Unassociated Document


    Exhibit
      10.1

    


    


    


    


    


    


    CENTURYTEL
      DOLLARS & SENSE

     

    401(k)
      PLAN AND TRUST

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

     

    


     

    


     

    As
      Amended and Restated

    Through
      December 31, 2006

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    

      CENTURYTEL
        DOLLARS & SENSE 401(K) PLAN AND TRUST

       

      As
        Amended and Restated

      Effective
        December
        31, 2006

       

      CenturyTel,
        Inc. (the “Company”) established the CenturyTel Dollars & Sense 401(k) Plan
        (formerly the CenturyTel, Inc. Dollars & Sense Plan and Trust) (the “Plan”),
        for the exclusive benefit of eligible employees of the Company and its
        participating affiliates on May 1, 1986. 

       

      The
        Plan
        holds the assets of the Telephone USA of Wisconsin, LLC 401(k) Plan and Trust,
        which merged into the Plan effective December 31, 2006. Further, the CenturyTel,
        Inc. Employee Stock Ownership Plan (“ESOP”) was amended to fully vest active
        participants and permit 100% diversification of Company Stock as of November
        6,
        2006 and to merge its assets into the Plan effective December 31, 2006. The
        Plan
        was amended effective December 31, 2006 to create an employee stock ownership
        plan within the Plan, represented by the ESOP assets held in the form of
        Company
        Stock. The Plan also holds the assets of the CenturyTel Security Systems,
        Inc.
        401(k) Plan and Trust, which will merge into the Plan effective January 1,
        2007.
        Appendices A and B attached hereto identify other plans that have been merged
        into this Plan. The Plan is intended to constitute a qualified profit sharing
        plan, as described in Code Section 401(a), which includes a qualified cash
        or
        deferred arrangement, as described in Code Section 401(k) and an employee
        stock
        ownership plan, as described in Code Section 4975(e)(7). 

       

      The
        assets of the ESOP Accounts are held in the CenturyTel, Inc. Employee Stock
        Ownership Trust I and the assets of the PAYSOP Accounts and the Stock Bonus
        Accounts are held in the CenturyTel, Inc. Employee Stock Ownership Trust
        II (the
“ESOP Trusts”), each ESOP Trust is incorporated herein as Appendix D and E,
        respectively. The Trustee of the ESOP Trusts is Sterne, Agee & Leach, Inc.
        The remaining assets of the Plan, including assets transferred from CenturyTel
        Security Systems, Inc. 401(k) Plan and Trust and the Telephone USA of Wisconsin,
        LLC 401(k) Plan and Trust, are held in the CenturyTel Dollars & Sense 401(k)
        Trust (“Dollars & Sense Trust”). The Dollars and Sense Trust is incorporated
        herein as Appendix F. The Trustee of the Dollars & Sense Trust is T. Rowe
        Price Trust Company. Each Trust is intended to be tax exempt, as described
        in
        Code Section 501(a). The assets of each Trust shall be available to pay all
        benefits under the Plan, from any account thereunder.

       

      The
        Plan
        is intended to comply with the qualification requirements of the Economic
        Growth
        and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), and other legal and
        regulatory changes since the last restatement, including requirements to
        adopt
“good faith” amendments applicable to Cycle A filers in IRS Notice 2005-101, and
        is intended to comply in operation therewith. The Plan is also restated in
        good
        faith compliance with the final Treasury Regulations that were issued under
        Code
        Sections 401(k) and 401(m) and such provisions are effective January 1, 2006.
        To
        the extent that the Plan, as set forth below, is subsequently determined
        to be
        insufficient to comply with such requirements and any regulations issued,
        the
        Plan shall later be amended to so comply. 

       

      The
        Plan
        constitutes an amendment and restatement of the CenturyTel, Inc. Dollars
&
Sense Plan and Trust, and each recently merged plan, effective December 31,
        2006, unless stated otherwise herein. The Plan name is being changed to the
        CenturyTel Dollars & Sense 401(k) Plan and Trust with this amendment and
        restatement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      TABLE
        OF CONTENTS

       

      Page

       

      
        	
                ARTICLE
                  I DEFINITIONS

              	
                1

              
	
                1.1

              	
                ACCRUED
                  BENEFIT

              	
                1

              
	
                1.2

              	
                ADDITIONAL
                  MATCH ACCOUNT

              	
                2

              
	
                1.3

              	
                ADDITIONAL
                  MATCH CONTRIBUTIONS

              	
                2

              
	
                1.4

              	
                ADMINISTRATOR
                  OR PLAN ADMINISTRATOR

              	
                2

              
	
                1.5

              	
                AFFILIATED
                  EMPLOYER

              	
                2

              
	
                1.6

              	
                BENEFICIARY

              	
                2

              
	
                1.7

              	
                BOARD
                  OR BOARD OF DIRECTORS

              	
                2

              
	
                1.8

              	
                CATCH-UP
                  CONTRIBUTIONS

              	
                2

              
	
                1.9

              	
                CODE

              	
                2

              
	
                1.10

              	
                COMMITTEE

              	
                2

              
	
                1.11

              	
                COMPANY

              	
                2

              
	
                1.12

              	
                COMPANY
                  STOCK

              	
                2

              
	
                1.13

              	
                COMPENSATION

              	
                2

              
	
                1.14

              	
                DISCRETIONARY
                  MATCH ACCOUNT

              	
                4

              
	
                1.15

              	
                EFFECTIVE
                  DATE

              	
                4

              
	
                1.16

              	
                ELECTIVE
                  DEFERRAL ACCOUNT

              	
                4

              
	
                1.17

              	
                ELECTIVE
                  DEFERRALS

              	
                4

              
	
                1.18

              	
                EMPLOYEE

              	
                4

              
	
                1.19

              	
                EMPLOYER

              	
                4

              
	
                1.20

              	
                EMPLOYER
                  CONTRIBUTION ACCOUNTS

              	
                4

              
	
                1.21

              	
                EMPLOYER
                  MATCH ACCOUNT

              	
                5

              
	
                1.22

              	
                EMPLOYER
                  MATCH CONTRIBUTIONS

              	
                5

              
	
                1.23

              	
                ERISA

              	
                5

              
	
                1.24

              	
                ESOP
                  ACCOUNT

              	
                5

              
	
                1.25

              	
                ESOP
                  TRANSFER ACCOUNT

              	
                5

              
	
                1.26

              	
                FROZEN
                  ACCOUNTS

              	
                5

              
	
                1.27

              	
                FROZEN
                  PRIOR MATCH ACCOUNT

              	
                5

              
	
                1.28

              	
                FROZEN
                  PLAN

              	
                5

              
	
                1.29

              	
                FROZEN
                  PREDECESSOR PLANS

              	
                5

              
	
                1.30

              	
                FROZEN
                  PRE-TAX ACCOUNT

              	
                6

              
	
                1.31

              	
                FROZEN
                  ROLLOVER ACCOUNT

              	
                6

              
	
                1.32

              	
                HIGHLY
                  COMPENSATED EMPLOYEE

              	
                6

              
	
                1.33

              	
                INVESTMENT
                  OPTIONS

              	
                6

              
	
                1.34

              	
                LEASED
                  EMPLOYEE

              	
                6

              
	
                1.35

              	
                MATCHING
                  CONTRIBUTIONS

              	
                7

              
	
                1.36

              	
                NON-HIGHLY
                  COMPENSATED EMPLOYEE

              	
                7

              
	
                1.37

              	
                NORMAL
                  RETIREMENT AGE

              	
                7

              
	
                1.38

              	
                PARTICIPANT

              	
                7

              
	
                1.39

              	
                PARTICIPATING
                  EMPLOYERS

              	
                7

              
	
                1.40

              	
                PAYSOP
                  ACCOUNT

              	
                7

              
	
                1.41

              	
                PLAN

              	
                7

              
	
                1.42

              	
                PLAN
                  YEAR

              	
                7

              
	
                1.43

              	
                PREDECESSOR
                  PLANS

              	
                8

              
	
                1.44

              	
                PRIOR
                  MATCH ACCOUNT

              	
                8

              
	
                1.45

              	
                PROFIT
                  SHARING ACCOUNT

              	
                8

              
	
                1.46

              	
                PROFIT
                  SHARING CONTRIBUTIONS

              	
                8

              
	
                1.47

              	
                QUALIFIED
                  MATCHING CONTRIBUTION ACCOUNT

              	
                8

              
	
                1.48

              	
                QUALIFIED
                  MATCHING CONTRIBUTIONS

              	
                8

              
	
                1.49

              	
                QUALIFIED
                  NON-ELECTIVE CONTRIBUTION ACCOUNT

              	
                8

              
	
                1.50

              	
                QUALIFIED
                  NON-ELECTIVE CONTRIBUTIONS

              	
                8

              
	
                1.51

              	
                ROLLOVER
                  ACCOUNT

              	
                8

              
	
                1.52

              	
                STOCK
                  BONUS ACCOUNT

              	
                8

              
	
                1.53

              	
                TRUST
                  AGREEMENTS

              	
                9

              
	
                1.54

              	
                TRUSTEE

              	
                9

              
	
                1.55

              	
                VALUATION
                  DATE

              	
                9

              
	
                1.56

              	
                VOLUNTARY
                  AFTER-TAX ACCOUNT

              	
                9

              
	 	 
	
                ARTICLE
                  II ELIGIBILITY AND PARTICIPATION

              	
                9

              
	
                2.1

              	
                ACTIVE
                  PARTICIPATION

              	
                9

              
	
                2.2

              	
                EXCLUSION
                  OF CERTAIN EMPLOYEES

              	
                9

              
	
                2.3

              	
                RIGHTS
                  OF RETURNING VETERANS

              	
                9

              
	 	 
	
                ARTICLE
                  III CONTRIBUTIONS

              	
                10

              
	
                3.1

              	
                ELECTIVE
                  DEFERRALS

              	
                10

              
	
                3.2

              	
                EMPLOYER
                  MATCH CONTRIBUTIONS

              	
                11

              
	
                3.3

              	
                ADDITIONAL
                  MATCH CONTRIBUTIONS

              	
                13

              
	
                3.4

              	
                PROFIT
                  SHARING CONTRIBUTIONS

              	
                13

              
	
                3.5

              	
                FORFEITURES

              	
                13

              
	
                3.6

              	
                PAYMENT
                  OF CONTRIBUTIONS; TIMING

              	
                13

              
	
                3.7

              	
                ROLLOVERS
                  AND TRANSFERS

              	
                14

              
	
                3.8

              	
                RESTORATION
                  OF FORFEITURE

              	
                14

              
	
                3.9

              	
                AVERAGE
                  ACTUAL DEFERRAL PERCENTAGE TEST UNDER SECTION 401(K) OF THE
                  CODE

              	
                15

              
	
                3.10

              	
                LIMITATIONS
                  ON EMPLOYEE CONTRIBUTIONS AND EMPLOYER MATCHING
                  CONTRIBUTIONS

              	
                18

              
	
                3.11

              	
                CORRECTIVE
                  CONTRIBUTIONS.

              	
                23

              
	 	 
	
                ARTICLE
                  IV ALLOCATION OF FUNDS

              	
                24

              
	
                4.1

              	
                ALLOCATION
                  OF EMPLOYER CONTRIBUTIONS

              	
                24

              
	
                4.2

              	
                ALLOCATION
                  OF PROFIT SHARING CONTRIBUTIONS

              	
                24

              
	
                4.3

              	
                ALLOCATION
                  OF NET EARNINGS OR LOSSES OF THE TRUST

              	
                25

              
	
                4.4

              	
                VALUATIONS

              	
                25

              
	
                4.5

              	
                ACCOUNTING
                  FOR DISTRIBUTIONS

              	
                25

              
	
                4.6

              	
                SEPARATE
                  ACCOUNTS

              	
                25

              
	
                4.7

              	
                INVESTMENT
                  OF FUNDS

              	
                25

              
	 	 
	
                ARTICLE
                  V MAXIMUM CONTRIBUTIONS AND BENEFITS

              	
                27

              
	
                5.1

              	
                DEFINED
                  CONTRIBUTION LIMITATION

              	
                27

              
	 	 
	
                ARTICLE
                  VI ENTITLEMENT TO BENEFITS

              	
                28

              
	
                6.1

              	
                DISTRIBUTION
                  EVENTS

              	
                28

              
	
                6.2

              	
                DISABILITY

              	
                28

              
	
                6.3

              	
                DEATH

              	
                28

              
	
                6.4

              	
                OTHER
                  PERMITTED DISTRIBUTIONS

              	
                29

              
	 	 
	
                ARTICLE
                  VII DISTRIBUTION OF BENEFITS

              	
                31

              
	
                7.1

              	
                GENERAL

              	
                31

              
	
                7.2

              	
                METHOD
                  OF DISTRIBUTION

              	
                32

              
	
                7.3

              	
                INSTALLMENT
                  PAYMENTS

              	
                32

              
	
                7.4

              	
                COMMENCEMENT
                  OF BENEFITS

              	
                32

              
	
                7.5

              	
                MINIMUM
                  REQUIRED DISTRIBUTIONS

              	
                32

              
	
                7.6

              	
                DISTRIBUTION
                  OF DEATH BENEFITS

              	
                33

              
	
                7.7

              	
                DISTRIBUTION
                  UPON TERMINATION OF EMPLOYMENT AND RESTRICTIONS ON IMMEDIATE
                  DISTRIBUTION

              	
                36

              
	
                7.8

              	
                DIRECT
                  ROLLOVER

              	
                37

              
	
                7.9

              	
                QUALIFIED
                  DOMESTIC RELATIONS ORDER

              	
                38

              
	 	 
	
                ARTICLE
                  VIII BENEFICIARY AND PARTICIPANT INFORMATION

              	
                39

              
	
                8.1

              	
                DESIGNATION
                  OF BENEFICIARY

              	
                39

              
	
                8.2

              	
                INFORMATION
                  TO BE FURNISHED BY PARTICIPANT AND BENEFICIARIES

              	
                39

              
	 	 
	
                ARTICLE
                  IX LOANS TO PARTICIPANTS

              	
                40

              
	
                9.1

              	
                LOANS

              	
                40

              
	
                9.2

              	
                PARTICIPANT
                  LOAN PROGRAM

              	
                41

              
	 	 
	
                ARTICLE
                  X ESOP PROVISIONS

              	
                41

              
	
                10.1

              	
                STATUS
                  OF ESOP

              	
                41

              
	
                10.2

              	
                TRUST
                  OR TRUSTS

              	
                41

              
	
                10.3

              	
                INVESTMENT
                  DIVERSIFICATION

              	
                41

              
	
                10.4

              	
                COMPANY
                  STOCK DISTRIBUTIONS

              	
                41

              
	
                10.5

              	
                OPTIONAL
                  METHODS OF PAYMENT AVAILABLE AT RETIREMENT

              	
                42

              
	
                10.6

              	
                PAYMENT
                  IN SHARES OR CASH

              	
                43

              
	
