued benefits (including any part of any accrued
      benefit distributed in the 1-year period ending on the Determination Date),
      both
      computed in accordance with Section 416 of the Code and the regulations
      thereunder.

     

    
      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

    


    (2)    If
      in
      addition to this Plan the Employer maintains one or more defined benefit plans
      (including any simplified employee pension plan) and the Employer maintains
      or
      has maintained one or more defined contribution plans which during the 1-year
      period ending on the Determination Date has or has had any account balances,
      the
      Top-Heavy Ratio for any Required or Permissive Aggregation Group, as
      appropriate, is a fraction, the numerator of which is the sum of the present
      value of accrued benefits under the aggregated defined benefit plan or plans
      for
      all Key Employees, determined in accordance with (1) above, and the sum of
      the
      account balances under the aggregated defined contribution plan or plans for
      all
      Key Employees as of the Determination Date, and the denominator of which is
      the
      sum of the present value of accrued benefits under the aggregated defined
      benefit plan or plans for all participants, determined in accordance with (1)
      above, and the sum of the account balances under the aggregated defined
      contribution plan or plans for all participants as of the Determination Date,
      all determined in accordance with Section 416 of the Code and the regulations
      thereunder. The account balances accrued benefits under a defined contribution
      plan in both the numerator and denominator of the Top-Heavy Ratio are increased
      for any distribution of an account balance made in the 1-year period ending
      on
      the Determination Date.

     

    (3)    For
      purposes of (1) and (2) above, the value of account balances and the present
      value of accrued benefits will 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 Section 416 of the Code and the
      regulations thereunder for the first and the second plan years of a defined
      benefit plan. The account balances and accrued benefits of a participant (x)
      who
      is not a Key Employee but who was a Key Employee in a prior year, or (y) who
      has
      not received any Top-Heavy Compensation from any Employer maintaining the Plan
      at any time during the 5-year period ending on the Determination Date will
      be
      disregarded. Notwithstanding the above, for Plan Years beginning after December
      31, 2001, the accrued benefits and accounts of any Participant who has not
      performed services for the Employer during the 1-year period ending on the
      Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
      and the extent to which distributions, rollovers, and transfers are taken into
      account will be made in accordance with Section 416 of the Code and the
      regulations thereunder. Deductible Employee contributions will not be taken
      into
      account for purposes of computing the Top-Heavy Ratio. When aggregating plans
      the value of account balances and accrued benefits will be calculated with
      reference to the Determination Dates that fall within the same calendar
      year.

     

    
      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    

    


    The
      accrued benefit of a Participant other than a Key Employee shall be determined
      under (x) the method, if any, that uniformly applies for accrual purposes under
      all defined benefit plans maintained by the Employer, or (y) if there is no
      such
      method, as if such benefit accrued not more rapidly than the slowest accrual
      rate permitted under the fractional rule of Section 411(b)(1)(C) of the
      Code.

     

    (4)    For
      purposes of (1) and (2) above, in the case of a distribution from the Plan
      made
      for a reason other than separation from service, death or Disability,
“5 year period” shall be substituted for “1-year period” wherever such term
      is found.

     

    (ii)    “Valuation
      Date” means the last day of a Plan Year.

     

    11.02   If
      the
      Plan is or becomes top-heavy in any Plan Year, the provisions of
      Sections 11.04 through 11.05 will automatically supersede any conflicting
      provision of the Plan.

     

    11.03   The
      Plan
      shall be considered top-heavy for any Plan Year if any of the following
      conditions exists:

     

    (a)    If
      the
      Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not part of
      any
      Required Aggregation Group or Permissive Aggregation Group of
      plans.

     

    (b)    If
      the
      Plan is part of a Required Aggregation Group of plans but not part of a
      Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans
      exceeds 60 percent.

     

    (c)    If
      the
      Plan is part of a Required Aggregation Group of plans and part of a Permissive
      Aggregation Group and the Top-Heavy Ratio for the Permissive Aggregation Group
      exceeds 60 percent.

     

    11.04   (a)
      The
      Retirement Pension, commencing on or after the Normal Retirement Date of each
      individual, other than a Key Employee, who was a Participant during any
      Top-Heavy Plan year shall be the greater of:

     

    (1)    such
      Participant’s Retirement Pension determined under Section 3.02; or

     

    (2)    an
      amount
      equal to two percent (2%) of such Participant’s Highest Average Compensation for
      each of the first ten (10) years of his Top-Heavy Service; provided, however,
      that in the case of a Participant whose Retirement Pension Starting Date is
      later than his Normal Retirement Date, the amount determined under this
      Paragraph (2) commencing on such Retirement Pension Starting Date shall not
      be
      less than the Actuarial Equivalent of the Retirement Pension that would have
      been payable pursuant to this Paragraph (2) on the Participant’s Normal
      Retirement Date

     

    (b)    For
      purposes of this Section 11.04:

     

    (1)    “Highest
      Average Compensation” means a Participant’s average Top-Heavy Compensation for
      the five (5) consecutive years during which his aggregate Top-Heavy Compensation
      was highest, excluding compensation earned by such Participant:

    


    
      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

    

    


    (A)    after
      the
      close of the last Top-Heavy Plan Year; or

     

    (B)    prior
      to
      January 1, 1984, except to the extent that compensation prior to January 1,
      1984
      is required to be taken into account so that such average is based on a five
      (5)
      year period.

     

    (2)    “Top-Heavy
      Service” means each Year of Service:

     

    (A)    in
      which
      ended a Plan Year which was not a Top-Heavy Plan Year; or

     

    (B)    completed
      in a Plan Year beginning prior to January 1, 1984.

     

    For
      Plan
      Years beginning after December 31, 2001, for purpose of satisfying the minimum
      benefit requirements of Section 416(c)(1) of the Code and this Plan, in
      determining Years of Service, any service with Employer shall be disregarded
      to
      the extent that such service occurs during a Plan Year when the Plan benefits
      (within the meaning of Section 410(b) of the Code) no Key Employee or former
      Key
      Employee.

     

    (c)    In
      the
      case of a Participant who is also a Participant in a defined contribution plan
      maintained by an Employer or an Affiliate, the amount described in Paragraph
      (a)
      (2) shall be reduced by the actuarial equivalent, determined as of the date
      of
      the Participant’s Retirement Pension Starting Date, of the Participant’s account
      balance under such defined contribution plan derived from employer contributions
      (which account balance shall be deemed to include prior withdrawals made by
      the
      Participant accumulated at interest to the Participant’s Retirement Pension
      Starting Date). For purposes of this Subsection (c), actuarial equivalence
      and
      the interest rate referred to in the preceding sentence shall be determined
      using the actuarial assumptions described in Section 1.02.

     

    11.05   (a)
      For any
      Top-Heavy Plan Year, each Participant shall be vested in his Accrued Benefit
      in
      accordance with the following schedule:

     

    
      	
              Years
                of Service

            	 	
              Nonforfeitable
                Percentage

            	 
	 	 	 	 
	
              Fewer
                than Two Years

            	 	 	
              0

            	
              %

            
	
              Two
                Years but less than Three Years

            	 	 	
              20

            	
              %

            
	
              Three
                Years but less than Four Years

            	 	 	
              40

            	
              %

            
	
              Four
                Years but less than Five Years

            	 	 	
              60

            	
              %

            
	
              Five
                or more Years

            	 	 	
              100

            	
              %

            


    

     

    (b)    Any
      portion of a Participant’s Accrued Benefit which has become vested pursuant to
      Subsection (1) shall remain vested after the Plan has ceased to be a Top-Heavy
      Plan.

    
       

      (c)    Any
        Participant who has completed at least five (5) Years of Service prior to
        the
        beginning of the Plan Year in which the Plan ceased to be a Top-Heavy Plan
        shall
        continue to vest in his Accrued Benefit according to the schedule set forth
        in
        Subsection (a) after the Plan has ceased to be a Top-Heavy Plan.

       

    

    
      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      XII

     

    NON-ALIENABILITY

     

    12.01 
       Except
      in
      the case of a qualified domestic relations order described in Section 414(p)
      of
      the Code, no benefit under this Plan shall be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, charge,
      encumbrance, garnishment, levy or attachment; and any attempt to so anticipate,
      alienate, sell, transfer, assign, pledge, charge, encumber, garnish, levy upon
      or attach the same shall be void; nor shall any such benefit be in any manner
      liable for or subject to the debts, contracts, liabilities, engagements or
      torts
      of the person entitled thereto.

     

    12.02  
      If
      any
      Participant or Beneficiary under this Plan becomes bankrupt or attempts to
      anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
      benefit under this Plan, the Administrative Committee may (but shall not be
      required to) terminate the payment of such benefit to such Participant or
      Beneficiary. If payment is thus terminated, the Administrative Committee shall
      direct the Trustee to hold or apply future payments for the benefit of such
      Participant, his Beneficiary, his spouse or children or other dependents, or
      any
      of them, in such manner and in such proportion as the Administrative Committee
      may deem proper.

     

    12.03  
       Notwithstanding
      anything herein to the contrary, effective August 5, 1997, the provisions of
      this Article XII shall not apply to any offset of a Participant’s benefits
      provided under the Plan against an amount that the Participant is ordered or
      required to pay to the Plan under any of the circumstances set forth in Section
      401(a)(13)(C) of the Code and Sections 206(d)(4) and 206(d)(5) of
      ERISA.

     

    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      XIII

     

    AMENDMENT
      OF THE PLAN

     

    13.01 
       The
      Company shall have the right by action of the Board, at any time and from time
      to time, to amend in whole or in part any of the provisions of this Plan, and
      any such amendment shall be binding upon the Participants and their
      Beneficiaries, the Trustee, the Administrative Committee, any Employer, and
      all
      parties in interest; provided, however, that no such amendment shall authorize
      or permit any of the assets of the Trust Fund to be used for or directed to
      purposes other than the exclusive benefit of the Participants or their
      Beneficiaries. Any such amendment shall become effective as of the date
      specified therein.

     

    13.02 
       No
      amendment to the Plan including a change in the actuarial basis for determining
      optional or early retirement benefits shall be effective to the extent that
      it
      has the effect of decreasing a Participant’s Accrued Benefit. Notwithstanding
      the preceding sentence, a Participant’s Accrued Benefit may be reduced to the
      extent permitted under Section 412(c)(8) of the Code. For purposes of this
      paragraph, a Plan amendment which has the effect of (1) eliminating or reducing
      an early retirement benefit or a retirement-type subsidy, or (2) eliminating
      an
      optional form of benefit, with respect to benefits attributable to service
      before the amendment shall be treated as reducing accrued benefits. In the
      case
      of a retirement-type subsidy, the preceding sentence shall apply only with
      respect to a participant who satisfies either before or after the amendment
      the
      preamendment conditions for the subsidy. In general, a retirement-type subsidy
      is a subsidy that continues after retirement, but does not include a qualified
      disability benefit, a medical benefit, a social security supplement, a death
      benefit (including life insurance). Furthermore, no amendment to the Plan shall
      have the effect of decreasing a Participant’s vested interest determined without
      regard to such amendment as of the later of the date such amendment is adopted,
      or becomes effective.