                10.7

              	
                DIVIDENDS

              	
                43

              
	 	 
	
                ARTICLE
                  XI VOTING PROVISIONS

              	
                43

              
	
                11.1

              	
                VOTING
                  RIGHTS OF COMPANY STOCK

              	
                43

              
	
                11.2

              	
                RESPONDING
                  TO TENDER AND EXCHANGE OFFERS

              	
                44

              
	
                11.3

              	
                CONFIDENTIALITY

              	
                44

              
	 	 
	
                ARTICLE
                  XII TOP HEAVY PROVISIONS

              	
                45

              
	
                12.1

              	
                APPLICABILITY

              	
                45

              
	
                12.2

              	
                DEFINITIONS

              	
                45

              
	
                12.3

              	
                MINIMUM
                  ALLOCATION

              	
                48

              
	
                12.4

              	
                VESTING

              	
                49

              
	 	 
	
                ARTICLE
                  XIII ADMINISTRATION OF THE PLAN

              	
                49

              
	
                13.1

              	
                PLAN
                  COMMITTEE

              	
                49

              
	
                13.2

              	
                DUTIES
                  AND RESPONSIBILITIES OF FIDUCIARIES

              	
                50

              
	
                13.3

              	
                POWERS
                  AND RESPONSIBILITIES OF THE PLAN ADMINISTRATOR

              	
                50

              
	
                13.4

              	
                ALLOCATION
                  OF DUTIES AND RESPONSIBILITIES

              	
                51

              
	
                13.5

              	
                EXPENSES

              	
                51

              
	
                13.6

              	
                LIABILITIES

              	
                51

              
	
                13.7

              	
                CLAIMS
                  PROCEDURE

              	
                52

              
	 	 
	
                ARTICLE
                  XIV AMENDMENT, TERMINATION AND MERGER

              	
                53

              
	
                14.1

              	
                ADOPTION
                  OF PLAN

              	
                53

              
	
                14.2

              	
                AMENDMENTS

              	
                53

              
	
                14.3

              	
                PLAN
                  TERMINATION: DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS

              	
                53

              
	
                14.4

              	
                SUCCESSOR
                  EMPLOYER

              	
                54

              
	
                14.5

              	
                MERGER,
                  CONSOLIDATION OR TRANSFER

              	
                54

              
	 	 
	
                ARTICLE
                  XV MISCELLANEOUS PROVISIONS

              	
                54

              
	
                15.1

              	
                EXCLUSIVE
                  BENEFIT OF PARTICIPANTS AND BENEFICIARIES

              	
                54

              
	
                15.2

              	
                NONGUARANTEE
                  OF EMPLOYMENT

              	
                55

              
	
                15.3

              	
                RIGHTS
                  TO TRUST ASSETS

              	
                55

              
	
                15.4

              	
                NONALIENATION
                  OF BENEFITS

              	
                55

              
	
                15.5

              	
                GENDER

              	
                55

              
	
                15.6

              	
                TITLES
                  AND HEADINGS

              	
                55

              


      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

    

    
      ARTICLE
        1

      DEFINITIONS

      


      
        1.1   Accrued
          Benefit.  
          The balance in a Participant’s or Beneficiary’s account. including
          contributions, distributions, forfeitures, income, expenses, gains and
          losses
          (whether or not realized) allocated or attributable thereto. Said account
          balance shall be determined as of the most recent Valuation Date. Each
          Accrued
          Benefit shall be divided into one or more of the following subaccounts,
          to the
          extent applicable: 

         

        
          	
                  (a)

                	
                  Additional
                    Match Account;

                
	
                  (b)

                	
                  Discretionary
                    Match Account;

                
	
                  (c)

                	
                  Elective
                    Deferral Account; 

                
	
                  (d)

                	
                  Employer
                    Match Account; 

                
	
                  (e)

                	
                  ESOP
                    Account;

                
	
                  (f)

                	
                  ESOP
                    Transfer Account; 

                
	
                  (g)

                	
                  Frozen
                    After-Tax Account; 

                
	
                  (h)

                	
                  Frozen
                    Prior Match Account; 

                
	
                  (i)

                	
                  Frozen
                    Pre-Tax Account; 

                
	
                  (j)

                	
                  Frozen
                    Rollover Account; 

                
	
                  (k)

                	
                  PAYSOP
                    Account;

                
	
                  (l)

                	
                  Prior
                    Match Account; 

                
	
                  (m)

                	
                  Profit
                    Sharing Account;

                
	
                  (n)

                	
                  Qualified
                    Non-Elective Contribution Account; 

                
	
                  (o)

                	
                  Qualified
                    Matching Contribution Account; 

                
	
                  (p)

                	
                  Rollover
                    Account;

                
	
                  (q)

                	
                  Stock
                    Bonus Account; and

                
	
                  (r)

                	
                  Voluntary
                    After-Tax Account

                


        

         

        The
          foregoing accounts, which are designated as functional accounts, are derived
          from the source of the funds contributed thereto. 

         

        1.2     Additional
          Match Account. 
          The portion of a Participant’s Accrued Benefit which consists of Additional
          Match Contributions made to the Plan by the Employer and, if applicable,
          amounts
          transferred from the Predecessor Plans as set forth on Appendix A.

         

        1.3  
Additional
          Match Contributions.  
          Matching Contributions made to the Plan by the Employer pursuant to Section
          3.3
          of the Plan. 

         

        1.4  
Administrator
          or Plan Administrator.  
          The CenturyTel Retirement Committee.

         

        1.5 
 Affiliated
          Employer.  
          The Employer and any corporation which is a member of a controlled group
          of
          corporations (as defined in Section 414(b) of the Code) which includes
          the
          Employer, any trade or business (whether or not incorporated) which is
          under
          common control (as defined in Section 414(c) of the Code) with the Employer,
          any
          organization (whether or not incorporated) which is a member of an affiliated
          service group (as defined in Section 414(m) of the Code) which includes
          the
          Employer, and any other entity required to be aggregated with the Employer
          pursuant to regulations under Section 414(o) of the Code. 

         

        1.6  
Beneficiary.  
          The person or persons so designated by the Participant to receive his benefits
          under the Plan in the event of his death, pursuant to Section 8.1 of the
          Plan.


         

        1.7  
Board
          or Board of Directors.  
          The Board of Directors of the Company.

         

        1.8  
Catch-Up
          Contributions.  
          Contributions made to the Plan by the Employer at the election of the
          Participant who has attained the age of 50 before the close of the Plan
          Year in
          lieu of cash compensation, pursuant to Section 3.1(d) of the Plan. These
          contributions are held in the Elective Deferral Account.

         

        1.9  
Code.  
          The Internal Revenue Code of 1986, as amended. 

         

        1.10  Committee. 
          The committee designated by the Board of Directors or the Compensation
          Committee
          of the Board, pursuant to Section 13.1 of the Plan to control and manage
          the
          operation and administration of the Plan to the extent set forth herein.
          

         

        1.11  Company.  
          CenturyTel, Inc. or any successor by merger, purchase or otherwise.


         

        1.12  Company
          Stock.   
          Shares of voting common stock, $1.00 par value, issued by the Company.
          

        
           

          
            


            1.13  
Compensation.

            


            
              	 	
                      (a)

                    	
                      Compensation. 
                        All of each Participant’s W-2 earnings, plus Elective Deferrals, including
                        Catch-Up Contributions, made pursuant to Section 3.1, Contributions
                        to
                        Code Section 125 plans, and contributions to pay for qualified
                        transportation fringe benefits under Code Section 132(f)(2),
                        and excluding
                        (a) overtime, (b) completion bonuses and Christmas bonuses,
                        (c) restricted
                        stock awards under the Company’s Restricted Stock Plan or Key Employee
                        Incentive Compensation Plan, (d) severance pay or termination
                        allowance in
                        any form, and (e) reimbursements or other expense allowances,
                        cash and
                        non-cash fringe benefits, moving expenses, deferred compensation
                        and
                        welfare benefits. The exclusions are not made to the Compensation
                        of the
                        Employees of CenturyTel Security Systems,
                        Inc.

                    


            

            


            Effective
              January 1, 2007, Compensation shall mean, for all Participating Employers,
              the
              total amounts paid to a Participant by an Employer reported on Form
              W-2 of the
              Participant plus Elective Deferrals, including Catch-up Contributions,
              made
              pursuant to Section 3.1(d) of the Plan, contributions to Code Section
              125 plans,
              and contributions to pay for qualified transportation fringe benefits
              under Code
              Section 132(f)(2), and excluding the following unless stated
              otherwise:

            


            
              	 	
                      (i)

                    	
                      Overtime;
                        however, if an Employee has fewer than 80 hours of standard
                        pay in his two
                        week payroll period, overtime pay is converted to standard
                        pay until the
                        Employee has 80 hours for Plan
                        purposes;

                    


            

             

            
              	 	
                      (ii)

                    	
                      Back-pay
                        awards;

                    


            

             

            
              	 	
                      (iii)

                    	
                      Premium
                        pay;

                    


            

             

            
              	 	
                      (iv)

                    	
                      Broad-based
                        bonuses not included under the Employer’s normal compensation programs,
                        such as completion bonuses, referral bonuses, relocation
                        bonuses, and
                        Christmas bonuses, points & awards gross-up, prizes & awards,
                        (team performance awards and individual performance bonuses
                        are
                        included);

                    


            

             

            
              	 	
                      (v)

                    	
                      Reimbursements
                        or other expense allowances, such as meal allowances, imputed
                        income,
                        special credits for waiver of benefits, executive cash allowance,
                        tax
                        gross-up compensation, housing allowance, moving expenses,
                        and all other
                        cash and non-cash fringe benefits;

                    


            

             

            
              	 	
                      (vi)

                    	
                      Deferred
                        compensation, employee stock purchase plan, stock appreciation
                        rights,
                        stock options, and welfare benefits;


                    


            

             

            
              	 	
                      (vii)

                    	
                      Restricted
                        stock awards under the Company’s Restricted Stock Plan or Key Employee
                        Incentive Compensation Plan; and

                    


            

             

            
              	 	
                      (viii)

                    	
                      Severance
                        pay or termination pay in any form.

                    


            

             

            
              	 	
                      (b)

                    	
                      
                        Section
                          415 Compensation.  
                          Section 415 Compensation shall mean the total amounts paid
                          to a
                          Participant by an Employer reported on Form W-2 of the
                          Participant plus
                          Elective Deferrals, including Catch-up Contributions, made
                          pursuant to
                          Section 3.1 (d) of the Plan, contributions to Code Section
                          125 plans, and
                          contributions to pay for qualified transportation fringe
                          benefits under
                          Code Section 132(f)(2). The Employer can elect any other
                          alternative
                          definition of compensation as prescribed by the Code or
                          Treasury
                          Regulations provided the definition of compensation does
                          not by design
                          favor Highly Compensated
                          Employees.

                      

                    


            

             

          

          
            


            
              	 	
                      (c)

                    	
                      Total
                        Compensation.
                        Total Compensation shall mean Section 415 Compensation. However,
                        the
                        Employer can elect any alternative definition of compensation
                        as
                        prescribed by the Code or Treasury Regulations provided the
                        definition of
                        compensation does not favor Highly Compensated
                        Employees.

                    


            

          

           

          
            
              A
                Participant’s Compensation taken into account under the Plan for any Plan Year
                shall not exceed the limit that applies under Code Section 401(a)(17)(B)
                for
                that year, which limit is $225,000 for the 2007 Plan Year. Compensation
                shall
                include only the Compensation paid to the Employee while a Participant
                in this
                Plan.

               

              
                1.14  Discretionary
                  Match Account.   
                  Matching Contributions made to the Plan by the Employer in former
                  Plan
                  Years.

                 

                1.15  Effective
                  Date.   
                  The effective date of this amendment and restatement shall be December
                  31, 2006.


                 

                1.16  Elective
                  Deferral Account.   
                  The portion of a Participant’s Accrued Benefit which consists of Elective
                  Deferrals made to the Plan by the Employer on behalf of the Participant
                  and, if
                  applicable, amounts transferred from the Predecessor Plans as set
                  forth on
                  Appendix A.

                 

                1.17  Elective
                  Deferrals.    
                  Contributions made to the Plan by the Employer at the election
                  of the
                  Participant in lieu of cash compensation, pursuant to Section 3.1
                  of the Plan,
                  including contributions made pursuant to a salary reduction agreement.
                  

                 

                1.18  Employee.   
                  Any person employed by the Employer maintaining the Plan or any
                  other Employer
                  required to be aggregated with such Employer under Section 414(b),
                  (c), (m) or
                  (o) of the Code and including Leased Employees within the meaning
                  of Section
                  414(n)(2) or (o) of the Code. Notwithstanding the foregoing, if
                  such Leased
                  Employees constitute less than twenty percent of the Employer’s non-highly
                  compensated work force within the meaning of Section 414(n)(5)(C)(ii)
                  of the
                  Code, the term “Employee” shall not include those Leased Employees covered by a
                  plan described in Section 414(n)(5) of the Code unless otherwise
                  provided by the
                  terms of the Plan.

                 

                1.19  Employer.   
                  The entity that establishes or maintains the Plan and any successor
                  to such
                  entity and any Affiliated Employer which is a Participating Employer
                  under the
                  Plan.

                 

                1.20  Employer
                  Contribution Accounts.    
                  The portion of a Participant’s Accrued Benefit consisting of Discretionary Match
                  Account, his Employer Match Account and his Additional Match
                  Account.

                 

                1.21  Employer
                  Match Account.   
                  The portion of a Participant’s Accrued Benefit which consists of Employer Match
                  Contributions made to the Plan by the Employer.

                 

                        1.22  Employer
                  Match
                  Contributions.    
                  Matching Contributions made to the Plan by the Employer pursuant
                  to Section 3.2
                  of the Plan.

                

                  1.23  ERISA.  
                    The Employee Retirement Income Security Act of 1974, as amended.

                   

                  1.24  ESOP
                    Account.  
                    The portion of a Participant’s Accrued Benefit that consists of the ESOP account
                    of the Participant under the CenturyTel, Inc. Employee Stock
                    Ownership Plan
                    which was merged into this Plan effective December 31, 2006.


                   

                  1.25  ESOP
                    Transfer Account.  
                    The portion of a Participant’s Accrued Benefit which consists of amounts
                    transferred to the Plan prior to December 31, 2006 and from the
                    CenturyTel, Inc.
                    Employee Stock Ownership Plan and Trust pursuant to diversification
                    elections
                    with respect to such plan under Section 401(a)(20) of the Code
                    and from the
                    Participant’s ESOP Account pursuant to diversification elections described
                    in
                    Section 10.3 of this Plan.

                   

                  1.26  Frozen
                    Accounts.  
                    Collectively, a Participant’s Frozen After-Tax Account, Frozen Prior Match
                    Account, Frozen Pre-Tax Account, and Frozen Rollover Account.