     

    13.03 
       If
      at any
      time the vesting schedule set forth in Section 4.01 is amended, or 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 or from a top-heavy vesting schedule, each Participant
      with
      at least three Years of Service may elect, within a reasonable period after
      the
      adoption of the amendment or change, to have the nonforfeitable percentage
      computed under the Plan without regard to such amendment or change. For
      Participants who dc not have at least one Hour of Service in any Plan Year
      beginning after December 31, 1988, the preceding sentence shall be applied
      by
      substituting “five Years of Service” for ‘three Years of Service” where such
      language appears. The period during which the election may be made shall
      commence with the date the amendment is adopted or deemed to be made and shall
      end on the latest of:

     

    (i)    60
      days
      after the amendment is adopted;

     

    (ii)    60
      days
      after the amendment becomes effective; or

     

    (iii)   60
      days
      after the Participant is issued written notice of the amendment by the Employer
      or the Plan Administrator.

     

    
      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      XIV

     

    TERMINATION
      OF THE PLAN

     

    14.01
         The
      Company may, by action of the Board and by appropriate notice to the Trustee,
      determine that it shall terminate the Plan in its entirety or withdraw from
      the
      Plan and terminate the same with respect to itself. The Company may by action
      of
      the Board at any time determine that any other Employer shall withdraw from
      the
      Plan, and any other Employer by action of its Board of Directors may determine
      that it shall so withdraw, and upon any such determination, the Plan, in respect
      of such Employer, shall be terminated.

     

    14.02 
        Any
      termination or partial termination shall be effective as of the date specified
      in the resolution providing therefor, if any, and shall be binding upon the
      Employer, the Trustee, all Participants and Beneficiaries and all parties in
      interest.

     

    14.03  
       Upon
      termination of the Plan in its entirety, each Participant shall be fully (100%)
      vested in his Accrued Benefit, determined as of the date of such termination.
      A
      Participant’s Accrued Benefit shall be payable only from the Trust Fund, except
      to the extent otherwise provided in Title IV of ERISA.

     

    14.04   
       In
      the
      event of a partial termination of the Plan, within the meaning of
      Section 411(d)(3)(A) of the Code, each affected Participant shall, insofar
      as required by applicable law, be fully (100%) vested in his Accrued Benefit,
      determined as of the date of such partial termination.

     

    14.05  
       Upon
      termination of the Plan in its entirety or upon a partial termination of the
      Plan, the assets comprising the Trust Fund shall be allocated in accordance
      with
      the statutory priorities set forth in Section 4044(d)(2) of ERISA and
      regulations promulgated thereunder. Subject to the limitations imposed by
      Section 4044(d)(2) of ERISA and Section 14.06, any funds remaining after
      satisfaction of all liabilities to Plan Participants shall be returned to the
      Employer.

     

    14.06   
       (a)
      As
      used in this Section 14.06:

     

    (1)    “Applicable
      Early Termination Date” means the tenth (10th) anniversary of the effective date
      of any increase in benefits under this Plan.

     

    (2)    “Predecessor
      Plan’ means any retirement plan which (A) was maintained by a corporation or
      unincorporated business before it became an Employer and (B) has merged into
      the
      Plan.

     

    (3)    “Twenty-five
      Highest Paid Employees” means the twenty-five (25) highest paid Employees on the
      tenth (10th) anniversary preceding the Applicable Early Termination Date
      (including any such Employees) who were not then, or were not eligible to
      become, Participants in the Plan), excluding any Participant whose Retirement
      Pension will not exceed $1,500.

     

    
      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

    

    


    (4)    “Unrestricted
      Benefits” means benefits in the form provided under this Plan equal to the
      amount provided by the greatest of:

     

    (A)    employer
      contributions (or funds attributable thereto) under the Plan or a Predecessor
      Plan which would have been applied to provide the Participant’s Accrued Benefit
      if the Plan or such Predecessor Plan, as in effect on the tenth (10th)
      anniversary preceding the Applicable Early Termination Date, had continued
      without change;

     

    (B)    $20,000;
      or

     

    (C)    an
      amount
      equal to the sum of (A) employer contributions (or funds attributable thereto)
      which would have been applied to provide the Participant’s Accrued Benefit under
      the Plan or any Predecessor Plan if the Plan or such Predecessor Plan had
      terminated on the tenth (10th) anniversary preceding the Applicable Early
      Termination Date and (B) twenty percent (20%) of the first $50,000 of the
      Participant’s average Compensation during the preceding five (5) years,
      multiplied by the number of years in respect of which the full current costs
      of
      the Plan have been met since the tenth (10th) anniversary preceding the
      Applicable Early Termination Date;

     

    (D)    (1)
      for a
      Participant who is not a “substantial owner” as defined in Section 4022(b)(5) of
      ERISA, an amount which equals the present value of the maximum benefit of such
      Participant described in Section 4022(b)(3)(B) of ERISA, determined on the
      date the Plan terminates or the Participant’s Retirement Pension Starting Date,
      whichever is earlier and determined in accordance with regulations of the
      Pension Benefit Guaranty Corporation (“PBGC”), without regard to any other
      limitations in Section 4022 of ERISA; or

     

    (2)    for
      a
      Participant who is a “substantial owner,” as defined in Section 4022(b)(5) of
      ERISA, the greatest of the amounts in (A), (B), (C) or an amount which equals
      the present value of the benefit guaranteed upon termination of the Plan for
      such Participant under Section 4022 of ERISA, or if the Plan has not terminated,
      the present value of the benefit that would be guaranteed if the Plan terminated
      on such Participant’s Retirement Pension Starting Date, determined in accordance
      with regulations of the PBGC.

     

    (b)    Subject
      to the provisions of Section 4044 of ERISA, in the event that:

     

    (1)    the
      Plan
      is terminated in respect of an Employer at any time prior to the Applicable
      Early Termination Date; or

     

    (2)    the
      benefits of any Participant became payable (A) at any time prior to the
      Applicable Early Termination Date or (B) subsequent to the Applicable Early
      Termination Date but before the full current costs of the Plan for the period
      prior to the Applicable Early Termination Date have been funded, the
      benefits (as defined in Treasury Regulation 1.401-4(c)(2)(vi)(a)) which any
      of
      the Twenty-Five Highest Paid Employees may receive (including any Unrestricted
      Benefits) shall not exceed his Unrestricted Benefits at any
      time.

     

    
      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

    

     

    In
      the
      case of a Participant described in Subparagraph (2) (B), if on the Applicable
      Early Termination Date the full current costs are not met, the restrictions
      contained in this Section 14.06 shall continue in force until the full current
      costs are funded for the first time.

     

    (c)    The
      provisions of this Section 14.06 shall not restrict the current payment of
      full
      retirement benefits called for by this Plan to any Retired Participant or his
      Beneficiary while the Plan is in full effect and its full current costs have
      been met.

     

    (d)    If
      any
      funds are released by operation of the provisions of this Section 14.06, they
      shall be applied solely for the benefit of Participants and Beneficiaries other
      than the Twenty-five Highest Paid Employees or, if not required for the funding
      of benefits for such Participants and Beneficiaries, shall revert to the
      appropriate Employer.

     

    (e)    The
      restrictions contained in SubSection (b) may be exceeded for the purpose of
      making current Retirement Pension payments to a Retired Participant who would
      otherwise be subject to such restrictions if:

     

    (1)    such
      Retirement Pension is in the form described in Section 1.41 or 3.02, whichever
      is applicable, or under an Option which does not provide level pension benefits
      greater than those provided by the form described in Section 1.41;

     

    (2)    the
      Retirement Pension thus provided is supplemented, to the extent necessary to
      provide the full Retirement Pension in the form provided in Section 1.41 or
      3.02, by current payments to such Retired Participant as installments of such
      Retirement Pension come due; and

     

    (3)    such
      supplemental payments are made at any time only if (A) the full current costs
      of
      the Plan have then been funded or (B) the aggregate of such supplemental
      payments for all such Retired Participants for the current year does not exceed
      the aggregate of the Employer contributions already made in respect of such
      year.

     

    (f)    If
      there
      shall be more than one Employer, the provisions of this Section 14.06 shall
      be
      applied separately in respect of each such Employer.

     

    (g)    A
      Participant who is one of the Twenty-five Highest Paid Employees may elect
      to
      receive his benefits under this Plan in the form of a lump sum distribution
      only
      if he agrees to deposit with an acceptable depository property having a market
      value equal to one hundred twenty-five percent (125%) of the difference between
      the amount of such distribution and the Actuarial Equivalent of his Unrestricted
      Benefits as security for his repayment of any benefits paid to him in excess
      of
      the maximum permitted by this Section 14.06. Additional deposits of security,
      in
      the amount necessary to increase the fair market value of such security to
      one
      hundred twenty-five percent (125%) of the difference between the amount of
      the
      distribution and the actuarial Equivalent of his Unrestricted Benefits shall
      be
      made whenever the fair market value of such security is less than one hundred
      ten percent (110%) of such difference.

     

    
      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

    

    


    14.07   
       If
      the
      Plan shall merge or consolidate with, or transfer its assets or liabilities
      to,
      any other “pension plan”, as defined in Section 3(2) of ERISA, each Participant
      shall be entitled to receive a benefit immediately after such merger,
      consolidation or transfer (assuming that the Plan had then terminated) which
      is
      equal to or greater than the benefit which he would have been entitled to
      receive immediately before such merger, consolidation or transfer (assuming
      that
      the Plan had then terminated).

     

    
      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      XV

     

    TRUST
      AND ADMINISTRATION

     

    15.01   
       The
      assets of the Trust Fund shall be held by the Trustees, who shall consist of
      not
      fewer than two (2) individuals, or a bank or trust company appointed by the
      Board. The Trustees shall hold office until their or its successors have been
      duly appointed or until death, resignation or removal.

     

    15.02   
       Reserved.

     

    15.03   
       The
      investment of the assets of the Plan shall be managed, except to the extent
      that
      such responsibility has been allocated or delegated, by the
      Trustee.

     

    15.04   
       The
      Trustees shall act unanimously; provided, however, that if at any time there
      are
      more than two (2) Trustees acting hereunder, they shall act by majority vote
      and
      may act either by vote at a meeting or in writing without a meeting.
      Notwithstanding the foregoing:

     

    (a)    checks
      and other instruments for the payment of money and instruments relating to
      the
      purchase, sale or other disposition of securities or other property held in
      the
      Trust and checks and other instruments in payment of distributions to Members
      and Beneficiaries or in payment of proper expenses under the Plan may be signed
      by any one Trustee or by any person or persons authorized by unanimous action
      of
      all the Trustees then acting hereunder with the same force and effect as if
      signed by all Trustees; and

     

    (b)    the
      Trustees may, by written authorization, empower one of them individually to
      execute any other document or documents on behalf of the Trustees, such
      authorization to remain in effect until revoked by any Trustee.