                   

                  1.27  Frozen
                    Prior Match Account.  
                    The portion of a Participant’s Accrued Benefit which consists of amounts
                    transferred from the Frozen Predecessor Plans as set forth on
                    Appendix B.


                   

                  1.28  Frozen
                    Plan. 
                    The CenturyTel, Inc. Frozen Savings Plan, which was merged into
                    this Plan
                    effective September 1, 2000.

                   

                  1.29  Frozen
                    Predecessor Plans.  
                    Plans which were merged, in whole or in part, into the Frozen
                    Plan, which
                    were:

                   

                  

                    
                      	 	
                              (a)

                            	
                              Kingsley
                                Telephone Company’s Retirement Savings Plan, a qualified profit sharing
                                plan, as described in Code Section 401(a), which
                                included a qualified cash
                                or deferred arrangement, as described in Code Section
                                401(k), originally
                                effective January 1, 1988 and merged into the Frozen
                                Plan effective on or
                                about October 1, 1997;

                            


                    

                    


                    
                      	 	
                              (b)

                            	
                              Lake
                                Dallas Telephone Company, Inc. 401(k) Profit Sharing
                                Plan, a qualified
                                profit sharing plan, as described in Code Section
                                401(a), which included a
                                qualified cash or deferred arrangement, as described
                                in Code Section 401
                                (k), originally effective January 1, 1985 and merged
                                into the Frozen Plan
                                effective on or about October 1, 1997; and 

                            


                    

                    


                    
                      	 	
                              (c)

                            	
                              Savings
                                Plan for Employees of the National Telephone Cooperative
                                Association and
                                its Member Systems, a qualified profit sharing plan,
                                as described in Code
                                Section 401(a), which included a qualified cash or
                                deferred arrangement,
                                as described in Code Section 401(k), originally effective
                                September 1,
                                1977 and merged into the Frozen Plan, in part, effective
                                on or about
                                October 1, 1997.

                            


                    

                  

                   

                  
                     

                    1.30  Frozen
                      Pre-Tax Account.
                      The
                      portion of a Participant’s Accrued Benefit which consists of amounts
                      attributable to “Employee Deferral Account” amounts as such term was defined
                      under the Frozen Plan prior to October 1, 1997 and amounts
                      transferred from the
                      Frozen Predecessor Plans as set forth on Appendix B.

                     

                    1.31  Frozen
                      Rollover Account. 
                      The
                      portion of a Participant’s Accrued Benefit which consists of amounts
                      attributable to “Rollover Account” amounts as such term was defined under the
                      Frozen Plan prior to October 1, 1997 and amounts transferred
                      from the Frozen
                      Predecessor Plans as set forth on Appendix B.

                     

                    1.32  Highly
                      Compensated Employee.
                      The term
                      Highly Compensated Employee includes active Highly Compensated
                      Employees and
                      former Highly Compensated Employees.

                     

                    An
                      active
                      Highly Compensated Employee includes any Employee who: 

                    

                      
                        	 	
                                (a)

                              	
                                was
                                  a five-percent (5%) owner (as defined in Section
                                  416(i)(1)(B)(i) of the
                                  Code) at any time during the year or the preceding
                                  year, or
                                  

                              


                      

                       

                      
                        	 	
                                (b)

                              	
                                for
                                  the preceding year had compensation within the
                                  meaning of Section
                                  415(c)(3) of the Code from the Employer in excess
                                  of $100,000 (as adjusted
                                  under Code Section 415(d)). (Employees earning
                                  $100,000 in 2006 will be
                                  considered Highly Compensated Employees in 2007).
                                  The applicable year of
                                  the Plan for which a determination is being made
                                  is called a determination
                                  year and the preceding twelve (12) month period
                                  is called a look-back
                                  year. 

                              


                      

                       

                    

                    

                      A
                        former
                        Highly Compensated Employee is determined based on the rules
                        applicable to
                        determining Highly Compensated Employee status as in effect
                        for the
                        determination year, in accordance with Treasury Regulations
                        Section 1.414(q)-lT,
                        A-4, and Notice 97-45. 

                       

                      

                        1.33  Investment
                          Options.  
                          Any
                          regulated investment companies registered under the Investment
                          Company Act of
                          1940, any common trust fund or collective investment fund
                          of T. Rowe Price
                          Associates, Inc. qualified under Sections 401 and 501 of
                          the Code, and any other
                          funding vehicle that the Committee permits. The Committee
                          may change the
                          available Investment Options from time to time. 

                         

                        1.34  Leased
                          Employee.  
                          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 (1) year, and such
                          services are performed under primary direction by the recipient
                          employer.

                         

                        Any
                          Leased Employee shall be treated as an Employee of the
                          recipient Employer.
                          However, contributions or benefits provided by the leasing
                          organization which
                          are attributable to service performed for the recipient
                          Employer shall be
                          treated as provided by the recipient Employer. The preceding
                          sentence shall not
                          apply to any Leased Employee if Leased Employees do not
                          constitute more than
                          twenty percent (20%) of the Employer’s non-highly compensated work force, and if
                          such Employee is covered by a money purchase pension plan
                          providing: (a) a
                          nonintegrated Employer contribution rate of at least ten
                          percent (10%) of Total
                          Compensation, but including amounts contributed by the
                          Employer pursuant to a
                          salary reduction agreement which are excludible from the
                          Employee’s gross income
                          under Section 125, 402(e)(3), 402(h)(1)(B) or 403(b) of
                          the Code, (b) full and
                          immediate vesting, and (c) each employee of the leasing
                          organization (other than
                          employees who perform substantially all of their services
                          for the leasing
                          organization) immediately participate in the plan. Item
                          (c) shall not apply to
                          any individual whose Total Compensation from the leasing
                          organization in each
                          Plan Year during the 4-year period ending with the Plan
                          Year is less than
                          $1,000. 

                         

                        1.35  Matching
                          Contributions.  
                          Contributions to the Plan made by the Employer and allocated
                          to a Participant’s
                          account by reason of the Participant’s Elective Deferrals. 

                         

                        1.36  Non-Highly
                          Compensated Employee.An
                          Employee of the Employer who is not a Highly Compensated
                          Employee.

                         

                        1.37  Normal
                          Retirement Age.  
                          Normal Retirement Age is the Participant’s fifty-fifth (55th)
                          birthday. 

                         

                        1.38  Participant.  
                          An Employee of the Employer who has met the eligibility
                          requirements as
                          specified in Article II, and any former Employee on whose
                          behalf an Accrued
                          Benefit continues to be maintained in the Plan.

                         

                        
                          1.39  Participating
                            Employer.  
                            All Affiliated Employers participate in the Plan; however,
                            CenturyTel Security
                            Systems, Inc. does not become a Participating Employer
                            until January 1, 2007.
                            Notwithstanding, if an entity becomes an Affiliated Employer
                            pursuant to an
                            acquisition such entity will automatically become a Participating
                            Employer if
                            (a) the entity becomes an Affiliated Employer pursuant
                            to a stock transaction
                            with the Employer and the entity does not sponsor a defined
                            contribution plan
                            with 401(k) features, or (b) the entity becomes an Affiliated
                            Employer pursuant
                            to an asset transaction with the Employer and (i) the
                            entity does not transfer
                            sponsorship of a defined contribution plan with 401(k)
                            features, or (ii) the
                            entity sponsors only a frozen defined contribution plan
                            with 401(k) features.
                            All other entities that become an Affiliated Employer
                            pursuant to an acquisition
                            must adopt the Plan in accordance with Article XIV. 

                           

                          1.40  PAYSOP
                            Account.   
                            The portion of a Participant’s Accrued Benefit that consists of the account
                            balance of the Participant under the PAYSOP portion of
                            the CenturyTel, Inc.
                            Stock Bonus Plan and PAYSOP as of its merger into the
                            Employee Stock Ownership
                            Plan on September 18, 2001 with adjustment for investment
                            gain or loss or
                            expenses. The PAYSOP Account became an account under
                            this Plan when the
                            CenturyTel, Inc. Employee Stock Ownership Plan was merged
                            into this Plan
                            effective December 31, 2006. 

                           

                          1.41  Plan.  
                            The
                            CenturyTel Dollars & Sense 401(k) Plan.

                           

                          1.42  Plan
                            Year.  
                            The calendar year.

                           

                          1.43  Predecessor
                            Plans.  
                            Plans which were merged, in whole or in part, into the
                            Plan as stated effective
                            date:
                            San
                            Marcos Telephone Company, Inc. and SM Telecorp Companies
                            Retirement Plan,
                            effective July 1, 1993; PacifiCorp K Plus Employee Savings
                            Plan, effective
                            January 10, 1998; Spectra Communications Group LLC 401(k)
                            Plan and Trust,
                            effective September 30, 2003; CenturyTel Fiber Company
                            II, LLC 401(k) Plan and
                            Trust (“Light Core”), effective October 1, 2005; Telephone USA of Wisconsin,
                            LLC
                            401(k) Plan and Trust, effective December 31, 2006; the
                            CenturyTel Employee Stock Ownership Plan, effective December
                            31,
                            2006;
                            and
                            CenturyTel Security Systems, Inc. 401(k) Plan and Trust
                            Savings Plan, effective
                            January 1, 2007.

                           

                          1.44  Prior
                            Match Account.  
                            The portion of a Participant’s Accrued Benefit which consists of amounts
                            transferred from the Predecessor Plans as set forth on
                            Appendix A.

                           

                          1.45  Profit
                            Sharing Account.  
                            That portion of a Participant’s Accrued Benefit which consists of Profit Sharing
                            Contributions made to the Plan for a Plan Year by the
                            Employer pursuant to
                            Section 3.4.

                           

                          1.46  Profit
                            Sharing Contributions.  
                            Discretionary Profit Sharing Contributions made to the
                            Plan by the Employer
                            pursuant to Section 3.4.

                           

                          1.47  Qualified
                            Matching Contribution Account.  
                            The portion of a Participant’s Accrued Benefit which consists of Qualified
                            Matching Contributions made to the Plan by the Employer.

                          

                            1.48  Qualified
                              Matching Contributions.  
                              Matching
                              Contributions made by the Employer and satisfies special
                              requirements such as
                              immediate vesting, nondiscrimination and subject to
                              withdrawal restrictions that
                              are applicable to Elective Deferrals and which the
                              Employer elects to treat as
                              Qualified Matching Contributions. 

                             

                            1.49  Qualified
                              Non-Elective Contribution Account.  
                              The portion of a Participant’s Accrued Benefit which consists of Qualified
                              Non-Elective Contributions made to the Plan by the
                              Employer. 

                             

                            1.50  Qualified
                              Non-Elective Contributions.  
                              Contributions (other than Matching Contributions or
                              Qualifying Matching
                              Contributions) made by the Employer and satisfies special
                              requirements such as
                              immediate vesting, nondiscrimination, and subject to
                              withdrawal restrictions
                              that are applicable to Elective Deferrals and which
                              the Employer elects to treat
                              as Qualified Non-Elective Contributions. 

                             

                            1.51  Rollover
                              Account.  
                               The portion of a Participant’s Accrued Benefit established in accordance
                              with Section 3.7 of the Plan. 

                             

                            1.52  Stock
                              Bonus Account.  
                              The portion of a Participant’s Accrued Benefit that consists of the account
                              balance of the Participant under the Stock Bonus portion
                              of the CenturyTel, Inc.
                              Stock Bonus Plan and PAYSOP as of the effective date
                              of the merger into the
                              CenturyTel, Inc. Employee Stock Ownership Plan on September
                              18, 2001 with
                              adjustment for investment gain or losses and expenses.
                              The Stock Bonus Account
                              became an account under this Plan when the CenturyTel,
                              Inc. Employee Stock
                              Ownership Plan was merged into this Plan effective
                              December 31, 2006.


                             

                            1.53  Trust
                              Agreements.  
                              The agreements between the Employer and the Trustees
                              under which the assets of
                              the Plan are held, administered and managed. 

                             

                            1.54  Trustee.  
                              The individual or corporate Trustee or Trustees under
                              the Trust Agreements as
                              they may be constituted from time to time.

                             

                            1.55  Valuation
                              Date.  
                              The
                              last
                              day of each Plan Year and such other dates as may be
                              necessary for the proper
                              administration of the Plan.

                             

                            1.56  Voluntary
                              After-Tax Account.  
                              That portion of a Participant’s Accrued Benefit attributable to amounts
                              transferred from the Predecessor Plans as set forth
                              on Appendix A. 

                             

                          

                        

                        

                          ARTICLE
                            I  

                          ELIGIBILITY
                            AND PARTICIPATION 

                           

                          

                            2.1  Active
                              Participation.  
                              Each Employee shall be eligible to participate in the
                              Plan upon his date of
                              employment or reemployment. 

                             

                            2.2  Exclusion
                              of Certain Employees.  
                              The following Employees are excluded from participation
                              in the
                              Plan:

                            

                              
                                	 	
                                        (a)

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

                                      


                              

                               

                              
                                	 	
                                        (b)

                                      	
                                        Temporary
                                          Employees hired specifically to fill temporary
                                          or occasional
                                          needs;

                                      


                              

                               

                              
                                	 	
                                        (c)

                                      	
                                        Employees
                                          who are non-resident aliens and who receive
                                          no Earned Income from the
                                          Employer which constitutes income from
                                          sources within the United States;
                                          and 

                                      


                              

                               

                              
                                	 	
                                        (d)

                                      	
                                        Employees
                                          of any Affiliated Employer which is not
                                          a Participating Employer under the
                                          Plan.

                                      


                              

                               

                            

                            In
                              the
                              event an Employee who is not a member of an eligible
                              class of Employees becomes
                              a member of the eligible class, such Employee shall
                              be eligible to participate
                              immediately. In the event a Participant is no longer
                              a member of an eligible
                              class of Employees and becomes ineligible to participate,
                              such Employee shall be
                              eligible to participate immediately upon returning
                              to an eligible class of
                              Employees. 

                             

                          

                          
                            2.3  Rights
                              of Returning Veterans.  
                              Notwithstanding any of the provisions of the Plan to
                              the contrary, rights of
                              Employees with respect to Service in the Uniformed
                              Services will be provided in
                              accordance with Code Section 414(u).

                             

                            

                              ARTICLE
                                I 

                              CONTRIBUTIONS

                              

                                3.1  Elective
                                  Deferrals. 

                                 

                                

                                  
                                    	 	
                                            (a)

                                          	
                                            Participant
                                              Election.
                                              A
                                              Participant may elect to defer Compensation
                                              that would otherwise be paid
                                              to him but for the deferral of such
                                              Compensation, in an amount expressed
                                              as a whole percentage from one percent
                                              (1%) to twenty-five percent (25%)
                                              of his Compensation as he shall elect
                                              in the manner prescribed by the
                                              Employer. The Employer may change from
                                              time to time, in writing, without
                                              the necessity of amending the Plan,
                                              the minimum and maximum percentages
                                              of
                                              Compensation that a Participant can
                                              elect to defer hereunder. Such salary
                                              deferral contributions shall be accomplished
                                              through the direct reduction
                                              of Compensation in each payroll period
                                              during which the election is in
                                              effect. A Participant may elect to
                                              increase, decrease or discontinue his
                                              salary deferral contributions by submitting
                                              a request to the Employer in
                                              the manner prescribed by the Employer.
                                              In addition, a Participant with an
                                              existing contribution rate of at least
                                              one percent (1%) may elect, in the
                                              manner prescribed by the Employer and
                                              under such procedures as are
                                              determined by the Employer, for his
                                              salary deferral contributions to be
                                              automatically increased according to
                                              a pre-determined schedule. A
                                              Participant shall at all times have
                                              a nonforfeitable interest in his
                                              Elective Deferral Account.