     

    15.05   
       The
      Trustees may appoint such independent accountants, enrolled actuaries, legal
      counsel, investment advisors and other agents or specialists as they deem
      necessary or desirable in connection with the performance of their duties
      hereunder. The Trustees shall be entitled to rely conclusively upon, and shall
      be fully protected in any action taken by them in good faith in relying upon,
      any opinions or reports which are furnished to them by any such independent
      accountant, enrolled actuary, legal counsel, investment advisor or other
      specialist.

     

    15.06    
       The
      Trustees shall serve without compensation for services as such. All expenses
      of
      the Trust shall be paid by the Trust unless paid by Employers. Such expenses
      shall include any expenses incidental to the operation of the Trust, including,
      but not limited to, fees of independent accountants, enrolled actuaries, legal
      counsel, investment advisors and other agents or specialists and similar
      costs.

     

    15.07    
       The
      Trustees shall discharge their duties with respect to the Plan solely in the
      interests of the Participants and their Beneficiaries; and

     

    (a)    for
      the
      exclusive purpose of providing benefits to Participants and the Beneficiaries
      and defraying reasonable expenses of administering the Plan;

     

    
      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

    

    


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

     

    (c)    by
      diversifying the investments of the Trust Fund so as to minimize the risk of
      large losses, unless under the circumstances it is clearly prudent not to do
      so;
      and

     

    (d)    in
      accordance with the documents and instruments governing the Plan, insofar as
      such documents and instruments are consistent with the provisions of
      ERISA.

     

    15.08     
       (a)
      The
      Trustees are hereby designated as “named fiduciaries” within the meaning of
      Section 402(a) of ERISA, with respect to the investment of the assets of the
      Plan and shall, except to the extent provided in SubSections (c) and (d), direct
      the investment of such assets and possess all powers which may be necessary
      to
      carry out such duty.

     

    (b)    At
      the
      direction of the Investment Committee, the Trustees may appoint an investment
      manager, as defined in Section 3(38) of ERISA, in which case, unless otherwise
      provided by ERISA, no Trustee shall be liable for the acts or omissions of
      such
      investment manager or be under any obligation to invest or otherwise manage
      any
      asset of the Trust Fund which is subject to the management of such
      manager.

     

    (c)    (1)
      The
      Administrative Committee and the Trustees may establish procedures for (A)
      the
      allocation of fiduciary responsibilities (other than “trustee responsibilities”
as defined in Section 405(c)(3) of ERISA under the Plan among themselves, and
      (B) the designation of persons other than names fiduciaries to carry out
      fiduciary responsibilities (other than trustee responsibilities) under the
      Plan.

     

    (2)    If
      any
      fiduciary responsibility is allocated or if any person is designated to carry
      out any responsibility pursuant to Paragraph (1), no named fiduciary shall
      be
      liable for any act or omission of such person in carrying out such
      responsibility, except as provided in Section 405(c)(2) of ERISA.

     

    15.09     
       The
      Trustees shall receive any contributions paid to them in cash and shall
      establish the Trust Fund hereunder. The Trust Fund shall be held, managed and
      administered in accordance with the terms of this Plan.

     

    15.10     
       The
      Trustees shall invest and reinvest the Trust Fund and keep the Trust Fund
      invested, without distinction between principal and income, in such securities
      or other property, real or personal, foreign or domestic, wherever situated,
      as
      the Trustees shall deem advisable, including, but not limited to, the general
      account or a separate account of an insurance company licensed to do business
      in
      the State of New York, shares in a regulated investment company or plans for
      the
      accumulation of such shares, common or preferred stocks, bonds and mortgages,
      and other evidences of ownership or indebtedness. In making such investments,
      the Trustee shall not be restricted to securities or other property of the
      character authorized or required by applicable law for trust
      investments.

     

    
      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

    

    


    15.11    
       The
      Trustees shall have the following powers and authority in the investment of
      the
      assets of the Trust Fund:

     

    (a)    to
      purchase, or subscribe for, any securities (including shares in a regulated
      investment company or plans for the accumulation of such shares) or other
      property and to retain the same in trust, the Trustees being specifically
      authorized to limit investment, in their own discretion, to shares of regulated
      investment companies or to plans for the accumulation of such
      shares;

     

    (b)    to
      sell,
      exchange, convey, transfer or otherwise dispose of, by private contract or
      at
      public auction, any securities or other property held by them; and no person
      dealing with the Trustees 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;

     

    (c)    to
      vote
      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, consent to, or otherwise participate
      in,
      corporate reorganizations or other changes affecting corporation securities;
      to
      pay any assessments or charges in connection with any security; to delegate
      any
      discretionary powers; and generally to exercise any of the powers of an owner
      with respect to stocks, bonds, securities or other property held as part of
      the
      Trust Fund;

     

    (d)    to
      cause
      any securities or other property held as part of the Trust Fund to be registered
      in their own names or in the name of one or more nominees, and to hold any
      investments in bearer form, but the books and records of the Trustees 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 their promissory note as Trustees and to secure the repayment thereof
      by pledging all, or any part, of the Trust Fund; and no person lending money
      to
      the Trustees shall be bound to see to the application of the money lent or
      to
      inquire into the validity, expediency or propriety of any such
      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;

     

    (g)    to
      accept
      and retain for such time as may seem advisable any securities or other property
      received or acquired by them as Trustees hereunder, whether or not such
      securities or other property would normally be purchased as investments
      hereunder;

     

    (h)    to
      sell
      call options on any national securities exchange with respect to securities
      held
      in the Trust Fund, and to purchase call options for the purpose of closing
      out
      previous sales of call option;

     

    
      
        
          
          

        

        
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    (i)    to
      appoint a bank or trust company as corporate Trustee, and to enter into and
      execute an agreement with any such corporate Trustee to provide for the
      investment and reinvestment of assets of the Trust Fund.

     

    15.12    
       The
      Trustees, at the direction of the Administrative Committee, shall from time
      to
      time make payments out of the Trust Fund in accordance with the provisions
      of
      the Plan in such manner, in such amounts and for such purposes as they may
      determine, and when any such payment has been made, the amount thereof shall
      no
      longer constitute a part of the Trust Fund.

     

    15.13     
       (a)
      The
      Trustees shall keep accurate and detailed accounts of all investments, receipts,
      disbursements and other transactions hereunder.

     

    (b)   Within
      two hundred ten (210) days following the close of each Plan Year, the Trustees
      shall file with the Company a written account setting forth all investments,
      receipts, disbursements and other transactions effected by them during such
      Plan
      Year. Except as provided to the contrary by Section 413(a) of ERISA, upon the
      expiration of ninety (90) days from the date of filing of such account, the
      Trustees shall be forever released and discharged from all liability and
      accountability to anyone with respect to the propriety of their acts and
      transactions shown in such account, except with respect to any such acts or
      transactions as to which the Company shall file with the Trustees written
      objections within such ninety (90) day period.

     

    (c)    The
      filing by the Trustees with the Company of an annual report in accordance with
      Section 103 of ERISA shall constitute the filing of an account within the
      meaning of this Section 15.13.

     

    15.14     
       Any
      Trustee may be removed by the Company at any time. A Trustee may resign at
      any
      time upon thirty (30) days’ notice in writing to the Company, which notice may
      be waived by the Company. Upon such removal or resignation of a Trustee, or
      upon
      the death or disability of a Trustee, the Company may, or in the event there
      is
      no then acting Trustee, shall appoint a successor Trustee, who shall have the
      same powers and duties as those conferred upon the Trustees hereunder. The
      Company may at any time appoint one or more additional Trustees, who shall
      have
      the same powers and duties as those conferred upon the Trustees
      hereunder.

     

    15.15     
       In
      any
      case in which any person is required or permitted to make an election under
      this
      Plan, such election shall be made in writing and filed with the Administrative
      Committee on the form provided by them or made in such other manner as the
      Administrative Committee may direct.

     

    
      
        
          
          

        

        
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    ARTICLE
      XVI

     

    CLAIM
      AND APPEAL PROCEDURE

     

    16.01    
       (a)
      Initial Claim

     

    (i)    Any
      claim
      by an Employee, Participant or Beneficiary “Claimant”) with respect to
      eligibility, participation, contributions, benefits or other aspects of the
      operation of the Plan shall be made in writing to the Committee for such
      purpose. The Committee shall provide the Claimant with the necessary forms
      and
      make all determinations as to the right of any person to a disputed benefit.
      If
      a Claimant is denied benefits under the Plan, the Committee or its designee
      shall notify the Claimant in writing of the denial of the claim within ninety
      (90) days (or within forty-five (45) days if the claim involves a determination
      of a claim for disability benefits) after the Committee receives the claim,
      provided that in the event of special circumstances such period may be
      extended.

     

    (ii)    In
      the
      event of special circumstances, the maximum period in which a claim must be
      determined may be extended as follows:

     

    (A)    With
      respect to any claim, other than a claim that involves a determination of a
      claim for disability benefits, the ninety (90) day period may be extended for
      a
      period of up to ninety (90) days (for a total of one hundred eighty (180) days).
      If the initial ninety (90) day period is extended, the Committee or its designee
      shall notify the Claimant in writing within ninety (90) days of receipt of
      the
      claim. The written notice of extension shall indicate the special circumstances
      requiring the extension of time and provide the date by which the Committee
      expects to make a determination with respect to the claim. If the extension
      is
      required due to the Claimant’s failure to submit information necessary to decide
      the claim, the period for making the determination shall be tolled from the
      date
      on which the extension notice is sent to the Claimant until the earlier of
      (i)
      the date on which the Claimant responds to the Committee’s request for
      information, or (ii) expiration of the forty-five (45) day period commencing
      on
      the date that the Claimant is notified that the requested additional information
      must be provided.

     

    (B)    With
      respect to a claim that involves a determination of a claim for disability
      benefits, the forty-five (45) day period may be extended as
      follows:

     

    (I)    Initially,
      the forty-five (45) day period may be extended for a period to up to an
      additional thirty (30) days (the “Initial Disability Extension Period”),
      provided that the Committee determines that such an extension is necessary
      due
      to matters beyond the control of the Plan and, within forty-five (45) days
      of
      receipt of the claim, the Committee or its designee notifies the Claimant in
      writing of such extension, the special circumstances requiring the extension
      of
      time, the date by which the Committee expects to make a determination with
      respect to the claim and such information as required under clause (III)
      below.

     

    
      
        
          
          

        

        
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    (II)    Following
      the Initial Disability Extension Period the period for determining the
      Claimant’s claim may be extended for a period of up to an additional thirty (30)
      days, provided that the Committee determines that such an extension is necessary
      due to matters beyond the control of the Plan and within the Initial Disability
      Extension Period, notifies the Claimant in writing of such additional extension,
      the special circumstances requiring the extension of time, the date by which
      the
      Committee expects to make a determination with respect to the claim and such
      information as required under clause (III) below.

     

    (III)    Any
      notice of extension pursuant to this Paragraph (B) shall specifically explain
      the standards on which entitlement to a benefit is based, the unresolved issues
      that prevent a decision on the claim, and the additional information needed
      to
      resolve those issues, and the Claimant shall be afforded forty-five (45) days
      within which to provide the specified information.

     

    (IV)    If
      an
      extension is required due to the Claimant’s failure to submit information
      necessary to decide the claim, the period for making the determination shall
      be
      tolled from the date on which the extension notice is sent to the Claimant
      until
      the earlier of (i) the date on which the Claimant responds to the Committee’s
      request for information, or (ii) expiration of the forty-five (45) day period
      commencing on the date that the Claimant is notified that the requested
      additional information must be provided.

     

    (iii)    If
      notice
      of the denial of a claim is not furnished within the required time period
      described herein, the claim shall be deemed denied as of the last day of such
      period.

     

    (iv)    If
      a
      claim is wholly or partially denied, the notice to the Claimant shall set
      forth:

     

    (A)    The
      specific reason or reasons for the denial;

     

    
      
        
          
          

        

        
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    (B)    Specific
      reference to pertinent Plan provisions upon which the denial is
      based;

     

    (C)    A
      description of any additional material or information necessary for the Claimant
      to complete the claim request and an explanation of why such material or
      information is necessary;

     

    (D)    Appropriate
      information as to the steps to be taken and the applicable time limits if the
      Claimant wishes to submit the adverse determination for review; and

     

    (E)    A
      statement of the Claimant’s right to bring a civil action under Section 502 of
      ERISA following an adverse determination on review.

     

    (b)    Claim
      Denial Review.

     

    (i)    If
      a
      claim has been wholly or partially denied, the Claimant may submit the claim
      for
      review by the Committee. Any request for review of a claim must be made in
      writing to the Committee no later than sixty (60) days (or within one hundred
      and eighty (180) days if the claim involves a determination of a claim for
      disability benefits) after the Claimant receives notification of denial or,
      if
      no notification was provided, the date the claim is deemed denied.

     

    The
      Claimant or his duly authorized representative may:

     

    (A)    Upon
      request and free of charge, be provided with reasonable access to, and copies
      of, relevant documents, records, and other information relevant to the
      Claimant’s claim; and

     

    (B)    Submit
      written comments, documents, records, and other information relating to the
      claim. The review of the claim determination shall take into account all
      comments, documents, records, and other information submitted by the Claimant
      relating to the claim, without regard to whether such information was submitted
      or considered in the initial claim determination.

     

    (ii)    The
      decision of the Committee upon review shall be made within sixty (60) days
      (or
      within forty-five (45) days if the claim involves a determination of a claim
      for
      disability benefits) after receipt of the Claimant’s request for review, unless
      special circumstances (including, without limitation, the need to hold a
      hearing) require an extension. In the event of special circumstances, the
      maximum period in which a claim must be determined may be extended as
      follows:

     

    (A)    With
      respect to any claim, other than a claim that involves a determination of a
      claim for disability benefits, the sixty (60) day period may be extended for
      a
      period of up to one hundred twenty (120) days.

     

    
      
        
          
          

        

        
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    (B)    With
      respect to a claim that involves a determination of a claim for disability
      benefits, the forty-five (45) day period may be extended for a period of up
      to
      forty-five (45) days.

     

    If
      the
      sixty (60) day period (or forty-five (45) day period where the claim involves
      a
      determination of a claim for disability benefits) is extended, the Committee
      or
      its designee shall, within sixty (60) days (or within forty-five (45) days
      if
      the claim involves a determination of a claim for disability benefits) of
      receipt of the claim for review, notify the Claimant in writing. The written
      notice of extension shall indicate the special circumstances requiring the
      extension of time and provide the date by which the Committee expects to make
      a
      determination with respect to the claim upon review. If the extension is
      required due to the Claimant’s failure to submit information necessary to decide
      the claim, the period for making the determination shall be tolled from the
      date
      on which the extension notice is sent to the Claimant until the earlier of
      (i)
      the date on which the Claimant responds to the Committee’s request for
      information, or (ii) expiration of the forty-five (45) day period commencing
      on
      the date that the Claimant is notified that the requested additional information
      must be provided.

     

    (iii)    If
      notice
      of the decision upon review is not furnished within the required time period
      described herein, the claim on review shall be deemed denied as of the last
      day
      of such period.

     

    (iv)    The
      Committee, in its sole discretion, may hold a hearing regarding the claim and
      request that the Claimant attend. If a hearing is held, the Claimant shall
      be
      entitled to be represented by counsel.

     

    (v)    The
      Committee’s decision upon review on the Claimant’s claim shall be communicated
      to the Claimant in writing. If the claim upon review is denied, the notice
      to
      the Claimant shall set forth:

     

    (A)    The
      specific reason or reasons for the decision, with references to the specific
      Plan provisions on which the determination is based;

     

    (B)    A
      statement that the Claimant is entitled to receive, upon request and free of
      charge, reasonable access to, and copies of, all documents, records and other
      information relevant to the claim; and

     

    (C)    A
      statement of the Claimant’s right to bring a civil action under Section 502 of
      ERISA.

     

    (vi)    Any
      review of a claim involving a determination of a claim for disability benefits
      shall not afford deference to the initial adverse benefit determination and
      shall not be determined by any individual who made the initial adverse benefit
      determination or a subordinate of such individual. In deciding a review of
      any
      adverse benefit determination that is based in whole or in part on a medical
      judgment, including determinations with regard to whether a particular
      treatment, drug, or other item is experimental, investigational, or not
      medically necessary or appropriate, the Committee shall consult with a health
      care professional who has appropriate training and experience in the field
      of
      medicine involved in the medical judgment.

     

    
      
        
          
          

        

        
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    (c)    All
      interpretations, determinations and decisions of the Committee with respect
      to
      any claim, including without limitation the appeal of any claim, shall be made
      by the Committee, in its sole discretion, based on the Plan and comments,
      documents, records, and other information presented to it, and shall be final,
      conclusive and binding.

     

    (d)    The
      claims procedures set forth in this Section are intended to comply with United
      States Department of Labor Regulation § 2560.503-1 and should be construed in
      accordance with such regulation. In no event shall it be interpreted as
      expanding the rights of Claimants beyond what is required by United States
      Department of Labor Regulation § 2560.503-1.

     

    
      
        
          
          

        

        
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    ARTICLE
      XVII

     

    MISCELLANEOUS

     

    17.01    
       If
      any
      provision of this Plan shall be held illegal or invalid for any reason, such
      illegality or invalidity shall not affect the remaining parts of this Plan,
      but
      such illegal or invalid provision shall be deemed modified to the extent
      necessary to conform to applicable law and carry out the purposes of this Plan,
      or, if such modification is impossible, the Plan shall be construed and enforced
      as if such illegal or invalid provision had never been inserted
      herein.

     

    17.02    
       This
      Plan
      shall be governed, construed, administered and regulated in all respects under
      the laws of the State of New York, except insofar as they have been superseded
      by the provisions of ERISA.

     

    17.03    
       Wherever
      any words are used herein in the masculine gender, they shall be construed
      as
      though they were also used in the feminine gender in all cases where they would
      so apply, and vice
      versa,
      and
      wherever any words are used herein in the singular form, they shall be construed
      as through they were also used in the plural form in all cases where they would
      so apply, and vice
      versa.

     

    17.04    
       The
      adoption and maintenance of this Plan shall not be deemed to constitute a
      contract between any Employer and any person or to be a consideration for the
      employment of any person. Nothing contained herein shall be deemed to give
      any
      person the right to be retained in the employ of any Employer or to derogate
      from the right of any Employer or discharge any person at any time without
      regard to the effect of such discharge upon the rights of such person as a
      Participant in this Plan.

     

    17.05   
       Except
      as
      otherwise provided by ERISA, no liability shall attach to any Employer for
      payment of any benefits or claims hereunder, and all participants and
      Beneficiaries, and all persons claiming under or through them, shall have
      recourse only to the Trust Fund for payment of any benefit
      hereunder.

     

    17.06    
       Nothing
      in this Plan, express or implied, is intended, or shall be construed, to confer
      upon or give to any person, firm, association or corporation, other than the
      parties hereto and their successors in interest, any right, remedy or claim
      under or by reason of this Plan or any covenants, condition or stipulation
      hereof, and all covenants, conditions and stipulations in this plan, by or
      on
      behalf of any party, shall be for the sole and exclusive benefit of the parties
      hereto.

     

    (a)    Any
      contribution to the Plan made by an Employer by a mistake in fact may be
      returned to such Employer at the direction of the Trustee within one (1) year
      after the date of the payment of such contribution.

     

    (b)    Each
      contribution made to this Plan by an Employer is conditioned upon its
      deductibility under Section 404 of the Code. If the deduction is disallowed,
      such contribution shall, to the extent disallowed as a deduction, be returned
      to
      such Employer within one (1) year following the date of
      disallowance.

    
       

      (c)    This
        Plan
        is established for the exclusive benefit of the Participants herein and their
        Beneficiaries. Except as provided in Section 14.05 and this Section 17.06,
        it
        shall be impossible for any assets of the Trust to revert to any Employer
        prior
        to the satisfaction of all liabilities hereunder with respect to all
        Participants and their Beneficiaries.

       

    

    
      
        
          
          

        

        
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    ARTICLE
      XVIII

     

    ADMINISTRATION
      OF THE PLAN

     

    Section
      18.01  
      Administrative
      Committee.
      There
      is hereby created an Administrative Committee for the Plan. The general
      administration of the Plan on behalf of the Plan Administrator shall be placed
      in the Administrative Committee. The Administrative Committee shall operate
      in
      accordance with the terms of the Plan, including the Charter for the
      Administrative Committee which is attached to the Plan as Exhibit A and
      incorporated herein.

     

    Section
      18.02  
      Investment
      Committee.
      There
      is hereby created an Investment Committee for the Plan. The Investment Committee
      shall operate in accordance with the terms of the Plan, including the Charter
      for the Investment Committee which is attached to the Plan as Exhibit B and
      incorporated herein.