                                          


                                  

                                   

                                  
                                    	 	
                                            (b)

                                          	
                                            Elective
                                              Deferrals.
                                              With respect to any taxable year, a
                                              Participant’s Elective Deferrals are
                                              the sum of all Employer contributions
                                              made on behalf of such Participant
                                              pursuant to an election to defer under
                                              Section 3.1(a) of the Plan.
                                              

                                          


                                  

                                   

                                  
                                    	 	
                                            (c)

                                          	
                                            Limitation
                                              on Elective Deferrals.
                                              No Participant may make Elective Deferrals
                                              under this Plan, or any other
                                              qualified plan maintained by the Employer
                                              during any taxable year, in
                                              excess of the dollar limitation in
                                              Code Section 402(g) in effect for such
                                              taxable year, except to the extent
                                              permitted under Section 3.1(d) of this
                                              Plan and Code Section 414(v), if applicable.
                                              Notwithstanding any other
                                              provisions of the Plan, the Employer
                                              may distribute to the Participant,
                                              not later than April 15 following the
                                              calendar year to which the deferral
                                              is attributable, any deferral in excess
                                              of the aforesaid limit together
                                              with any earnings allocable thereto.
                                              A Participant is deemed to notify the
                                              Committee of any Excess Deferrals that
                                              arise under this Plan and any other
                                              plans of this Employer. The Employer
                                              may also distribute to the
                                              Participant any deferrals, together
                                              with any income allocable thereto,
                                              which the Participant has advised the
                                              Employer in writing by March 1
                                              represent excess deferrals because
                                              of amounts deferred in the preceding
                                              year by the Participant under any other
                                              plans or arrangements described in
                                              Section 401(k), 408(k) or 403(b) of
                                              the
                                              Code.

                                          


                                  

                                   

                                  For
                                    purposes of the above, “Excess Deferrals” shall mean those Elective Deferrals
                                    that are includible in a Participant’s gross income under Section 402(g) of the
                                    Code to the extent such Participant’s Elective Deferrals for a taxable year
                                    exceed the dollar limitation under such Code
                                    Section. Excess Deferrals shall be
                                    treated as Annual Additions under the Plan, unless
                                    such amounts are distributed
                                    no later than the first April 15 following the
                                    close of Participant’s taxable
                                    year.

                                   

                                  Determination
                                    of Earnings:
                                    Excess
                                    Deferrals shall be adjusted for any earnings
                                    up to the date of distribution. The
                                    amount of earnings allocable to Excess Deferrals
                                    is the sum of (1) income or
                                    loss allocable to the Participant’s Elective Deferral Account for the Plan Year
                                    multiplied by a fraction, the numerator of which
                                    is such Participant’s Excess
                                    Deferrals for the Plan Year and the denominator
                                    is the Participant’s account
                                    balance attributable to Elective Deferrals as
                                    of the beginning of the Plan Year
                                    plus the Participant’s Elective Deferrals for the Plan Year and (2)
                                    10 percent
                                    of the amount determined under (1) multiplied
                                    by the number of whole calendar
                                    months between the end of the Plan Year and the
                                    date of distribution, counting
                                    the month of distribution if distribution occurs
                                    after the 15th day of such
                                    month. Notwithstanding, the Committee may use
                                    any reasonable method for
                                    computing the income allocable to Excess Deferrals,
                                    provided the method is used
                                    consistently for all Participants and for all
                                    corrective distributions under the
                                    Plan for the Plan Year, and is used by the Plan
                                    for allocating income to
                                    Participants’ accounts. The plan will not fail to use a reasonable
                                    method of
                                    computing the income allocable to Excess Deferrals
                                    merely because the income
                                    allocable to Excess Deferrals is determined on
                                    a date that is no more than seven
                                    days before the distribution.

                                   

                                  
                                    	 	
                                            (d)

                                          	
                                            Catch-Up
                                              Contributions.
                                              All Participants who have attained
                                              age 50 before the close of the Plan
                                              Year shall be eligible to make Catch-Up
                                              Contributions in an amount
                                              expressed as a stated dollar amount,
                                              in the manner prescribed by the
                                              Employer and in accordance with, and
                                              subject to the limitations of, Code
                                              Section 414(v). For 2007 the Catch-Up
                                              Contribution Limit is $5,000. Such
                                              Catch-Up Contributions shall not be
                                              taken into account for purposes of
                                              the
                                              provisions of the Plan implementing
                                              the required limitations of Code
                                              Sections 402(g) and 415. The Plan shall
                                              not be treated as failing to
                                              satisfy the provisions of the Plan
                                              implementing the requirements of Code
                                              Sections 401(k)(3), 401(k)(11), 401(k)(12),
                                              410(b), or 416, as applicable,
                                              by reason of the making of such Catch-Up
                                              Contributions.

                                          


                                  

                                   

                                  
                                    3.2  Employer
                                      Match Contributions.
                                      

                                     

                                    

                                      
                                        	 	
                                                (a)

                                              	
                                                Employer
                                                  Match Contributions may be made
                                                  in the form of Company Stock or
                                                  cash.
                                                  However, Employer Match Contributions
                                                  can only be made in cash for
                                                  Participants who are employed by
                                                  Telephone USA of Wisconsin,
                                                  LLC.

                                              


                                      

                                       

                                      
                                        	 	
                                                (b)

                                              	
                                                Except
                                                  as stated in Section 3.2(f) below,
                                                  effective January 1, 2006, each
                                                  Participant will receive an Employer
                                                  Match Contribution in an amount
                                                  equal
                                                  to 60% of the amount of the Participant’s Elective Deferrals that do not
                                                  exceed 6% of the Participant’s Compensation.


                                              


                                      

                                       

                                      
                                        	 	
                                                (c)

                                              	
                                                Effective
                                                  January 1, 2007, each Participant,
                                                  except as stated in Sections 3.2(e)
                                                  and
                                                  (f) below, will receive an Employer
                                                  Match Contribution in an amount
                                                  equal
                                                  to the sum of - 

                                              


                                      

                                       

                                      
                                        
                                          	 	
                                                  (1)

                                                	
                                                  100%
                                                    of the amount of the Participant’s Elective Deferrals that do
                                                    not exceed
                                                    3% of the Participant’s Compensation;
                                                    and

                                                


                                        

                                         

                                        
                                          	 	
                                                  (2)

                                                	
                                                  50%
                                                    of the amount of the Participant’s Elective Deferrals that exceed
                                                    3% of
                                                    the Participant’s Compensation but that do not
                                                    exceed 5% of the
                                                    Participant’s Compensation; and 

                                                


                                        

                                         

                                        
                                          	 	
                                                  (3)

                                                	
                                                  25%
                                                    of the amount of the Participant’s Elective Deferrals that exceed
                                                    5% of
                                                    the Participant’s Compensation but that do not
                                                    exceed 7% of the
                                                    Participant’s Compensation. 

                                                


                                        

                                         

                                        
                                          
                                            	 	
                                                    (d)

                                                  	
                                                    Effective
                                                      January 1, 2008, each Participant,
                                                      except as stated in Sections
                                                      3.2(e) and
                                                      (f) below, will receive an
                                                      Employer Match Contribution
                                                      in an amount equal
                                                      to the sum of - 

                                                  


                                          

                                          

                                            
                                              	 	
                                                      (1)

                                                    	
                                                      100%
                                                        of the amount of the Participant’s Elective Deferrals that
                                                        do not exceed
                                                        3% of the Participant’s Compensation;
                                                        and

                                                    


                                            

                                             

                                            
                                              	 	
                                                      (2)

                                                    	
                                                      50%
                                                        of the amount of the Participant’s Elective Deferrals that
                                                        exceed 3% of
                                                        the Participant’s Compensation but that do
                                                        not exceed 5% of the
                                                        Participant’s Compensation.

                                                    


                                            

                                            

                                              


                                               

                                              
                                                	 	
                                                        (e)

                                                      	
                                                        Century
                                                          Marketing Solutions, LLC
                                                          Match.
                                                          Notwithstanding the Match
                                                          Contribution formula at
                                                          Sections 3.2(c) and (d)
                                                          each Participant who is
                                                          employed with Century Marketing
                                                          Solutions, LLC
                                                          will receive an Employer
                                                          Match Contribution in an
                                                          amount equal to 60% of
                                                          the amount of the Participant’s Elective Deferrals that
                                                          do not exceed 6%
                                                          of the Participant’s Compensation.

                                                      


                                              

                                               

                                              
                                                	 	
                                                        (f)

                                                      	
                                                        CenturyTel
                                                          Security Systems, Inc.
                                                          Match.
                                                          Notwithstanding the Match
                                                          Contribution formula at
                                                          Sections 3.2(b), (c) and
                                                          (d) each Participant who
                                                          is employed with CenturyTel
                                                          Security Systems,
                                                          Inc. and its subsidiaries
                                                          will receive an Employer
                                                          Match Contribution in
                                                          an amount equal to 10%
                                                          of the amount of the Participant’s Elective
                                                          Deferrals that do not exceed
                                                          6% of the Participant’s
                                                          Compensation.

                                                      


                                              

                                               

                                              
                                                	 	
                                                        (g)

                                                      	
                                                        Employer
                                                          Match Contributions will
                                                          be calculated on a payroll
                                                          period basis. No
                                                          contributions will be made
                                                          to “true up” the Employer Match Contributions
                                                          after the end of the Plan
                                                          Year. 

                                                      


                                              

                                               

                                              
                                                	 	
                                                        (h)

                                                      	
                                                        Employer
                                                          Match Contributions made
                                                          on behalf of a Participant,
                                                          as adjusted for
                                                          withdrawals thereof, investment
                                                          gain and losses, and income
                                                          or expenses,
                                                          shall be credited to such
                                                          Participant’s Employer Match Account.
                                                          

                                                      


                                              

                                               

                                              
                                                	 	
                                                        (i)

                                                      	
                                                        Any
                                                          Employer Match Contributions
                                                          that are attributable to
                                                          Excess Deferrals
                                                          shall be forfeited and
                                                          applied to reduce Employer
                                                          Contributions to the
                                                          Plan.

                                                      


                                              

                                               

                                              
                                                	 	
                                                        (j)

                                                      	
                                                        Any
                                                          Employer Match Contribution
                                                          with respect to Excess
                                                          Contributions that are
                                                          distributed shall be forfeited.

                                                      


                                              

                                               

                                              
                                                	 	
                                                        (k)

                                                      	
                                                        Employer
                                                          Match Contributions shall
                                                          be fully vested at all
                                                          times except as provided
                                                          in paragraphs (i) and (j)
                                                          above.

                                                      


                                              

                                               

                                              
                                                	 	
                                                        (l)

                                                      	
                                                        The
                                                          Employer Match Contribution
                                                          formula shall continue
                                                          in effect until
                                                          otherwise changed by resolution
                                                          of the Employer’s Board of
                                                          Directors.

                                                      


                                              

                                               

                                              3.3  Additional
                                                Match Contributions. 
The
                                                Employer may make an Additional Match
                                                Contribution to the Additional Match
                                                Accounts in the Plan in such amount
                                                as the Employer, in its discretion,
                                                may
                                                determine. Any such Additional Match
                                                Contribution shall be made on behalf
                                                of
                                                each Participant who (i) was an active
                                                Participant in the Plan at any time
                                                during the Plan Year and (ii) was
                                                an Employee on the last day of the
                                                Plan Year.
                                                The Additional Match Contribution
                                                shall be allocated to each such Participant’s
                                                Additional Match Account in the same
                                                proportion as the Employer Match
                                                Contributions on behalf of such Participant
                                                bears to the Employer Match
                                                Contributions on behalf of all Participants
                                                that qualify for Additional Match
                                                Contributions. Additional Match Contributions
                                                shall be fully vested at all
                                                times.

                                               

                                              3.4  Profit
                                                Sharing Contributions.  
                                                For any Plan Year, the Employer may
                                                make discretionary Profit Sharing
                                                Contributions to the Plan. Profit
                                                Sharing Contributions shall be fully
                                                vested at
                                                all times.

                                               

                                              3.5  Forfeitures.  
                                                Forfeitures shall be used to reduce
                                                Employer obligations to make Employer
                                                Match
                                                Contributions or Profit Sharing Contributions
                                                or, at the discretion of the
                                                Committee, applied toward Plan expenses.

                                               

                                              3.6  Payment
                                                of Contributions; Timing.  
                                                The Employer Match Contributions,
                                                Additional Match Contributions and
                                                Profit
                                                Sharing Contributions made pursuant
                                                to this Article III of the Plan shall
                                                become
                                                due on the last day in such Plan
                                                Year, unless actually paid prior
                                                thereto. The
                                                Employer shall pay to the Trustee
                                                all Employer contributions not later
                                                than the
                                                due date (including extensions) of
                                                the Employer’s federal income tax return for
                                                the taxable year ending with or within
                                                the Plan Year.

                                               

                                              3.7  Rollovers
                                                and Transfers.  
                                                A Participant may pay over to the
                                                Dollars & Sense Trust an amount which
                                                constitutes a qualified rollover
                                                contribution under Section 402(c)
                                                or 408(d)(3)
                                                of the Code.

                                              

                                                
                                                  	 	
                                                          (a)

                                                        	
                                                          The
                                                            Plan will accept, in
                                                            addition to the rollovers
                                                            described in the previous
                                                            paragraph, an eligible
                                                            rollover distribution
                                                            from an annuity contract
                                                            described in Section
                                                            403(b) of the Code, excluding
                                                            after-tax employee
                                                            contributions, and distributions
                                                            from an eligible plan
                                                            under Section
                                                            457(b) of the Code that
                                                            is maintained by a State,
                                                            political subdivision
                                                            of
                                                            a state or any agency
                                                            or instrumentality of
                                                            a state or political
                                                            subdivision of a state.


                                                        


                                                

                                                 

                                                
                                                  	 	
                                                          (b)

                                                        	
                                                          The
                                                            Trustee may accept a
                                                            direct transfer of funds,
                                                            pursuant to Section
                                                            401(a)(31) of the Code
                                                            from a plan which the
                                                            Committee reasonably
                                                            believes
                                                            to be qualified under
                                                            Section 40l(a) of the
                                                            Code, in which a Participant
                                                            was a participant.

                                                        


                                                

                                                 

                                                
                                                  	 	
                                                          (c)

                                                        	
                                                          The
                                                            Trustee of the Dollars
& Sense Trust may accept
                                                            a transfer of funds
                                                            from the ESOP Trusts
                                                            pursuant to diversification
                                                            elections of Participants
                                                            under Section 401(a)(28)
                                                            of the Code and Section
                                                            10.3 of the
                                                            Plan.

                                                        


                                                

                                                 

                                                
                                                  	 	
                                                          (d)

                                                        	
                                                          Any
                                                            such rollover or transfer
                                                            to the Plan shall constitute
                                                            a part of the
                                                            Participant’s Accrued Benefit under
                                                            the Plan, shall be accounted
                                                            for
                                                            separately and shall
                                                            be fully vested at all
                                                            times.
                                                            

                                                        


                                                

                                                
                                                   

                                                  3.8  Restoration
                                                    of Forfeiture.
                                                    If a
                                                    Participant forfeited employer
                                                    contributions as a participant
                                                    in the ESOP or
                                                    CenturyTel Fiber Company II,
                                                    LLC 401(k) Plan and Trust (“LightCore Plan”), and
                                                    returns to service prior to incurring
                                                    five (5) “Breaks in Service,” the dollar
                                                    amount forfeited shall be restored
                                                    to the applicable account at
                                                    the time of
                                                    reemployment. Notwithstanding,
                                                    if either plan required the reemployed
                                                    Participant to return the vested
                                                    employer contributions before
                                                    the dollar amount
                                                    forfeited will be restored, such
                                                    requirement is incorporated herein.
                                                    

                                                   

                                                  The
                                                    definitions of “Breaks in Service,” and “Years of Service,” vesting provisions,
                                                    and reemployment provisions of
                                                    the ESOP and LightCore Plan are
                                                    incorporated
                                                    herein to determine whether a
                                                    Participant is entitled to a
                                                    restoration of
                                                    forfeitures and to determine
                                                    the vesting of such amounts based
                                                    upon future
                                                    services.

                                                   

                                                  Prior
                                                    to
                                                    November 6, 2006, the employer
                                                    contributions in the ESOP vested
                                                    after five (5)
                                                    Years of Service. On November
                                                    6, 2006, the ESOP was amended
                                                    to fully vest active
                                                    Participants. Prior to the merger
                                                    of the LightCore Plan into the
                                                    Plan, the
                                                    employer contributions in the
                                                    LightCore Plan vested in accordance
                                                    with a three
                                                    (3) year graded vesting schedule:
                                                    Less than 1 year - 0%; 1 year
                                                    but less than 2
                                                    years -33%; 2 years but less
                                                    than 3 years - 67%; and 3 or
                                                    more years - 100%.


                                                   

                                                  The
                                                    funds
                                                    for such restoration shall be
                                                    taken from any available forfeited
                                                    amounts at the
                                                    time the Participant is reemployed
                                                    or, if such forfeited amounts
                                                    are
                                                    insufficient to provide the restoration,
                                                    shall be provided by an Employer
                                                    contribution. If any restored
                                                    amounts are later forfeited,
                                                    such forfeitures
                                                    shall be used to reduce Employer
                                                    obligations to make Employer
                                                    Match
                                                    Contributions or Profit Sharing
                                                    Contributions or, as the direction
                                                    of the
                                                    Committee, to pay Plan expenses.


                                                   

                                                  3.9  Average
                                                    Actual Deferral Percentage Test
                                                    Under Section 401(k) of the
                                                    Code.

                                                  

                                                    
                                                      	 	
                                                              (a)

                                                            	
                                                              General
                                                                Tests.
                                                                Notwithstanding any
                                                                other provisions
                                                                in the Plan, for
                                                                any Plan Year, the
                                                                Employer shall be
                                                                permitted to impose
                                                                an administrative
                                                                limit on Elective
                                                                Deferrals for any
                                                                Highly Compensated
                                                                Employee, to the
                                                                extent necessary
                                                                to
                                                                ensure that the Plan
                                                                satisfies one of
                                                                the following tests:
                                                                

                                                            


                                                    

                                                     

                                                    
                                                      	 	
                                                              (1)

                                                            	
                                                              The
                                                                Average Actual Deferral
                                                                Percentage for eligible
                                                                Highly Compensated
                                                                Employees for the
                                                                Plan Year shall not
                                                                exceed the Average
                                                                Actual Deferral
                                                                Percentage for eligible
                                                                Non-Highly Compensated
                                                                Employees for the
                                                                Plan Year
                                                                multiplied by 1.25;
                                                                or

                                                            


                                                    

                                                     

                                                    
                                                      	 	
                                                              (2)

                                                            	
                                                              the
                                                                Average Actual Deferral
                                                                Percentage for eligible
                                                                Highly Compensated
                                                                Employees for the
                                                                Plan Year shall not
                                                                exceed the Average
                                                                Actual Deferral
                                                                Percentage for eligible
                                                                Non-Highly Compensated
                                                                Employees for the
                                                                Plan Year
                                                                multiplied by two
                                                                (2), provided that
                                                                the Average Actual
                                                                Deferral
                                                                Percentage for eligible
                                                                Highly Compensated
                                                                Employees does not
                                                                exceed the
                                                                Average Actual Deferral
                                                                Percentage for eligible
                                                                Non-Highly Compensated
                                                                Employees by more
                                                                than two (2) percentage
                                                                points.

                                                            


                                                    

                                                    

                                                      At
                                                        the
                                                        Committee’s election the test described
                                                        above may be performed in
                                                        accordance
                                                        with the alternatives described
                                                        in Treasury Regulation Section
                                                        1.401(k)-2(a)(1)(iii) for
                                                        plans that permit participation
                                                        prior to the minimum
                                                        age and service period described
                                                        in Section 410(a)(1)(A) of
                                                        the
                                                        Code.

                                                       


                                                      
                                                        	 	
                                                                (b)

                                                              	
                                                                Testing
                                                                  Method.
                                                                  The Company elects
                                                                  to use the current
                                                                  year testing method
                                                                  for determining
                                                                  the Actual Deferral
                                                                  Percentage for
                                                                  the Non-Highly
                                                                  Compensated
                                                                  Participants. This
                                                                  method has been
                                                                  used by the Plan
                                                                  and each Merged
                                                                  Plan
                                                                  for the prior five
                                                                  years. The Company
                                                                  may elect to change
                                                                  to the prior
                                                                  year method as
                                                                  provided for in
                                                                  Internal Revenue
                                                                  Service Notice
                                                                  98-1 or its
                                                                  subsequent modification
                                                                  and Treasury Regulation
                                                                  Section
                                                                  1.401(k)-2.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (c)

                                                              	
                                                                Definitions.
                                                                  For purposes of
                                                                  this Section 3.9
                                                                  of the Plan, the
                                                                  following definitions
                                                                  shall apply:

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (1)

                                                              	
                                                                Actual
                                                                  Deferral Percentage
                                                                  (ADP) shall mean,
                                                                  for a group of
                                                                  Participants for
                                                                  a Plan Year, the
                                                                  average
                                                                  deferral ratio
                                                                  (“ADR”) (calculated separately
                                                                  for each Participant
                                                                  in such
                                                                  group) of (i) the
                                                                  amount of Employer
                                                                  contributions actually
                                                                  paid over to
                                                                  the Trust on behalf
                                                                  of such Participant
                                                                  for the Plan Year
                                                                  to (ii) the
                                                                  Total Compensation
                                                                  of the Participant
                                                                  for such Plan Year.
                                                                  Employer
                                                                  contributions on
                                                                  behalf of any Participant
                                                                  shall include:
                                                                  (i) any Elective
                                                                  Deferrals made
                                                                  pursuant to the
                                                                  Participant’s deferral election
                                                                  (including
                                                                  Excess Deferrals
                                                                  of Highly Compensated
                                                                  Employees), and
                                                                  (ii) at the
                                                                  election of the
                                                                  Committee, and
                                                                  provided the requirements
                                                                  described in
                                                                  Treasury Regulation
                                                                  Section 1.401(k)-2(a)(6)
                                                                  are satisfied,
                                                                  Qualified
                                                                  Non-Elective Contributions
                                                                  and Qualified Matching
                                                                  Contributions,
                                                                  but
                                                                  excluding (A) Catch-Up
                                                                  Contributions,
                                                                  (B) Excess Deferrals
                                                                  of Non-Highly
                                                                  Compensated Employees
                                                                  that arise solely
                                                                  from Elective Deferrals
                                                                  made under
                                                                  the Plan or plans
                                                                  of this Employer,
                                                                  (C) Elective Deferrals
                                                                  that are taken
                                                                  into account in
                                                                  the Contribution
                                                                  Percentage Test
                                                                  (provided the ADP
                                                                  test is
                                                                  satisfied both
                                                                  with and without
                                                                  exclusion of these
                                                                  Elective Deferrals);
                                                                  and (D) Elective
                                                                  Deferrals made
                                                                  under Code Section
                                                                  414(u) by reason
                                                                  of a
                                                                  Participant’s qualified military
                                                                  service. If no
                                                                  Elective Deferrals,
                                                                  Qualified Non-Elective
                                                                  Contributions and
                                                                  Qualified Matching
                                                                  Contributions
                                                                  are taken into
                                                                  account with respect
                                                                  to an Employee
                                                                  for the year, the
                                                                  ADR
                                                                  of the Employee
                                                                  is zero.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (2)

                                                              	
                                                                Average
                                                                  Actual Deferral
                                                                  Percentage
                                                                  shall mean the
                                                                  average (expressed
                                                                  as a percentage)
                                                                  of the Actual Deferral
                                                                  Percentages of
                                                                  either eligible
                                                                  Highly Compensated
                                                                  Employees or Non-Highly
                                                                  Compensated Employees.


                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (d)

                                                              	
                                                                Special
                                                                  Rules.
                                                                  The following special
                                                                  rules shall apply
                                                                  for purposes of
                                                                  this Section
                                                                  3.9:

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (1)

                                                              	
                                                                The
                                                                  Actual Deferral
                                                                  Percentage for
                                                                  any eligible Highly
                                                                  Compensated Employee
                                                                  for the Plan Year
                                                                  and who is eligible
                                                                  to have Elective
                                                                  Deferrals or
                                                                  Qualified Non-Elective
                                                                  Contributions or
                                                                  Qualified Matching
                                                                  Contributions
                                                                  allocated to his
                                                                  account under two
                                                                  or more plans,
                                                                  or arrangements,
                                                                  described in Section
                                                                  401(k) of the Code
                                                                  that are maintained
                                                                  by the
                                                                  Employer or an
                                                                  Affiliated Employer
                                                                  shall be determined
                                                                  as if all such
                                                                  Elective Deferrals,
                                                                  Qualified Non-Elective
                                                                  Contributions and
                                                                  Qualified
                                                                  Matching Contributions
                                                                  were made under
                                                                  a single arrangement.
                                                                  If a Highly
                                                                  Compensated Employee
                                                                  participates in
                                                                  two or more cash
                                                                  or deferred
                                                                  arrangements that
                                                                  have different
                                                                  Plan Years, all
                                                                  cash or deferred
                                                                  arrangements ending
                                                                  with or within
                                                                  the same calendar
                                                                  year shall be treated
                                                                  as a single arrangement.
                                                                  Notwithstanding
                                                                  the foregoing,
                                                                  certain plans will
                                                                  be treated as separately
                                                                  if mandatorily
                                                                  disaggregated under
                                                                  regulations
                                                                  under Section 401(k)
                                                                  of the Code.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (2)

                                                              	
                                                                In
                                                                  the event that
                                                                  this Plan satisfies
                                                                  the requirements
                                                                  of Section 401(k),
                                                                  401(a)(4) or 410(b)
                                                                  of the Code only
                                                                  if aggregated with
                                                                  one or more other
                                                                  plans, or if one
                                                                  or more other plans
                                                                  satisfy the requirements
                                                                  of Sections
                                                                  401(a)(4) and 410(b)
                                                                  of the Code only
                                                                  if aggregated with
                                                                  this Plan, then
                                                                  this Section shall
                                                                  be applied by determining
                                                                  the ADP of Employees
                                                                  as if
                                                                  all such plans
                                                                  were a single plan.
                                                                  Plans may be aggregated
                                                                  in order to
                                                                  satisfy Section
                                                                  401(k) of the Code
                                                                  only if they have
                                                                  the same Plan Year
                                                                  and use the same
                                                                  ADP testing method.
                                                                  

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (3)

                                                              	
                                                                For
                                                                  purposes of determining
                                                                  the ADP test, Elective
                                                                  Deferrals, Qualified
                                                                  Non-Elective Contributions
                                                                  and Qualified Matching
                                                                  Contributions must
                                                                  be
                                                                  made before the
                                                                  last day of the
                                                                  12-month period
                                                                  immediately following
                                                                  the
                                                                  Plan Year to which
                                                                  contributions
                                                                  relate.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (4)

                                                              	
                                                                The
                                                                  Employer shall
                                                                  maintain records
                                                                  sufficient to demonstrate
                                                                  satisfaction of
                                                                  the ADP test and
                                                                  the amount of Qualified
                                                                  Non-Elective Contributions
                                                                  or
                                                                  Qualified Matching
                                                                  Contributions,
                                                                  or both, used in
                                                                  such
                                                                  test.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (5)

                                                              	
                                                                Treasury
                                                                  Regulations Sections
                                                                  1.401(k)-1 and
                                                                  1.401(k)-2 are
                                                                  incorporated herein
                                                                  for
                                                                  determining the
                                                                  Elective Deferrals,
                                                                  Qualified Non-Elective
                                                                  Contributions,
                                                                  Qualified Matching
                                                                  Contributions and
                                                                  Actual Deferral
                                                                  Percentage of any
                                                                  Participant.