     

    Section
      18.03  
      Payment
      of Benefits (Administrative Committee).
      The
      Administrative Committee shall advise the Trustee in writing with respect to
      all
      benefits which become payable under the terms of the Plan and shall direct
      the
      Trustee to pay such benefits on order of the Administrative Committee. In the
      event that the Trust Fund shall be invested in whole or in part in one or more
      insurance contracts, the Administrative Committee shall be authorized to give
      to
      any insurance company issuing such a contract such instructions as may be
      necessary or appropriate in order to provide for the payment of benefits in
      accordance with the Plan.

     

    Section
      18.04  
      Powers
      and Authority; Action Conclusive (Administrative Committee).
      Except
      as otherwise expressly provided in the Plan or in the Trust Agreement, or by
      the
      Investment Committee, the Administrative Committee shall have the exclusive
      right, power, and authority, in its sole and absolute discretion, to administer,
      apply and interpret the Plan, Trust Agreement and any other Plan documents
      and
      to decide all matters arising in connection with the operation or administration
      of the Plan and the Trust. Subject to the immediately preceding sentence, the
      Administrative Committee shall have all powers necessary or helpful for the
      carrying out of its responsibilities, and the decisions or action of the
      Administrative Committee in good faith in respect of any matter hereunder shall
      be conclusive and binding upon all parties concerned.

     

    Without
      limiting the generality of the foregoing, the Administrative Committee has
      the
      complete authority, in its sole and absolute discretion, to:

     

    (a)    Determine
      all questions arising out of or in connection with the interpretation of the
      terms and provisions of the Plan except as otherwise expressly provided
      herein;

     

    (b)    Make
      rules and regulations for the administration of the Plan which are not
      inconsistent with the terms and provisions of the Plan, and fix the annual
      accounting period of the trust established under the Trust Agreement as required
      for tax purposes;

     

    (c)    Construe
      all terms, provisions, conditions of and limitations to the Plan;

     

    (d)    Determine
      all questions relating to (A) the eligibility of persons to receive benefits
      hereunder, (B) the periods of service, including Hours of Service, Credited
      Service and Years of Service, and the amount of Compensation of a Participant
      during any period hereunder, and (C) all other matters upon which the benefits
      or other rights of a Participant or other person shall be based hereunder;
      and

     

    
      
        
          
          

        

        
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    (e)    Determine
      all questions relating to the administration of the Plan (A) when disputes
      arise
      between the Employer and a Participant or his Beneficiary, Spouse or legal
      representatives, and (B) whenever the Administrative Committee deems it
      advisable to determine such questions in order to promote the uniform
      administration of the Plan.

     

    All
      determinations made by the Administrative Committee with respect to any matter
      arising under the Plan Trust Agreement and any other Plan documents shall be
      final and binding on all parties. The foregoing list of powers is not intended
      to be either complete or exclusive and the Administrative Committee shall,
      in
      addition, have such powers as the Plan Administrator deems appropriate and
      delegates to it and such powers as may be necessary for the performance of
      its
      duties under the Plan and the Trust Agreement.

     

    Section
      18.05  
      Reliance
      on Information (Administrative Committee).
      The
      members of the Administrative Committee and any Employer or affiliate thereof
      (including the Company) and its officers, directors and employees shall be
      entitled to rely upon all tables, valuations, certificates, opinions and reports
      furnished by any accountant, trustee, insurance company, counsel or other expert
      who shall be engaged by the Company or an affiliate thereof or the Committee,
      and the members of the Committee and any Employer or affiliate thereof
      (including the Company) and its officers, directors and employees shall be
      fully
      protected in respect of any action taken or suffered by them in good faith
      in
      reliance thereon, and all action so taken or suffered shall be conclusive upon
      all persons affected thereby.

     

    Section
      18.06  
      Actions
      to be Uniform; Regular Personnel Policies to be Followed.
      Any
      discretionary actions to be taken under this Plan by the Administrative
      Committee or Investment Committee with respect to the classification of the
      Employees, contributions, or benefits shall be uniform in their nature and
      applicable to all Employees similarly situated. With respect to service with
      the
      Employer, leaves of absence and other similar matters, the Committee shall
      administer the Plan in accordance with the Employer’s regular personnel policies
      at the time in effect.

     

    Section
      18.07  
      Fiduciaries.
      Any
      person or group of persons may serve in more than one fiduciary capacity with
      respect to the Plan. Any Named Fiduciary under the Plan, and any fiduciary
      designated by a Named Fiduciary to whom such power is granted by a Named
      Fiduciary under the Plan, may employ one or more persons to render advice with
      regard to any responsibility such fiduciary has under the Plan.

     

    Section
      18.08  
      Plan
      Administrator.
      The
      Company shall be the administrator of the Plan, as defined in Section 3(16)(A)
      of ERISA and shall be responsible for the preparation and filing of any required
      returns, reports, statements or other filings with appropriate governmental
      agencies. The Company or its authorized designee shall also be responsible
      for
      the preparation and delivery of information to persons entitled to such
      information under any applicable law.

     

    Section
      18.09  
      Notices
      and Elections (Administrative Committee).
      A
      Participant shall deliver to the Administrative Committee all directions,
      orders, designations, notices or other communications on appropriate forms
      to be
      furnished by the Administrative Committee. The Administrative Committee shall
      also receive notices or other communications directed to Participants from
      the
      Trustee and transmit them to the Participants. All elections which may be made
      by a Participant under this Plan shall be made in a time, manner and form
      determined by the Administrative Committee unless a specific time, manner or
      form is set forth in the Plan.

     

    
      
        
          
          

        

        
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    Section
      18.10  
      Misrepresentation
      of Age.
      In
      making a determination or calculation based upon a Participant’s age, the
      Administrative Committee shall be entitled to rely upon any information
      furnished by the Participant. If a Participant misrepresents the Participant’s
      age, and the misrepresentation is relied upon by a Member Company, an affiliate
      thereof (including the Company) or the Administrative Committee, the
      Administrative Committee will adjust the Participant’s Accrued Benefit to
      conform to the Participant’s actual age and offset future monthly payments to
      recoup any overpayments caused by the Participant’s
      misrepresentation.

     

    Section
      18.11  
      Decisions
      of Administrative Committee are Binding.
      The
      decisions of the Administrative Committee with respect to any matter it is
      empowered to act on shall be made in the Administrative Committee’s sole
      discretion and shall be final, conclusive and binding on all persons, based
      on
      the Plan documents. In carrying out its functions under the Plan, the
      Administrative Committee shall endeavor to act by general rules so as to
      administer the Plan in a uniform and nondiscriminatory manner as to all persons
      similarly situated.

     

    Section
      18.12  
      Spouse’s
      Consent.
      In
      addition to when such consent is expressly required by the terms of this Plan,
      the Committee may in its sole discretion also require the written consent of
      the
      Employee’s Spouse to any other election or revocation of election made under
      this Plan before such election or revocation shall be effective.

     

    Section
      18.13  
      Accounts
      and Records.
      The
      Administrative Committee and Investment Committee shall maintain such accounts
      and records regarding the fiscal and other transactions of the Plan and such
      other data as may be required to carry out its functions under the Plan and
      to
      comply with all applicable laws. The Administrative Committee shall report
      annually to the Board on the performance of its responsibilities and on the
      performance of any trustee or other persons to whom any of its powers and
      responsibilities may have been delegated and on the administrative operation
      of
      the Plan for the preceding year. The Investment Committee shall report annually
      to the Board on the performance of its responsibilities and on the performance
      of any trustee, investment manager, insurance carrier or persons to whom any
      of
      its powers and responsibilities may have been delegated and on the financial
      condition of the Plan for the preceding year.

     

    Section
      18.14  
      Forms.
      To the
      extent that the form or method prescribed by the Administrative Committee to
      be
      used in the operation and administration of the Plan does not conflict with
      the
      terms and provisions of the Plan, such form shall be evidence of (a) the
      Administrative Committee’s interpretation, construction and administration of
      this Plan and (b) decisions or rules made by the Administrative Committee
      pursuant to the authority granted to the Committee under the Plan.

     

    Section
      18.15  
      Liability.
      The
      functions of the Trustees, Administrative Committee, the Investment Committee,
      the Board, and the Employer under the Plan are fiduciary in nature and each
      shall be carried out solely in the interest of the Participants and other
      persons entitled to benefits under the Plan for the exclusive purpose of
      providing the benefits under the Plan (and for the defraying of reasonable
      expenses of administering the Plan). The Administrative Committee, the
      Investment Committee, the Board, and the Employer shall carry out their
      respective functions in accordance with the terms of the Plan with the care,
      skill, prudence and diligence under the circumstances then prevailing that
      a
      prudent person acting in a like capacity and familiar with such matters would
      use in the conduct of an enterprise of a like character and with like aims.
      No
      member of the Administrative Committee or Investment Committee and no officer,
      director, or employee of the Employer shall be liable for any action or inaction
      with respect to his functions under the Plan unless such action or inaction
      is
      adjudicated to be a breach of the fiduciary standard of conduct set forth above.
      Further, no member of the Administrative Committee or Investment Committee
      shall
      be personally liable merely by virtue of any instrument executed by him or
      on
      his behalf as a member of the Administrative Committee or Investment
      Committee.

     

    
      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

    

     

    APPENDIX
      A

     

    REQUIRED
      MINIMUM DISTRIBUTION RULES

     

    Section
      1. General
      Rules

     

    1.1.    Effective
      Date.
      The
      provisions of this Appendix will apply for purposes of determining required
      minimum distributions for calendar years beginning with the 2003 calendar
      year.

     

    1.2.    Scope.
      This
      Appendix A describes the required distribution rules for Participants who have
      reached their Required Beginning Date, as those terms are defined in the Plan,
      as well as the incidental death benefit requirements. The terms of this Appendix
      A shall apply solely to the extent required under Code Section 401(a)(9) and
      shall be null and void to the extent that they are not required under Section
      401(a)(9) of the Code. This Appendix A is not intended to defer the timing
      of a
      distribution beyond the date otherwise required under the Plan or to create
      any
      benefits (including but not limited to death benefits) or distribution forms
      that are not otherwise offered under the Plan. Any capitalized terms not
      otherwise defined in this Appendix A have the meaning given those terms in
      the
      Plan.

     

    1.3.    Precedence.
      The
      requirements of this Appendix A will take precedence over any inconsistent
      provisions of the Plan.

     

    1.4.    Requirements
      of Treasury Regulations Incorporated. All
      distributions required under this Appendix A will be determined and made in
      accordance with the Treasury Regulations under Section 401(a)(9) of the Internal
      Revenue Code.

     

    1.5.    TEFRA
      Section 242(b)(2) Elections.
      Notwithstanding the other provisions of this Appendix A, other than Section
      1.4,
      distributions may be made under a designation made before January 1, 1984,
      in
      accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility
      Act (TEFRA) and any provisions of the Plan that relate to Section 242(b)(2)
      of
      TEFRA.

     

    Section
      2.    Time
      and Manner of Distribution.