                                                              


                                                      

                                                      

                                                        
                                                          	 	
                                                                  (e)

                                                                	
                                                                  Distribution
                                                                    of Excess Contributions.
                                                                    Notwithstanding
                                                                    any other provisions
                                                                    of this Plan,
                                                                    Excess Contributions
                                                                    (defined below),
                                                                    plus any income
                                                                    and minus any
                                                                    loss allocable
                                                                    thereto,
                                                                    shall be distributed
                                                                    no later than
                                                                    the last day
                                                                    of each Plan
                                                                    Year to
                                                                    Participants
                                                                    to whose accounts
                                                                    such Excess Contributions
                                                                    were allocated
                                                                    for the preceding
                                                                    Plan Year except
                                                                    to the extent
                                                                    the Excess Contributions
                                                                    are classified
                                                                    as Catch-Up Contributions.
                                                                    If such excess
                                                                    amounts are
                                                                    distributed more
                                                                    than 2 1⁄2 months after
                                                                    the last day
                                                                    of the Plan Year
                                                                    in
                                                                    which such excess
                                                                    amounts arose,
                                                                    a ten percent
                                                                    (10%) excise
                                                                    tax will be
                                                                    imposed on the
                                                                    Employer maintaining
                                                                    the Plan with
                                                                    respect to such
                                                                    amounts.
                                                                    Excess Contributions
                                                                    are allocated
                                                                    to the Highly
                                                                    Compensated Employees
                                                                    with the largest
                                                                    amounts of Employer
                                                                    contributions
                                                                    taken into account
                                                                    in
                                                                    calculating the
                                                                    ADP test for
                                                                    the year in which
                                                                    the excess arose,
                                                                    beginning
                                                                    with the Highly
                                                                    Compensated Employee
                                                                    with the largest
                                                                    amount of such
                                                                    Employer contributions
                                                                    and continuing
                                                                    in descending
                                                                    order until all
                                                                    the
                                                                    Excess Contributions
                                                                    have been allocated.
                                                                    For purposes
                                                                    of the preceding
                                                                    sentence, the
“largest amount” is determined
                                                                    after distribution
                                                                    of any
                                                                    Excess Contributions.
                                                                    See paragraphs
                                                                    (i) and (j) of
                                                                    Section 3.2 regarding
                                                                    forfeiture of
                                                                    the Employer
                                                                    Matching
                                                                    Contribution.

                                                                


                                                        

                                                         

                                                        Excess
                                                          Contributions (including
                                                          the amounts recharacterized)
                                                          shall be treated as Annual
                                                          Additions under the Plan.

                                                         

                                                        Determination
                                                          of Income or Loss.
                                                          Excess
                                                          Contributions shall be
                                                          adjusted for any income
                                                          (gain or loss) up to the
                                                          date of
                                                          distribution. The income
                                                          or loss allocable to Excess
                                                          Contributions allocated
                                                          to
                                                          each Participant is the
                                                          sum of (1) income or loss
                                                          allocable to the Participant’s
                                                          Elective Deferral Account
                                                          (and, if applicable, the
                                                          Qualified Non-Elective
                                                          Contribution Account or
                                                          the Qualified Matching
                                                          Contribution Account or
                                                          both) for
                                                          the Plan Year multiplied
                                                          by a fraction, the numerator
                                                          of which is such
                                                          Participant’s Excess Contributions
                                                          for the year and the denominator
                                                          of which is
                                                          the Participant’s account balance attributable
                                                          to Elective Deferrals (and
                                                          Qualified Non-Elective
                                                          Contributions or Qualified
                                                          Matching Contributions,
                                                          or
                                                          both, if any of such contributions
                                                          are included in the ADP
                                                          test) without regard
                                                          to any income or loss occurring
                                                          during such Plan Year,
                                                          and (2) 10 percent of the
                                                          amount determined under
                                                          (1) multiplied by the number
                                                          of whole calendar months
                                                          between the end of the
                                                          Plan Year and the date
                                                          of distribution, counting
                                                          the
                                                          month of distribution if
                                                          distribution occurs after
                                                          the 15th
                                                          day of
                                                          such month. Notwithstanding,
                                                          the Committee may use any
                                                          reasonable method for
                                                          computing the income allocable
                                                          to Excess Contributions,
                                                          provided the method is
                                                          used consistently for all
                                                          Participants and for all
                                                          corrective distributions
                                                          under the Plan for the
                                                          Plan Year, and is used
                                                          by the Plan for allocating
                                                          income
                                                          to Participants’ accounts. The Plan will
                                                          not fail to use a reasonable
                                                          method
                                                          merely because the income
                                                          allocable to Excess Contributions
                                                          is determined on a
                                                          date that is no more than
                                                          seven days before the distribution.


                                                         

                                                        Accounting
                                                          for Excess Contributions.
                                                          Excess
                                                          Contributions allocated
                                                          to a Participant shall
                                                          be distributed from the
                                                          Participant’s Elective Deferral Account
                                                          and Qualified Matching
                                                          Contribution
                                                          Account (if applicable)
                                                          in proportion to the Participant’s Elective Deferrals
                                                          and Qualified Matching
                                                          Contributions (to the extent
                                                          used in the ADP test) for
                                                          the Plan Year. Excess Contributions
                                                          shall be distributed from
                                                          the Participant’s
                                                          Qualified Non-Elective
                                                          Contribution Account only
                                                          to the extent that such
                                                          Excess
                                                          Contributions exceed the
                                                          balance in the Participant’s Elective Deferral Account
                                                          and Qualified Matching
                                                          Contribution Account.

                                                         

                                                        For
                                                          purposes of this Section,
“Excess Contributions” shall mean the excess of
                                                          Elective Deferrals on behalf
                                                          of Highly Compensated Employees
                                                          for a Plan Year
                                                          over the maximum amount
                                                          of such deferrals permitted
                                                          under the ADP test.


                                                         


                                                        3.10  Limitations
                                                          on Employee Contributions
                                                          and Employer Matching
                                                          Contributions.

                                                        

                                                          
                                                            	 	
                                                                    (a)

                                                                  	
                                                                    General
                                                                      Tests.
                                                                      Notwithstanding
                                                                      any other provisions
                                                                      in the Plan,
                                                                      for any Plan
                                                                      Year, the
                                                                      Employer shall
                                                                      be permitted
                                                                      to impose an
                                                                      administrative
                                                                      limit on Elective
                                                                      Deferrals,
                                                                      as described
                                                                      in Section
                                                                      3.1 of the
                                                                      Plan, for any
                                                                      Highly
                                                                      Compensated
                                                                      Employee to
                                                                      the extent
                                                                      necessary to
                                                                      ensure that
                                                                      the Plan
                                                                      satisfies one
                                                                      of the following
                                                                      tests:

                                                                  


                                                          

                                                           

                                                          
                                                            	 	
                                                                    (1)

                                                                  	
                                                                    the
                                                                      Average Contribution
                                                                      Percentage
                                                                      for eligible
                                                                      Highly Compensated
                                                                      Employees
                                                                      for the Plan
                                                                      Year shall
                                                                      not exceed
                                                                      the Average
                                                                      Contribution
                                                                      Percentage
                                                                      for
                                                                      eligible Non-Highly
                                                                      Compensated
                                                                      Employees for
                                                                      the Plan Year
                                                                      multiplied
                                                                      by
                                                                      1.25; or 

                                                                  


                                                          

                                                           

                                                          
                                                            	 	
                                                                    (2)

                                                                  	
                                                                    the
                                                                      Average Contribution
                                                                      Percentage
                                                                      for eligible
                                                                      Highly Compensated
                                                                      Employees
                                                                      for the Plan
                                                                      Year shall
                                                                      not exceed
                                                                      the Average
                                                                      Contribution
                                                                      Percentage
                                                                      for
                                                                      eligible Non-Highly
                                                                      Compensated
                                                                      Employees for
                                                                      the Plan Year
                                                                      multiplied
                                                                      by
                                                                      two (2), provided
                                                                      that the Average
                                                                      Contribution
                                                                      Percentage
                                                                      for eligible
                                                                      Highly Compensated
                                                                      Employees does
                                                                      not exceed
                                                                      the Average
                                                                      Contribution
                                                                      Percentage
                                                                      for eligible
                                                                      Non-Highly
                                                                      Compensated
                                                                      Employees by
                                                                      more than two
                                                                      (2) percentage
                                                                      points.

                                                                  


                                                          

                                                          

                                                            At
                                                              the
                                                              Committee’s election, the test
                                                              described above may
                                                              be performed in accordance
                                                              with the alternatives
                                                              described in Treasury
                                                              Regulation Section
                                                              1.401(k)-2(a)(1)(iii)
                                                              for plans that permit
                                                              participation prior
                                                              to the minimum
                                                              age and service period
                                                              described in Section
                                                              410(a)(1)(A) of the
                                                              Code.

                                                             

                                                            
                                                              	 	
                                                                      (b)

                                                                    	
                                                                      Testing
                                                                        Method.
                                                                        The Company
                                                                        elects to
                                                                        use the current
                                                                        year testing
                                                                        method for
                                                                        determining
                                                                        the Actual
                                                                        Contribution
                                                                        Percentage
                                                                        for the Non-Highly
                                                                        Compensated
                                                                        Participants.
                                                                        This method
                                                                        has been
                                                                        used by the
                                                                        Plan and
                                                                        each Merged
                                                                        Plan
                                                                        for the prior
                                                                        five years.
                                                                        The Company
                                                                        may elect
                                                                        to change
                                                                        to the prior
                                                                        year method
                                                                        as provided
                                                                        for in Internal
                                                                        Revenue Service
                                                                        Notice 98-1
                                                                        or its
                                                                        subsequent
                                                                        modification,
                                                                        and Treasury
                                                                        Regulation
                                                                        Section
                                                                        1.401(m)-2.

                                                                    


                                                            

                                                             

                                                            
                                                              	 	
                                                                      (c)

                                                                    	
                                                                      Definitions.
                                                                        For purposes
                                                                        of this Section
                                                                        3.10 of the
                                                                        Plan, the
                                                                        following
                                                                        definitions
                                                                        shall apply:

                                                                    


                                                            

                                                            

                                                              
                                                                	 	
                                                                        (1)

                                                                      	
                                                                        Average
                                                                          Contribution
                                                                          Percentage
                                                                          (ACP) shall
                                                                          mean the
                                                                          average
                                                                          (expressed
                                                                          as a percentage)
                                                                          of the
                                                                          Contribution
                                                                          Percentage
                                                                          Amounts
                                                                          for a group
                                                                          of Participants
                                                                          (either
                                                                          Highly
                                                                          Compensated
                                                                          Employees
                                                                          or Non-Highly
                                                                          Compensated
                                                                          Employees)
                                                                          for the
                                                                          Plan
                                                                          Year.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (2)

                                                                      	
                                                                        Contribution
                                                                          Percentage
                                                                          shall mean
                                                                          the ratio
                                                                          (expressed
                                                                          as a percentage)
                                                                          of the
                                                                          Participant’s
                                                                          Contribution
                                                                          Percentage
                                                                          Amounts
                                                                          to the
                                                                          Compensation
                                                                          of the
                                                                          Participant.
                                                                          Sections
                                                                          1.401(m)-1
                                                                          and 1.401(m)-2
                                                                          of the
                                                                          Treasury
                                                                          Regulations
                                                                          are
                                                                          incorporated
                                                                          herein
                                                                          for determining
                                                                          the Contribution
                                                                          Percentage.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (3)

                                                                      	
                                                                        Aggregate
                                                                          Limit
                                                                          shall mean
                                                                          the sum
                                                                          of (i)
                                                                          125% of
                                                                          the greater
                                                                          of the
                                                                          Average
                                                                          Deferral
                                                                          Percentage
                                                                          of the
                                                                          Non-Highly
                                                                          Compensated
                                                                          Employees
                                                                          for the
                                                                          Plan Year
                                                                          or
                                                                          the Average
                                                                          Contribution
                                                                          Percentage
                                                                          of Non-Highly
                                                                          Compensated
                                                                          Employees
                                                                          under the
                                                                          Plan subject
                                                                          to Section
                                                                          401(m)
                                                                          of the
                                                                          Code for
                                                                          the Plan
                                                                          Year
                                                                          beginning
                                                                          with or
                                                                          within
                                                                          the Plan
                                                                          Year of
                                                                          the CODA
                                                                          and (ii)
                                                                          the lesser
                                                                          of
                                                                          200% or
                                                                          two plus
                                                                          the lesser
                                                                          of such
                                                                          Average
                                                                          Deferral
                                                                          Percentage
                                                                          or Average
                                                                          Contribution
                                                                          Percentage.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (4)

                                                                      	
                                                                        Contribution
                                                                          Percentage
                                                                          Amounts
                                                                          shall mean
                                                                          the sum
                                                                          of the
                                                                          Employee
                                                                          Contributions,
                                                                          Matching
                                                                          Contributions
                                                                          and Qualified
                                                                          Matching
                                                                          Contributions
                                                                          (to the
                                                                          extent
                                                                          not taken
                                                                          into account
                                                                          for purposes
                                                                          of the
                                                                          Average
                                                                          Deferral
                                                                          Percentage
                                                                          test) made
                                                                          under the
                                                                          Plan
                                                                          on behalf
                                                                          of the
                                                                          Participant
                                                                          for the
                                                                          Plan Year.
                                                                          Such Contribution
                                                                          Percentage
                                                                          Amounts
                                                                          shall not
                                                                          include
                                                                          Matching
                                                                          Contributions
                                                                          that are
                                                                          forfeited
                                                                          because
                                                                          the contributions
                                                                          to which
                                                                          they relate
                                                                          are Excess
                                                                          Deferrals,
                                                                          Excess
                                                                          Contributions
                                                                          or Excess
                                                                          Aggregate
                                                                          Contributions
                                                                          or
                                                                          additional
                                                                          Employee
                                                                          Contributions
                                                                          or Matching
                                                                          Contributions
                                                                          made under
                                                                          Code Section
                                                                          414(u)
                                                                          by reason
                                                                          of a Participant’s qualified
                                                                          military
                                                                          service.
                                                                          The Employer
                                                                          may include
                                                                          Qualified
                                                                          Non-Elective
                                                                          Contributions
                                                                          in
                                                                          the Contribution
                                                                          Percentage
                                                                          Amounts.
                                                                          The Employer
                                                                          also may
                                                                          elect to
                                                                          use
                                                                          Elective
                                                                          Deferrals
                                                                          in the
                                                                          Contribution
                                                                          Percentage
                                                                          Amounts
                                                                          so long
                                                                          as the
                                                                          Average
                                                                          Deferral
                                                                          Percentage
                                                                          test is
                                                                          met before
                                                                          the Elective
                                                                          Deferrals
                                                                          are
                                                                          used in
                                                                          the Actual
                                                                          Contribution
                                                                          Percentage
                                                                          test and
                                                                          continues
                                                                          to be met
                                                                          following
                                                                          the exclusion
                                                                          of those
                                                                          Elective
                                                                          Deferrals
                                                                          that are
                                                                          used to
                                                                          meet
                                                                          the Actual
                                                                          Contribution
                                                                          Percentage
                                                                          test. If
                                                                          no Employee
                                                                          Contributions,
                                                                          Matching
                                                                          Contributions,
                                                                          Elective
                                                                          Contributions,
                                                                          or Qualified
                                                                          Non-Elective
                                                                          Contributions
                                                                          are taken
                                                                          into account
                                                                          under this
                                                                          paragraph
                                                                          with respect
                                                                          to
                                                                          a Participant
                                                                          for the
                                                                          year, the
                                                                          Contribution
                                                                          Percentage
                                                                          Amount
                                                                          is
                                                                          zero.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (5)

                                                                      	
                                                                        Employee
                                                                          Contribution
                                                                          shall mean
                                                                          any contribution
                                                                          made to
                                                                          the plan
                                                                          by or on
                                                                          behalf
                                                                          of a
                                                                          Participant
                                                                          that is
                                                                          included
                                                                          in the
                                                                          Participant’s gross
                                                                          income
                                                                          in the
                                                                          year
                                                                          in which
                                                                          made and
                                                                          that is
                                                                          maintained
                                                                          under a
                                                                          separate
                                                                          account
                                                                          to which
                                                                          earnings
                                                                          and losses
                                                                          are allocated.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (6)

                                                                      	
                                                                        Matching
                                                                          Contribution
                                                                          shall mean
                                                                          an Employer
                                                                          contribution
                                                                          made to
                                                                          this or
                                                                          any other
                                                                          defined
                                                                          contribution
                                                                          plan on
                                                                          behalf
                                                                          of a Participant
                                                                          on account
                                                                          of a Participant’s
                                                                          Employee
                                                                          Contribution
                                                                          or Elective
                                                                          Deferral.
                                                                          

                                                                      


                                                              

                                                              

                                                                
                                                                  	 	
                                                                          (d)

                                                                        	
                                                                          Special
                                                                            Rules.
                                                                            The following
                                                                            special
                                                                            rules
                                                                            shall
                                                                            apply
                                                                            for purposes
                                                                            of this
                                                                            Section
                                                                            3.10:

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (1)

                                                                        	
                                                                          For
                                                                            purposes
                                                                            of this
                                                                            Section,
                                                                            the Contribution
                                                                            Percentage
                                                                            for any
                                                                            eligible
                                                                            Highly
                                                                            Compensated
                                                                            Employee
                                                                            for the
                                                                            Plan
                                                                            Year
                                                                            and who
                                                                            is eligible
                                                                            to have
                                                                            Contribution
                                                                            Percentage
                                                                            Amounts
                                                                            allocated
                                                                            to his
                                                                            or her
                                                                            account
                                                                            under
                                                                            two
                                                                            or more
                                                                            plans
                                                                            described
                                                                            in Section
                                                                            401(a)
                                                                            of the
                                                                            Code
                                                                            or arrangements
                                                                            described
                                                                            in Section
                                                                            401(k)
                                                                            of the
                                                                            Code
                                                                            that
                                                                            are maintained
                                                                            by the
                                                                            Employer
                                                                            or an
                                                                            Affiliated
                                                                            Employer
                                                                            shall
                                                                            be determined
                                                                            as if
                                                                            the total
                                                                            of
                                                                            such
                                                                            Contribution
                                                                            Percentage
                                                                            Amounts
                                                                            was made
                                                                            under
                                                                            each
                                                                            plan.
                                                                            If a
                                                                            Highly
                                                                            Compensated
                                                                            Employee
                                                                            participates
                                                                            in two
                                                                            or more
                                                                            cash
                                                                            or deferred
                                                                            arrangements
                                                                            that
                                                                            have
                                                                            different
                                                                            Plan
                                                                            Years,
                                                                            all cash
                                                                            or deferred
                                                                            arrangements
                                                                            ending
                                                                            with
                                                                            or within
                                                                            the same
                                                                            calendar
                                                                            year
                                                                            shall
                                                                            be treated
                                                                            as a
                                                                            single
                                                                            arrangement.
                                                                            Notwithstanding
                                                                            the foregoing,
                                                                            certain
                                                                            plans
                                                                            shall
                                                                            be treated
                                                                            as separate
                                                                            if mandatorily
                                                                            disaggregated
                                                                            under
                                                                            regulations
                                                                            under
                                                                            Section
                                                                            401(m)
                                                                            of the
                                                                            Code.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (2)

                                                                        	
                                                                          In
                                                                            the event
                                                                            that
                                                                            this
                                                                            Plan
                                                                            satisfies
                                                                            the requirements
                                                                            of Section
                                                                            401(m),
                                                                            401(a)(4)
                                                                            or 410(b)
                                                                            of the
                                                                            Code
                                                                            only
                                                                            if aggregated
                                                                            with
                                                                            one or
                                                                            more
                                                                            other
                                                                            plans,
                                                                            or if
                                                                            one or
                                                                            more
                                                                            other
                                                                            plans
                                                                            satisfy
                                                                            the requirements
                                                                            of Sections
                                                                            401(a)(4)
                                                                            and 410(b)
                                                                            of the
                                                                            Code
                                                                            only
                                                                            if aggregated
                                                                            with
                                                                            this
                                                                            Plan,
                                                                            then
                                                                            this
                                                                            Section
                                                                            3.10
                                                                            of the
                                                                            Plan
                                                                            shall
                                                                            be applied
                                                                            by determining
                                                                            the
                                                                            contribution
                                                                            percentages
                                                                            of Participants
                                                                            as if
                                                                            all such
                                                                            plans
                                                                            were
                                                                            a
                                                                            single
                                                                            plan.
                                                                            Plans
                                                                            may be
                                                                            aggregated
                                                                            in order
                                                                            to satisfy
                                                                            Section
                                                                            401(m)
                                                                            of
                                                                            the Code
                                                                            only
                                                                            if they
                                                                            have
                                                                            the same
                                                                            Plan
                                                                            Year
                                                                            and use
                                                                            the same
                                                                            ACP testing
                                                                            method.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (3)

                                                                        	
                                                                          For
                                                                            purposes
                                                                            of determining
                                                                            the Contribution
                                                                            Percentage
                                                                            test,
                                                                            Employee
                                                                            Contributions
                                                                            are considered
                                                                            to have
                                                                            been
                                                                            made
                                                                            in the
                                                                            Plan
                                                                            Year
                                                                            in which
                                                                            contributed
                                                                            to the
                                                                            Trust.
                                                                            Matching
                                                                            Contributions
                                                                            and Qualified
                                                                            Non-Elective
                                                                            Contributions
                                                                            will
                                                                            be considered
                                                                            made
                                                                            before
                                                                            the last
                                                                            day of
                                                                            the 12-month
                                                                            period
                                                                            immediately
                                                                            following
                                                                            the Plan
                                                                            Year
                                                                            to which
                                                                            contributions
                                                                            relate.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (4)

                                                                        	
                                                                          The
                                                                            Employer
                                                                            shall
                                                                            maintain
                                                                            records
                                                                            sufficient
                                                                            to demonstrate
                                                                            satisfaction
                                                                            of
                                                                            the ACP
                                                                            test
                                                                            and the
                                                                            amount
                                                                            of Qualified
                                                                            Non-Elective
                                                                            Contributions
                                                                            or
                                                                            Qualified
                                                                            Matching
                                                                            Contributions
                                                                            or both,
                                                                            used
                                                                            in such
                                                                            test.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (5)

                                                                        	
                                                                          Targeted
                                                                            Matching
                                                                            Contribution
                                                                            Limit.
                                                                            An Employer
                                                                            Match
                                                                            Contribution
                                                                            for a
                                                                            Plan
                                                                            Year
                                                                            is not
                                                                            taken
                                                                            into
                                                                            account
                                                                            under
                                                                            the test
                                                                            for a
                                                                            Non-Highly
                                                                            Compensated
                                                                            Employee
                                                                            (NHCE)
                                                                            to the
                                                                            extent
                                                                            it exceeds
                                                                            the greatest
                                                                            of: (a)
                                                                            five
                                                                            percent
                                                                            (5%)
                                                                            of the
                                                                            NHCE’s Total
                                                                            Compensation
                                                                            for the
                                                                            Plan
                                                                            Year;
                                                                            (b) the
                                                                            NHCE’s Elective
                                                                            Deferrals
                                                                            for the
                                                                            Plan
                                                                            Year;
                                                                            and (c)
                                                                            the product
                                                                            of two
                                                                            (2) times
                                                                            the Plan’s “representative
                                                                            matching
                                                                            rate”
and the
                                                                            NHCE’s Elective
                                                                            Deferrals
                                                                            for the
                                                                            Plan
                                                                            Year.
                                                                            The
                                                                            Plan’s “representative
                                                                            matching
                                                                            rate”
is the
                                                                            lowest
“matching
                                                                            rate”
for
                                                                            any eligible
                                                                            NHCE
                                                                            among
                                                                            a group
                                                                            of NHCEs
                                                                            that
                                                                            consists
                                                                            of half
                                                                            of all
                                                                            eligible
                                                                            NHCEs
                                                                            in the
                                                                            Plan
                                                                            for the
                                                                            Plan
                                                                            Year
                                                                            who make
                                                                            Elective
                                                                            Contributions
                                                                            for the
                                                                            Plan
                                                                            Year
                                                                            (or,
                                                                            if greater,
                                                                            the lowest
“matching
                                                                            rate”
for all
                                                                            eligible
                                                                            NHCEs
                                                                            in the
                                                                            Plan
                                                                            who are
                                                                            employed
                                                                            by the
                                                                            Employer
                                                                            on the
                                                                            last
                                                                            day of
                                                                            the Plan
                                                                            Year
                                                                            and who
                                                                            make
                                                                            Elective
                                                                            Contributions
                                                                            for
                                                                            the Plan
                                                                            Year).
                                                                            The “matching
                                                                            rate”
for an
                                                                            Employee
                                                                            generally
                                                                            is the
                                                                            Employer
                                                                            Match
                                                                            Contributions
                                                                            made
                                                                            for such
                                                                            Employee
                                                                            divided
                                                                            by the
                                                                            Employee’s Elective
                                                                            Deferrals
                                                                            for the
                                                                            Plan
                                                                            Year.
                                                                            If the
                                                                            matching
                                                                            rate
                                                                            is
                                                                            not the
                                                                            same
                                                                            for all
                                                                            levels
                                                                            of Elective
                                                                            Deferrals
                                                                            for an
                                                                            Employee,
                                                                            then
                                                                            the Employee’s “matching
                                                                            rate”
is determined
                                                                            assuming
                                                                            that
                                                                            an Employee’s
                                                                            Elective
                                                                            Deferrals
                                                                            are equal
                                                                            to six
                                                                            percent
                                                                            (6%)
                                                                            of Total
                                                                            Compensation.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (6)

                                                                        	
                                                                          Treasury
                                                                            Regulations
                                                                            Sections
                                                                            1.401(m)-1
                                                                            and 1.40(m)-2
                                                                            are incorporated
                                                                            herein
                                                                            for
                                                                            determining
                                                                            Employer
                                                                            Match
                                                                            Contribution,
                                                                            Qualified
                                                                            Matching
                                                                            Contribution
                                                                            and Actual
                                                                            Contribution
                                                                            Percentage
                                                                            of any
                                                                            Participant.

                                                                        


                                                                

                                                                

                                                                  
                                                                    	 	
                                                                            (e)

                                                                          	
                                                                            Distribution
                                                                              of
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions.
                                                                              Notwithstanding
                                                                              any
                                                                              other
                                                                              provision
                                                                              of
                                                                              this
                                                                              Plan,
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions,
                                                                              plus
                                                                              any
                                                                              income
                                                                              and
                                                                              minus
                                                                              any
                                                                              loss
                                                                              allocable
                                                                              thereto,
                                                                              shall
                                                                              be
                                                                              forfeited,
                                                                              if
                                                                              forfeitable,
                                                                              or
                                                                              if
                                                                              not
                                                                              forfeitable,
                                                                              shall
                                                                              be
                                                                              distributed
                                                                              no
                                                                              later
                                                                              than
                                                                              the
                                                                              last
                                                                              day
                                                                              of
                                                                              each
                                                                              Plan
                                                                              Year
                                                                              to
                                                                              Participants
                                                                              to
                                                                              whose
                                                                              accounts
                                                                              such
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions
                                                                              were
                                                                              allocated
                                                                              for
                                                                              the
                                                                              preceding
                                                                              Plan
                                                                              Year.
                                                                              If
                                                                              such
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions
                                                                              are
                                                                              distributed
                                                                              more
                                                                              than
                                                                              21⁄2
months
                                                                              after
                                                                              the
                                                                              last
                                                                              day
                                                                              of
                                                                              the
                                                                              Plan
                                                                              Year
                                                                              in
                                                                              which
                                                                              such
                                                                              excess
                                                                              amounts
                                                                              arose,
                                                                              a ten
                                                                              percent
                                                                              (10%)
                                                                              excise
                                                                              tax
                                                                              will
                                                                              be
                                                                              imposed
                                                                              on
                                                                              the
                                                                              Employer
                                                                              maintaining
                                                                              the
                                                                              Plan
                                                                              with
                                                                              respect
                                                                              to
                                                                              those
                                                                              amounts.
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions
                                                                              are
                                                                              allocated
                                                                              to
                                                                              the
                                                                              Highly
                                                                              Compensated
                                                                              Employees
                                                                              with
                                                                              the
                                                                              largest
                                                                              Contribution
                                                                              Percentage
                                                                              Amounts
                                                                              taken
                                                                              into
                                                                              account
                                                                              in
                                                                              calculating
                                                                              the
                                                                              ACP
                                                                              test
                                                                              for
                                                                              the
                                                                              year
                                                                              in
                                                                              which
                                                                              the
                                                                              excess
                                                                              arose,
                                                                              beginning
                                                                              with
                                                                              the
                                                                              Highly
                                                                              Compensated
                                                                              Employee
                                                                              with
                                                                              the
                                                                              largest
                                                                              amount
                                                                              of
                                                                              such
                                                                              Contribution
                                                                              Percentage
                                                                              Amounts
                                                                              and
                                                                              continuing
                                                                              in
                                                                              descending
                                                                              order
                                                                              until
                                                                              all
                                                                              the
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions
                                                                              have
                                                                              been
                                                                              allocated.
                                                                              For
                                                                              purposes
                                                                              of
                                                                              the
                                                                              preceding
                                                                              sentence,
                                                                              the
“largest
                                                                              amount”
is
                                                                              determined
                                                                              after
                                                                              distribution
                                                                              of
                                                                              any
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions.
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions
                                                                              shall
                                                                              be
                                                                              treated
                                                                              as
                                                                              Annual
                                                                              Additions
                                                                              under
                                                                              the
                                                                              Plan.