     

    2.1.    Required
      Beginning Date.
      The
      Participant’s entire interest will be distributed, or begin to be distributed,
      to the Participant no later than the Participant’s Required Beginning
      Date.

     

    2.2.    Death
      of Participant Before Distributions Begin.
      If the
      Participant dies before distributions begin, the Participant’s entire interest
      will be distributed, or begin to be distributed, no later than as
      follows:

     

    (a)    If
      the
      Participant’s surviving Spouse is the Participant’s sole designated beneficiary,
      then distributions to the surviving Spouse will begin by December 31 of the
      calendar year immediately following the calendar year in which the Participant
      died, or by December 31 of the calendar year in which the Participant would
      have
      attained age 70 1/2, if later.

     

    
      
        
          
          

        

        
          Appendix
            A-1

          
            

          

        

        
          
          

        

      

    

    


    (b)    If
      the
      Participant’s surviving Spouse is not the Participant’s sole designated
      beneficiary, then distributions to the designated beneficiary will begin by
      December 31 of the calendar year immediately following the calendar year in
      which the Participant died.

     

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

     

    (d)    If
      the
      Participant’s surviving Spouse is the Participant’s sole designated beneficiary
      and the surviving Spouse dies after the Participant but before distributions
      to
      the surviving Spouse begin, this Section 2.2, other than Section 2.2(a), will
      apply as if the surviving Spouse were the Participant.

     

    For
      purposes of this Section 2.2 and Section 5, distributions are considered to
      begin on the Participant’s Required Beginning Date (or, if Section 2.2(d)
      applies, the date distributions are required to begin to the surviving Spouse
      under Section 2.2(a)). If annuity payments irrevocably commence to the
      Participant before the Participant’s Required Beginning Date (or to the
      Participant’s surviving Spouse before the date distributions are required to
      begin to the surviving Spouse under Section 2.2(a)), the date distributions
      are
      considered to begin is the date distributions actually commence.

     

    2.3.    Form
      of Distribution.
      Unless
      the Participant’s interest is distributed in the form of an annuity purchased
      from an insurance company or in a single sum on or before the Required Beginning
      Date, as of the first distribution calendar year distributions will be made
      in
      accordance with Sections 3, 4 and 5 of this Appendix A. If the Participant’s
      interest is distributed in the form of an annuity purchased from an insurance
      company, distributions thereunder will be made in accordance with the
      requirements of Section 401(a)(9) of the Code and the Treasury Regulations.
      Any
      part of the Participant’s interest which is in the form of an individual account
      described in Section 414(k) of the Code will be distributed in a manner
      satisfying the requirements of Section 401(a)(9) of the Code and the Treasury
      Regulations that apply to individual accounts.

     

    Section
      3.    Determination
      of Amount to be Distributed Each Year.

     

    3.1.    General
      Annuity Requirements.
      If the
      Participant’s interest is paid in the form of annuity distributions under the
      Plan, payments under the annuity will satisfy the following
      requirements:

     

    (a)    the
      annuity distributions will be paid in periodic payments made at intervals not
      longer than one year;

     

    (b)    the
      distribution period will be over a life (or lives) or over a period certain
      not
      longer than the period described in Section 4 or 5;

     

    (c)    once
      payments have begun over a period certain, the period certain will not be
      changed even if the period certain is shorter than the maximum
      permitted;

     

    (d)    payments
      will either be nonincreasing or increase only as follows:

     

    
      
        
          
          

        

        
          Appendix
            A-2

          
            

          

        

        
          
          

        

      

    

    


    (1)    by
      an
      annual percentage increase that does not exceed the annual percentage increase
      in a cost-of-living index that is based on prices of all items and issued by
      the
      Bureau of Labor Statistics;

     

    (2)    to
      the
      extent of the reduction in the amount of the Participant’s payments to provide
      for a survivor benefit upon death, but only if the Beneficiary whose life was
      being used to determine the distribution period described in Section 4 dies
      or
      is no longer the Participant’s Beneficiary pursuant to a qualified domestic
      relations order within the meaning of Section 414(p);

     

    (3)    to
      provide cash refunds of employee contributions upon the Participant’s death;
      or

     

    (4)    to
      pay
      increased benefits that result from a plan amendment.

     

    3.2.    Amount
      Required to be Distributed by Required Beginning Date.
      The
      amount that must be distributed on or before the Participant’s Required
      Beginning Date (or, if the Participant dies before distributions begin, the
      date
      distributions are required to begin under Section 2.2(a) or (b)) is the payment
      that is required for one payment interval. The second payment need not be made
      until the end of the next payment interval even if that payment interval ends
      in
      the next calendar year. Payment intervals are the periods for which payments
      are
      received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the
      Participant’s benefit accruals as of the last day of the first distribution
      calendar year will be included in the calculation of the amount of the annuity
      payments for payment intervals ending on or after the Participant’s Required
      Beginning Date.

     

    3.3.    Additional
      Accruals After First Distribution Calendar Year.
      Any
      additional benefits accruing to the Participant in a calendar year after the
      first distribution calendar year will be distributed beginning with the first
      payment interval ending in the calendar year immediately following the calendar
      year in which such amount accrues.

     

    Section
      4.    Requirements
      For Annuity Distributions That Commence During Participant’s
      Lifetime.

     

    4.1.    Joint
      Life Annuities Where the Beneficiary Is Not the Participant’s Spouse.
If
      the
      Participant’s interest is being distributed in the form of a joint and survivor
      annuity for the joint lives of the Participant and a nonspouse Beneficiary,
      annuity payments to be made on or after the Participant’s Required Beginning
      Date to the designated beneficiary after the Participant’s death must not at any
      time exceed the applicable percentage of the annuity payment for such period
      that would have been payable to the Participant using the table set forth in
      Q&A-2 of Section 1.401(a)(9)-6T of the Treasury Regulations. If the form of
      distribution combines a joint and survivor annuity for the joint lives of the
      Participant and a nonspouse Beneficiary and a period certain annuity, the
      requirement in the preceding sentence will apply to annuity payments to be
      made
      to the designated beneficiary after the expiration of the period
      certain.

     

    4.2.    Period
      Certain Annuities.
      Unless
      the Participant’s Spouse is the sole designated beneficiary and the form of
      distribution is a period certain and no life annuity, the period certain for
      an
      annuity distribution commencing during the Participant’s lifetime may not exceed
      the applicable distribution period for the Participant under the Uniform
      Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations
      for the calendar year that contains the annuity starting date. If the annuity
      starting date precedes the year in which the Participant reaches age 70, the
      applicable distribution period for the Participant is the distribution period
      for age 70 under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9
      of the Treasury Regulations plus the excess of 70 over the age of the
      Participant as of the Participant’s birthday in the year that contains the
      annuity starting date. If the Participant’s Spouse is the Participant’s sole
      designated beneficiary and the form of distribution is a period certain and
      no
      life annuity, the period certain may not exceed the longer of the Participant’s
      applicable distribution period, as determined under this Section 4.2, or the
      joint life and last survivor expectancy of the Participant and the Participant’s
      Spouse as determined under the Joint and Last Survivor Table set forth in
      Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and
      Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the
      calendar year that contains the annuity starting date.

     

    
      
        
          
          

        

        
          Appendix
            A-3

          
            

          

        

        
          
          

        

      

    

    


    Section
      5.    Requirements
      For Minimum Distributions Where Participant Dies Before Date Distributions
      Begin.

     

    5.1.    Participant
      Survived by Designated Beneficiary. If
      the
      Participant dies before the date distribution of his or her interest begins
      and
      there is a designated beneficiary, the Participant’s entire interest will be
      distributed, beginning no later than the time described in Section 2.2(a) or
      (b), over the life of the designated beneficiary or over a period certain not
      exceeding:

     

    (a)    unless
      the annuity starting date is before the first distribution calendar year, the
      life expectancy of the designated beneficiary determined using the Beneficiary’s
      age as of the Beneficiary’s birthday in the calendar year immediately following
      the calendar year of the Participant’s death; or

     

    (b)    if
      the
      annuity starting date is before the first distribution calendar year, the life
      expectancy of the designated beneficiary determined using the Beneficiary’s age
      as of the Beneficiary’s birthday in the calendar year that contains the annuity
      starting date.

     

    5.2.    No
      Designated Beneficiary. If
      the
      Participant dies before the date distributions begin and there is no designated
      beneficiary as of September 30 of the year following the year of the
      Participant’s death, distribution of the Participant’s entire interest will be
      completed by December 31 of the calendar year containing the fifth anniversary
      of the Participant’s death.

     

    5.3.    Death
      of Surviving Spouse Before Distributions to Surviving Spouse Begin.
If
      the
      Participant dies before the date distribution of his or her interest begins,
      the
      Participant’s surviving Spouse is the Participant’s sole designated beneficiary,
      and the surviving Spouse dies before distributions to the surviving Spouse
      begin, this Section 5 will apply as if the surviving Spouse were the
      Participant, except that the time by which distributions must begin will be
      determined without regard to Section 2.2(a).

     

    Section
      6.    Definitions.

     

    6.1.    Designated
      beneficiary.
      The
      individual who is designated as the Beneficiary under Section 1.09 of the
      Plan and
      is
      the designated beneficiary under Section 401(a)(9) of the Internal Revenue
      Code
      and Section 1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.

     

    
      
        
          
          

        

        
          Appendix
            A-4

          
            

          

        

        
          
          

        

      

    

    


    6.2.    Distribution
      calendar year.
      A
      calendar year for which a minimum distribution is required. For distributions
      beginning before the Participant’s death, the first distribution calendar year
      is the calendar year immediately preceding the calendar year which contains
      the
      Participant’s Required Beginning Date. For distributions beginning after the
      Participant’s death, the first distribution calendar year is the calendar year
      in which distributions are required to begin pursuant to Section
      2.2.

     

    6.3.    Life
      expectancy.
      Life
      expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9
      of the Treasury Regulations.

     

    6.4.    Required
      Beginning Date.
      The
      date specified in Section 1.43 of the Plan.

     

    
      
        
          
          

        

        
          Appendix
            A-5

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

     

    CHARTER


     

    OF
      THE


     

    RETIREMENT
      PLAN
      ADMINISTRATIVE COMMITTEE

     

    1.    Purpose.
      The
      primary purpose of the Administrative
      Committee (the “Committee”) is to act
      on
      behalf of AllianceBernstein L.P. (formerly known as Alliance Capital Management
      L.P.) (the “Company”) in the Company’s role as the administrator
      of the
      Retirement Plan for Employees of AllianceBernstein L.P. (formerly known as
      the
      Retirement Plan for Employees of Alliance Capital Management L.P.) (the “Plan”)
      in accordance with the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

     

    2.    Composition
      and Term.
      The
      Committee shall be composed of at least two members. The members of the
      Committee shall be appointed by the Compensation
      Committee of the board
      of
      directors (the “Board”) of AllianceBernstein Corporation (formerly known as
      Alliance Capital Management Corporation), the general partner of the
      Company
      (the
“General Partner”),
      and each
      such member shall serve at the pleasure of the Board. The Compensation Committee
      of the Board may remove any member of the Committee at any time, with or without
      cause. The Compensation Committee of the Board shall appoint a new member of
      the
      Committee as soon as is reasonably possible after such a removal. Until a new
      appointment is made, the remaining members of the Committee shall have full
      authority to act, subject to the limitation set forth in the last sentence
      of
      this Section. No person shall be ineligible to be a member of the Committee
      because he or she is, was or may become entitled to benefits under the Plan
      or
      because he or she is a member
      of
      the Board
      and/or
an
      officer
      of the Company or related entity or a trustee for the Plan; provided that,
      no
      member of the Committee shall participate in any determination by the Committee
      specifically relating to the disposition of his or her benefits
      under
      the Plan.

     

    3.    Appointment
      to and Resignation From the Committee.
      Any
      person appointed to be a member of the Committee shall signify his or her
      acceptance in writing to the Secretary of the General Partner. Any member of
      the
      Committee may resign by delivering his or her written resignation to the
      Secretary of the General Partner. Such resignation shall become effective upon
      delivery or at any later date specified therein.

     

    4.    Internal
      Structure of Committee.
      The
      members of the Committee may elect from their number a Chairman. The Committee
      may designate any member of the Committee to execute documents on its behalf
      as
      it deems necessary or appropriate to carry out its responsibilities hereunder.
      The Committee may form and delegate authority to subcommittees
      (which
      may consist of only one member of the Committee, and which may include persons
      who are not members of the Committee)
      to the
      extent the Committee deems necessary or appropriate.

     

    5.    Reimbursement
      of Committee Expenses.
      The
      members of the Committee shall serve without compensation for their services
      as
      such members. The Plan shall pay or reimburse the members of the Committee
      for
      all reasonable expenses incurred in connection with their duties with respect
      to
      the Plan unless the Company or other affiliate participating in the Plan pays
      or
      reimburses the members of the Committee for such expenses. Such expenses shall
      include any expenses incidental to the operation of the Plan,
      including, but not limited to, fees of legal counsel, actuaries, accountants,
      investment advisors and other agents or specialists and similar costs, provided
      that any such advisor
      shall be
      retained only as approved by the majority of the members of the Committee except
      to the extent that an issue involves a breach of fiduciary duty and the majority
      of members of the Committee has refused to retain appropriate advisors. To
      the
      extent that the members of the Committee are required to serve subject to a
      bond, the Company shall pay the premiums thereon.

     

    
      
        
          
          

        

        
          Exh.
            A-1

          
            

          

        

        
          
          

        

      

    

    


    6.    Action
      by Majority of the Committee.
      A
      majority of the members of the Committee at the time in office may do any act
      which the Plan authorizes or requires the Committee to do, and the action of
      such majority of the members expressed from time to time by a vote at a meeting,
      shall
      constitute the action of the Committee and shall have the same effect for all
      purposes as if assented to by all the members. Persons may participate in
      meetings by means of telephone conference or similar communications equipment
      allowing all persons participating in the meeting to hear each other at the
      same
      time. All of the members of Committee at any time in office, acting unanimously,
      may do any act which the Plan authorizes or requires the Committee to do, which
      act may be evidenced by a writing without a meeting (and such writing may
      include facsimile transmissions, e-mail or other forms of electronic writing).
      The writing evidencing each action taken without a meeting shall require the
      signature or other affirmative indication of consent of each member of the
      Committee at the time in office. The Secretary of the Committee shall maintain
      minutes reflecting the Committee’s meetings and shall cause each action taken in
      writing without a meeting to be included in the minutes of the Committee.
      Minutes of each meeting shall be distributed to the entire
      Committee.

     

    Except
      in
      extraordinary circumstances as determined by the Chairman of the Committee,
      notice shall be delivered to all Committee members at least 48 hours in advance
      of the scheduled meeting. Attendance at any meeting,
      whether
      in person or telephonically,
      by a
      member of the Committee shall be a conclusive waiver of any objection to the
      notice of such meeting given to such member.

     

    7.    Administrative
      Matters.
      The
      Committee shall meet at such times and from time-to-time
      as
      it deems appropriate. The Committee may request members of management or others,
      including, without limitation, legal counsel, actuaries, accountants, investment
      advisors and internal auditors, to attend meetings and provide pertinent
      information as necessary.

     

    The
      Committee may establish procedures for (i) the allocation of fiduciary
      responsibilities (other than “trustee responsibilities,” as defined in Section
      405(c) of ERISA) under the Plan among its members and (ii) the designation
      of
      persons other than named fiduciaries to carry out fiduciary responsibilities
      (other than trustee responsibilities) under the Plan. If any fiduciary
      responsibility is allocated or if any person is designated to carry out any
      responsibility pursuant to the preceding sentence, the named fiduciary will
      not
      be liable for any act or omission of such person in carrying out such
      responsibility, except as provided in Section 405(c)(2) of ERISA.

     

    8.    Counsel
      and Agents.
      The
      Committee may employ such advisors, including legal counsel, actuaries,
      accountants, investment advisors, and
      such
      other service providers as it may require in carrying out the provisions of
      the
      Plan or their duties to the Plan. Unless otherwise provided by law, any person
      so employed by the Committee may be legal or other counsel to the Company or
      an
      affiliate thereof, a member of the Committee or an officer or member of the
      governing board of a participating entity or an affiliate thereof, including
      the
      Board.

     

    
      
        
          
          

        

        
          Exh.
            A-2

          
            

          

        

        
          
          

        

      

    

    


    9.    ERISA
      Fiduciary Responsibility.
      The
      Committee shall be the “Named Fiduciary,” as defined in Section 402(a)(2) of
      ERISA, for the Plan except
      with
      respect to the control and management of the assets of the Plan and the
      appointment of investment managers
      (with
      respect to which the Investment Committee is the named fiduciary).

     

    10.    Powers
      of the Committee.
      Subject
      to the limitations of the Plan and as set forth in Section 9 above, the
      Committee shall have, without exclusion, all powers conferred on it under the
      terms of the Plan, including, without limitation, the following powers with
      respect to the Plan (it being intended that these powers be construed in the
      broadest possible manner):

     

    (a)    To
      make
      such rules and regulations as it deems necessary or proper for the
      administration of the Plan and the transaction of business thereunder which
      are
      not inconsistent with the terms and provisions of the Plan and which relate
      to
      the duties or responsibilities of the Committee;

     

    (b)    To
      appoint and monitor the performance of insurance carriers, investment managers,
      investment consultants
      or other
      entities as it deems necessary for the proper administration and operation
      of
the
      Plan
      and to assign and reassign assets to and among such insurance carriers and
      investment managers;

     

    (c)    To
      take
      such other action or make such determinations in accordance with the Plan as
      it
      deems appropriate;

     

    (d)    To
      make
      or obtain such analyses, evaluations, advice or opinions, and retain such legal
      counsel, actuaries, accountants, investment advisors and other persons,
      including persons employed by the Company, as it may deem necessary or
      advisable;

     

    (e)    To
      designate one or more persons, other than a member of the Committee, to whom
      the
      Committee may delegate, and among whom the Committee may allocate,
      specified
      fiduciary responsibilities;
      provided
      that any
      such delegation shall
      be
      in writing, shall specify the person so designated and the terms of the
      delegation and shall be terminable by the Committee or the Board;

     

    (f)    To
      designate any of the members of the Committee to execute and deliver on its
      behalf documents and instruments of such types and bearing on such matters
      as
      may be specified in a
      resolution, and any such document or instrument may be accepted and relied
      upon
      as the act of the Committee;

     

    (g)    To
      report
      to the Compensation Committee of the Board, not less often than annually, on
      the
      performance of its responsibilities and on the performance of any
      trustee,
      investment manager, insurance carrier
      or
      other
      persons
      to whom any of its powers and responsibilities may have been delegated pursuant
      to this Charter and on the financial condition of the
      Plan
      for the
      preceding year; and

     

    
      
        
          
          

        

        
          Exh.
            A-3

          
            

          

        

        
          
          

        

      

    

    


    (h)    To
      recommend to the Compensation Committee of the Board changes to this
      Charter.

     

    The
      foregoing list of powers is not intended to be either complete or exclusive,
      and
      the Committee shall, in addition, have such powers as may be necessary for
      the
      performance of its duties under the Plan and its
      trust
      agreement.

     

    11.    Accounts
      and Records.
      The
      Committee shall maintain such accounts and records regarding the fiscal and
      other transactions of the Plan and such other data as may be required to carry
      out its functions under the Plan and to comply with all applicable
      laws.

     

    12.    Standard
      of Conduct.
      The
      members of the Committee shall discharge their duties with respect to the Plan
      solely in the interests of the participants in the Plan and their beneficiaries;
      and

     

    (a)    for
      the
      exclusive purpose of providing benefits to participants and their beneficiaries
      and defraying reasonable expenses of administering the Plan;

     

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

     

    (c)    in
      accordance with the documents and instruments governing the Plan, insofar as
      such documents and instruments are consistent with the provisions of
      ERISA.

     

    13.    Limitation
      of Committee Role.
      While
      the Committee has the responsibilities and powers set forth in this Charter,
      it
      is not the duty of the Committee to make
      investment- related decisions with respect to the Plan, including the
      appointment of one or more investment managers for the Plan, or establish or
      carry out an investment policy with respect to the Plan. These are the
      responsibilities of the Investment Committee for the Plan. Nor is it the duty
      of
      the Committee to approve amendments to the Plan that are “settlor” in
      nature.

     

    14.    Integration
      with Plan.
      This
      Charter constitutes a part of the Plan and may be amended only by
      action
      of the
      Compensation Committee
      of the
      Board.

     

    
      
        
          
          

        

        
          Exh.
            A-4

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    CHARTER


     

    OF
      THE


     

    RETIREMENT
      PLAN INVESTMENT COMMITTEE

     

    1.    Purpose.
      The
      primary purpose of the Investment Committee (the “Committee”) is to oversee the
      investment of the assets of the Retirement Plan for Employees of
      AllianceBernstein L.P. (formerly known as the Retirement Plan for Employees
      of
      Alliance Capital Management L.P.) (the “Plan”) in accordance with investment
      guidelines in effect from time to time and subject to the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), on behalf of
      AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.)
      (the
“Company”).

     

    2.    Composition
      and Term.
      The
      Committee shall be composed of at least two members. The members of the
      Committee shall be appointed by the Compensation Committee of the board of
      directors (the “Board”) of AllianceBernstein Corporation (formerly known as
      Alliance Capital Management Corporation), the general partner of the Company
      (the “General Partner”), and each such member shall serve at the pleasure of the
      Board. The Compensation Committee of the Board may remove any member of the
      Committee at any time, with or without cause. The Compensation Committee of
      the
      Board shall appoint a new member of the Committee as soon as is reasonably
      possible after such a removal. Until a new appointment is made, the remaining
      members of the Committee shall have full authority to act, subject to the
      limitation set forth in the last sentence of this Section. No person shall
      be
      ineligible to be a member of the Committee because he or she is, was or may
      become entitled to benefits under the Plan or because he or she is a member
      of
      the Board and/or an officer of the Company or related entity or a trustee for
      the Plan; provided that, no member of the Committee shall participate in any
      determination by the Committee specifically relating to the disposition of
      his
      or her benefits under the Plan.

     

    3.    Appointment
      to and Resignation From the Committee.
      Any
      person appointed to be a member of the Committee shall signify his or her
      acceptance in writing to the Secretary of the General Partner. Any member of
      the
      Committee may resign by delivering his or her written resignation to the
      Secretary of the General Partner. Such resignation shall become effective upon
      delivery or at any later date specified therein.

     

    4.    Internal
      Structure of Committee.
      The
      members of the Committee may elect from their number a Chairman. The Secretary
      or any Assistant Secretary of the General Partner shall be the Secretary of
      the
      Committee. The Committee may designate any member of the Committee to execute
      documents on its behalf as it deems necessary or appropriate to carry out its
      responsibilities hereunder. The Committee may form and delegate authority to
      subcommittees (which may consist of only one member of the Committee, and which
      may include persons who are not members of the Committee) to the extent the
      Committee deems necessary or appropriate.

     

    5.    Reimbursement
      of Committee Expenses.
      The
      members of the Committee shall serve without compensation for their services
      as
      such members. The Plan shall pay or reimburse the members of the Committee
      for
      all reasonable expenses incurred in connection with their duties with respect
      to
      the Plan unless the Company or other affiliate participating in the Plan pays
      or
      reimburses the members of the Committee for such expenses. Such expenses shall
      include any expenses incidental to the operation of the Plan, including, but
      not
      limited to, fees of legal counsel, actuaries, accountants, investment advisors
      and other agents or specialists and similar costs, provided that any such
      advisor shall be retained only as approved by the majority of the members of
      the
      Committee except to the extent that an issue involves a breach of fiduciary
      duty
      and the majority of members of the Committee has refused to retain appropriate
      advisors. To the extent that the members of the Committee are required to serve
      subject to a bond, the Company shall pay the premiums thereon.

     

    
      
        
          
          

        

        
          Exh.
            B-1

          
            

          

        

        
          
          

        

      

    

    


    6.    Action
      by Majority of the Committee.
      A
      majority of the members of the Committee at the time in office may do any act
      which the Plan authorizes or requires the Committee to do, and the action of
      such majority of the members expressed from time to time by a vote at a meeting,
      shall constitute the action of the Committee and shall have the same effect
      for
      all purposes as if assented to by all the members. Persons may participate
      in
      meetings by means of telephone conference or similar communications equipment
      allowing all persons participating in the meeting to hear each other at the
      same
      time. All of the members of Committee at any time in office, acting unanimously,
      may do any act which the Plan authorizes or requires the Committee to do, which
      act may be evidenced by a writing without a meeting (and such writing may
      include facsimile transmissions, e-mail or other forms of electronic writing).
      The writing evidencing each action taken without a meeting shall require the
      signature or other affirmative indication of consent of each member of the
      Committee at the time in office. The Secretary of the Committee shall maintain
      minutes reflecting the Committee’s meetings and shall cause each action taken in
      writing without a meeting to be included in the minutes of the Committee.
      Minutes of each meeting shall be distributed to the entire
      Committee.

     

    Except
      in
      extraordinary circumstances as determined by the Chairman of the Committee,
      notice shall be delivered to all Committee members at least 48 hours in advance
      of the scheduled meeting. Attendance at any meeting, whether in person or
      telephonically, by a member of the Committee shall be a conclusive waiver of
      any
      objection to the notice of such meeting given to such member.

     

    7.    Administrative
      Matters.
      The
      Committee shall meet at such times and from time to time as it deems
      appropriate. The Committee may request members of management or others,
      including, without limitation, legal counsel, actuaries, accountants, investment
      advisors and internal auditors, to attend meetings and provide pertinent
      information as necessary.

     

    The
      Committee may establish procedures for (i) the allocation of fiduciary
      responsibilities (other than “trustee responsibilities,” as defined in Section
      405(c) of ERISA) under the Plan among its members and (ii) the designation
      of
      persons other than named fiduciaries to carry out fiduciary responsibilities
      (other than trustee responsibilities) under the Plan. If any fiduciary
      responsibility is allocated or if any person is designated to carry out any
      responsibility pursuant to the preceding sentence, the named fiduciary will
      not
      be liable for any act or omission of such person in carrying out such
      responsibility, except as provided in Section 405(c)(2) of ERISA.

     

    8.    Counsel
      and Agents.
      The
      Committee may employ such advisors, including legal counsel, actuaries,
      accountants, investment advisors, and such other service providers as it may
      require in carrying out the provisions of the Plan or their duties to the Plan.
      Unless otherwise provided by law, any person so employed by the Committee may
      be
      legal or other counsel to the Company or an affiliate thereof, a member of
      the
      Committee or an officer or member of the governing board of a participating
      entity or an affiliate thereof, including the Board.

     

    
      
        
          
          

        

        
          Exh.
            B-2

          
            

          

        

        
          
          

        

      

    

    


    9.    ERISA
      Fiduciary Responsibility.
      The
      Committee shall be the “Named Fiduciary,” as defined in Section 402(a)(2) of
      ERISA, for the Plan with respect to the control and management, including,
      without limitation, the investment, of the assets of the Plan and the
      appointment of investment managers.

     

    10.   Powers
      of the Committee.
      Subject
      to the limitations of the Plan and as set forth in Section 9 above, the
      Committee shall have, without exclusion, all powers conferred on it under the
      terms of the Plan, including, without limitation, the following powers with
      respect to the Plan (it being intended that these powers be construed in the
      broadest possible manner):

     

    (a)    To
      adopt
      a statement of investment policy for the Plan;

     

    (b)    To
      make
      such rules and regulations as it deems necessary or proper for the
      administration of the Plan and the transaction of business thereunder which
      are
      not inconsistent with the terms and provisions of the Plan and which relate
      to
      the duties or responsibilities of the Committee;

     

    (c)    To
      control and manage the assets of the Plan consistent with the purpose and terms
      of the Plan, including, but not by way of limitation, the investment policy
      of
      the Plan, taking into account short-term and long-term liquidity
      needs;

     

    (d)    To
      appoint “investment managers,” as defined in Section 3(38) of ERISA, who will
      invest and reinvest the assets of the Plan in such securities or other property,
      real or personal, within or without the United States, as it in their sole
      discretion shall deem proper including, without limitation, interests or part
      interests in any bond and mortgage or note and mortgage, mutual funds,
      certificates of deposit, commercial paper and other short-term or demand
      obligations, secured or unsecured, whether issued by governmental or
      quasi-governmental agencies or corporations or by any firm or corporation;
      provided that the Committee may in its sole discretion direct the investment
      managers to keep such portion of the assets of the Plan in cash or cash balances
      for such reasonable periods as the Committee may from time to time deem
      prudent;

     

    (e)    To
      appoint and monitor the performance of insurance carriers, investment managers,
      investment consultants or other entities as it deems necessary for the proper
      administration and operation of the Plan and to assign and reassign assets
      to
      and among such insurance carriers and investment managers;

     

    (f)    To
      take
      such other action or make such determinations in accordance with the Plan as
      it
      deems appropriate;

     

    (g)    To
      make
      or obtain such analyses, evaluations, advice or opinions, and retain such legal
      counsel, actuaries, accountants, investment advisors and other persons,
      including persons employed by the Company, as it may deem necessary or
      advisable;

     

    
      
        
          
          

        

        
          Exh.
            B-3

          
            

          

        

        
          
          

        

      

    

    


    (h)    To
      designate one or more persons, other than a member of the Committee, to whom
      the
      Committee may delegate, and among whom the Committee may allocate, specified
      fiduciary responsibilities; provided that any such delegation shall be in
      writing, shall specify the person so designated and the terms of the delegation,
      and shall be terminable by the Committee or the Board;

     

    (i)    To
      designate any of the members of the Committee to execute and deliver on its
      behalf documents and instruments of such types and bearing on such matters
      as
      may be specified in a resolution, and any such document or instrument may be
      accepted and relied upon as the act of the Committee;

     

    (j)    To
      report
      to the Compensation Committee of the Board, not less often than annually, on
      the
      performance of its responsibilities and on the performance of any trustee,
      investment manager, insurance carrier or persons to whom any of its powers
      and
      responsibilities may have been delegated pursuant to this Charter and on the
      financial condition of a plan for the preceding year; and

     

    (k)    To
      recommend to the Compensation Committee of the Board changes to this
      Charter.

     

    The
      foregoing list of powers is not intended to be either complete or exclusive,
      and
      the Committee shall, in addition, have such powers as may be necessary for
      the
      performance of its duties under the Plan and its trust agreement.

     

    11.    Accounts
      and Records.
      The
      Committee shall maintain such accounts and records regarding the fiscal and
      other transactions of the Plan and such other data as may be required to carry
      out its functions under the Plan and to comply with all applicable
      laws.

     

    12.    Standard
      of Conduct.
      The
      members of the Committee shall discharge their duties with respect to the Plan
      solely in the interests of the participants in the Plan and their beneficiaries;
      and

     

    (a)    for
      the
      exclusive purpose of providing benefits to participants and their beneficiaries
      and defraying reasonable expenses of administering the Plan;

     

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

     

    (c)    by
      diversifying the investments of the Plan so as to minimize the risk of large
      losses, unless under the circumstances it is clearly prudent not to do so;
      and

     

    (d)    in
      accordance with the documents and instruments governing the Plan, insofar as
      such documents and instruments are consistent with the provisions of
      ERISA.

     

    13.    Limitation
      of Committee Role.
      While
      the Committee has the responsibilities and powers set forth in this Charter,
      it
      is not the duty of the Committee to take other administration-related actions
      or
      decisions with respect to the Plan. These are the responsibilities of the
      Administrative Committee of the Plan. Further it is not the duty of the
      Committee to approve amendments to the Plan that are “settlor” in
      nature.

     

    
      
        
          
          

        

        
          Exh.
            B-4

          
            

          

        

        
          
          

        

      

    

    


    14.    Integration
      with Plan.
      This
      Charter constitutes a part of the Plan and may be amended only by action of
      the
      Compensation Committee of the Board.

     

     

    Exh.
      B-5