                                                                          


                                                                  

                                                                   

                                                                  Determination
                                                                    of Income or
                                                                    Loss:
                                                                    Excess
                                                                    Aggregate Contributions
                                                                    shall be adjusted
                                                                    for any income
                                                                    (gain or loss)
                                                                    up to
                                                                    the date of distribution.
                                                                    The income or
                                                                    loss allocable
                                                                    to Excess Aggregate
                                                                    Contributions
                                                                    allocated to
                                                                    each Participant
                                                                    is the sum of
                                                                    (1) income or
                                                                    loss
                                                                    allocable to
                                                                    the Participant’s Employee Contributions
                                                                    and Matching
                                                                    Contributions
                                                                    and other amounts
                                                                    taken into account
                                                                    under this Section
                                                                    3.10 (including
                                                                    the
                                                                    contributions
                                                                    for the year),
                                                                    by a fraction,
                                                                    the numerator
                                                                    of which is such
                                                                    Participant’s Excess Aggregate
                                                                    Contributions
                                                                    for the year
                                                                    and the denominator
                                                                    of
                                                                    which is the
                                                                    Participant’s account balance
                                                                    attributable
                                                                    to Elective Employee
                                                                    Contributions
                                                                    and Matching
                                                                    Contributions
                                                                    and other amounts
                                                                    taken into account
                                                                    under this Section
                                                                    3.10 as of the
                                                                    beginning of
                                                                    the Plan Year
                                                                    and any additional
                                                                    such contributions
                                                                    for the year
                                                                    and (2) 10 percent
                                                                    of the amount
                                                                    determined
                                                                    under (1) multiplied
                                                                    by the number
                                                                    of whole calendar
                                                                    months between
                                                                    the end of
                                                                    the Plan Year
                                                                    and the date
                                                                    of distribution,
                                                                    counting the
                                                                    month of distribution
                                                                    if distribution
                                                                    occurs after
                                                                    the 15th
                                                                    day of
                                                                    such month. Notwithstanding,
                                                                    the Committee
                                                                    may use any reasonable
                                                                    method for
                                                                    computing the
                                                                    income allocable
                                                                    to Excess Aggregate
                                                                    Contributions,
                                                                    provided the
                                                                    method is used
                                                                    consistently
                                                                    for all Participants
                                                                    and for all corrective
                                                                    distributions
                                                                    under the Plan
                                                                    for the Plan
                                                                    Year, and is
                                                                    used by the Plan
                                                                    for
                                                                    allocating income
                                                                    to Participants’ accounts. The
                                                                    Plan will not
                                                                    fail to use a
                                                                    reasonable method
                                                                    merely because
                                                                    the income allocable
                                                                    to Excess Aggregate
                                                                    Contributions
                                                                    is determined
                                                                    on a date that
                                                                    is no more than
                                                                    seven days before
                                                                    the
                                                                    distribution.

                                                                   

                                                                  
                                                                    	 	
                                                                            (f)

                                                                          	
                                                                            Accounting
                                                                              for
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions:
                                                                              Excess
                                                                              Aggregate
                                                                              Contributions
                                                                              allocated
                                                                              to
                                                                              a Participant
                                                                              shall
                                                                              be
                                                                              forfeited,
                                                                              if
                                                                              forfeitable,
                                                                              or
                                                                              distributed
                                                                              on
                                                                              a pro
                                                                              rata
                                                                              basis
                                                                              from
                                                                              the
                                                                              Matching
                                                                              Contribution
                                                                              Account
                                                                              and
                                                                              Qualified
                                                                              Matching
                                                                              Contribution
                                                                              Account
                                                                              (and,
                                                                              if
                                                                              applicable,
                                                                              the
                                                                              Participant’s Qualified
                                                                              Non-Elective
                                                                              Contribution
                                                                              Account
                                                                              or
                                                                              Elective
                                                                              Deferral
                                                                              Account,
                                                                              or
                                                                              both).

                                                                          


                                                                  

                                                                   

                                                                  For
                                                                    purposes of this
                                                                    Section, “Excess Aggregate
                                                                    Contributions” shall mean, with
                                                                    respect to any
                                                                    Plan Year, the
                                                                    excess of: 

                                                                   

                                                                  
                                                                    	 	
                                                                            (1)

                                                                          	
                                                                            The
                                                                              aggregate
                                                                              Contribution
                                                                              Percentage
                                                                              Amounts
                                                                              taken
                                                                              into
                                                                              account
                                                                              in
                                                                              computing
                                                                              the
                                                                              numerator
                                                                              of
                                                                              the
                                                                              Contribution
                                                                              Percentage
                                                                              actually
                                                                              made
                                                                              on
                                                                              behalf
                                                                              of
                                                                              Highly
                                                                              Compensated
                                                                              Employees
                                                                              for
                                                                              such
                                                                              Plan
                                                                              Year,
                                                                              over
                                                                              

                                                                          


                                                                  

                                                                   

                                                                  
                                                                    	 	
                                                                            (2)

                                                                          	
                                                                            The
                                                                              maximum
                                                                              Contribution
                                                                              Percentage
                                                                              Amounts
                                                                              permitted
                                                                              by
                                                                              the
                                                                              ACP
                                                                              test
                                                                              (determined
                                                                              by
                                                                              hypothetically
                                                                              reducing
                                                                              contributions
                                                                              made
                                                                              on
                                                                              behalf
                                                                              of
                                                                              Highly
                                                                              Compensated
                                                                              Employees
                                                                              in
                                                                              order
                                                                              of
                                                                              their
                                                                              Contribution
                                                                              Percentages
                                                                              beginning
                                                                              with
                                                                              the
                                                                              highest
                                                                              of
                                                                              such
                                                                              percentages).

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    Such
                                                                      determination
                                                                      shall be made
                                                                      after first
                                                                      determining
                                                                      Excess Deferrals
                                                                      pursuant to
                                                                      Section 3.1
                                                                      and then determining
                                                                      Excess Contributions
                                                                      pursuant to
                                                                      Section
                                                                      3.9.

                                                                     

                                                                    
                                                                      3.11  Corrective
                                                                        Contributions.
                                                                        In lieu
                                                                        of distributing
                                                                        Excess Contributions
                                                                        as provided
                                                                        in Section
                                                                        3.9(e) above,
                                                                        the
                                                                        Employer
                                                                        may make
                                                                        contributions
                                                                        on behalf
                                                                        of Non-Highly
                                                                        Compensated
                                                                        Employees
                                                                        that are
                                                                        sufficient
                                                                        to satisfy
                                                                        the ADP test,
                                                                        provided
                                                                        such amount
                                                                        does not
                                                                        exceed the
                                                                        Target Contribution
                                                                        Limit. In
                                                                        addition,
                                                                        in lieu of
                                                                        distributing
                                                                        Excess Aggregate
                                                                        Contributions
                                                                        as provided
                                                                        in Section
                                                                        3.10(e) of
                                                                        the Plan,
                                                                        the
                                                                        Employer
                                                                        may make
                                                                        contributions
                                                                        on behalf
                                                                        of Non-Highly
                                                                        Compensated
                                                                        Employees
                                                                        that are
                                                                        sufficient
                                                                        to satisfy
                                                                        the ACP test,
                                                                        provided
                                                                        such amount
                                                                        does not
                                                                        exceed the
                                                                        Targets Contribution
                                                                        Limit.

                                                                       

                                                                      Targeted
                                                                        Contribution
                                                                        Limit.
                                                                        For
                                                                        purposes
                                                                        of either
                                                                        the ADP or
                                                                        ACP test,
                                                                        a Qualified
                                                                        Non-Elective
                                                                        Contributions
                                                                        cannot be
                                                                        taken into
                                                                        account for
                                                                        a Non-Highly
                                                                        Compensated
                                                                        Employee
                                                                        (“NHCE”) to
                                                                        the extent
                                                                        such contributions
                                                                        exceed the
                                                                        product of
                                                                        that Non-Highly
                                                                        Compensated
                                                                        Employee’s Total Compensation
                                                                        and the greater
                                                                        of five percent
                                                                        (5%) or two
                                                                        (2)
                                                                        times the
                                                                        Plan’s “representative
                                                                        contribution
                                                                        rate.” The Plan’s “representative
                                                                        contribution
                                                                        rate” is the lowest
“applicable
                                                                        contribution
                                                                        rate” (i.e., the
                                                                        sum
                                                                        of the Qualified
                                                                        Non-Elective
                                                                        Contributions
                                                                        made and
                                                                        Qualified
                                                                        Matching
                                                                        Contributions
                                                                        taken into
                                                                        account for
                                                                        an eligible
                                                                        NHCE employee
                                                                        divided by
                                                                        the
                                                                        eligible
                                                                        NHCE’s Total Compensation)
                                                                        among a group
                                                                        of eligible
                                                                        NHCEs that
                                                                        consists
                                                                        of half of
                                                                        all the eligible
                                                                        NHCEs for
                                                                        the Plan
                                                                        Year (or,
                                                                        if greater,
                                                                        the lowest
                                                                        contribution
                                                                        rate among
                                                                        any eligible
                                                                        NHCE in the
                                                                        group of
                                                                        all
                                                                        eligible
                                                                        NHCEs for
                                                                        the Plan
                                                                        Year who
                                                                        is employed
                                                                        by the Employer
                                                                        on the last
                                                                        day
                                                                        of the Plan
                                                                        Year).

                                                                       

                                                                      Contribution
                                                                        only used
                                                                        once.
                                                                        Any
                                                                        Qualified
                                                                        Non-Elective
                                                                        Contribution
                                                                        or Qualified
                                                                        Matching
                                                                        Contribution
                                                                        taken
                                                                        into account
                                                                        under an
                                                                        ACP test,
                                                                        is not permitted
                                                                        to be taken
                                                                        into account
                                                                        for
                                                                        purposes
                                                                        of satisfying
                                                                        the ADP test.
                                                                        Qualified
                                                                        Matching
                                                                        Contributions
                                                                        which are
                                                                        taken into
                                                                        account for
                                                                        the ADP test
                                                                        are not taken
                                                                        into account
                                                                        for the purpose
                                                                        of satisfying
                                                                        the ACP test.
                                                                        Further,
                                                                        Qualified
                                                                        Non-Elective
                                                                        Contributions
                                                                        that
                                                                        are taken
                                                                        into account
                                                                        under a current
                                                                        year testing
                                                                        method may
                                                                        not be taken
                                                                        into
                                                                        account under
                                                                        the prior
                                                                        year testing
                                                                        method in
                                                                        the next
                                                                        year. 

                                                                       

                                                                       

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                        

                                                          ARTICLE 
                                                            IV

                                                          ALLOCATION
                                                            OF FUNDS 

                                                           

                                                           

                                                          
                                                            4.1  Allocation
                                                              of Employer Contributions.
                                                              Employer
                                                              Match Contributions
                                                              made pursuant to Section
                                                              3.2 of the Plan shall
                                                              be allocated
                                                              to the Employer Match
                                                              Accounts of the Participants
                                                              for whom such contributions
                                                              are made. Additional
                                                              Match Contributions
                                                              made pursuant to Section
                                                              3.3 of the
                                                              Plan shall be allocated
                                                              to the Additional Match
                                                              Accounts of the Participants
                                                              for
                                                              whom such contributions
                                                              are made.

                                                             

                                                            4.2  Allocation
                                                              of Profit Sharing Contributions.

                                                            

                                                              
                                                                	 	
                                                                        (a)

                                                                      	
                                                                        Eligibility.
                                                                          The Board
                                                                          of Directors
                                                                          or the
                                                                          Compensation
                                                                          Committee
                                                                          of the
                                                                          Board in
                                                                          its
                                                                          discretion
                                                                          may designate
                                                                          one or
                                                                          more Employees
                                                                          to receive
                                                                          a Profit
                                                                          Sharing
                                                                          Contribution
                                                                          for that
                                                                          year. 

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (b)

                                                                      	
                                                                        Profit
                                                                          Sharing
                                                                          Contribution.
                                                                          A
                                                                          Participant
                                                                          is entitled
                                                                          to a Profit
                                                                          Sharing
                                                                          Contribution
                                                                          if the
                                                                          Participant’s name
                                                                          is included
                                                                          on the
                                                                          list of
                                                                          Participants
                                                                          at Appendix
                                                                          C
                                                                          to the
                                                                          Plan for
                                                                          the identified
                                                                          Plan Year.
                                                                          The Profit
                                                                          Sharing
                                                                          Contribution
                                                                          shall be
                                                                          equal to
                                                                          the amount
                                                                          indicated
                                                                          on Appendix
                                                                          C and shall
                                                                          be
                                                                          allocated
                                                                          to the
                                                                          Participant’s Profit
                                                                          Sharing
                                                                          Account.
                                                                          A new Appendix
                                                                          C,
                                                                          if any,
                                                                          that identifies
                                                                          the Participants
                                                                          who will
                                                                          receive
                                                                          a Profit
                                                                          Sharing
                                                                          Contribution
                                                                          for the
                                                                          applicable
                                                                          year must
                                                                          be made
                                                                          and delivered
                                                                          to the
                                                                          Trustee
                                                                          no later
                                                                          than the
                                                                          last day
                                                                          of the
                                                                          Plan Year.
                                                                          

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (c)

                                                                      	
                                                                        Limitations.
                                                                          Further,
                                                                          if, as
                                                                          a result
                                                                          of a reasonable
                                                                          error in
                                                                          determining
                                                                          the maximum
                                                                          profit
                                                                          sharing
                                                                          contribution
                                                                          that may
                                                                          be made
                                                                          to an eligible
                                                                          Participant’s
                                                                          account
                                                                          under the
                                                                          nondiscrimination
                                                                          tests described
                                                                          in Section
                                                                          401(a)(4)
                                                                          of the
                                                                          Treasury
                                                                          Regulations,
                                                                          the excess
                                                                          contribution
                                                                          will be
                                                                          forfeited.
                                                                          

                                                                      


                                                              

                                                               

                                                              4.3  Allocation
                                                                of Net Earnings or
                                                                Losses of the Trust.
                                                                As of
                                                                each Valuation Date,
                                                                the net earnings
                                                                or losses of each
                                                                Trust, including
                                                                capital
                                                                gains and losses
                                                                whether or not realized,
                                                                since the preceding
                                                                Valuation Date
                                                                shall be allocated
                                                                to the Accrued Benefit
                                                                of all Participants
                                                                (or Beneficiaries)
                                                                in accordance with
                                                                the ratio which the
                                                                Accrued Benefit of
                                                                each Participant
                                                                bears
                                                                to the aggregate
                                                                of all such Accrued
                                                                Benefits; provided,
                                                                however, that earnings
                                                                or losses of accounts
                                                                for which Participants
                                                                direct investment
                                                                shall be
                                                                specifically allocated
                                                                to such accounts.

                                                               

                                                              4.4  Valuations. In
                                                                determining the earnings
                                                                or losses of the
                                                                Trust as of each
                                                                Valuation Date, the
                                                                Trust shall be valued
                                                                at fair market value.

                                                               

                                                              4.5  Accounting
                                                                for Distributions. All
                                                                withdrawals of Participant
                                                                contributions, all
                                                                distributions made
                                                                to a
                                                                Participant or his
                                                                Beneficiary, and
                                                                any transfers to
                                                                another qualified
                                                                plan
                                                                shall be charged
                                                                to the appropriate
                                                                subaccount of the
                                                                Participant’s Accrued
                                                                Benefit.

                                                               

                                                              4.6  Separate
                                                                Accounts.
                                                                A
                                                                separate account
                                                                shall be established
                                                                and maintained to
                                                                reflect the Accrued
                                                                Benefit for each
                                                                Participant, with
                                                                subaccounts to separately
                                                                show the divisions
                                                                described in Section
                                                                1.1 of the Plan.

                                                               

                                                              4.7  Investment
                                                                of Funds.

                                                              

                                                                
                                                                  	 	
                                                                          (a)

                                                                        	
                                                                          Investment
                                                                            Control.
                                                                            Subject
                                                                            to the
                                                                            provisions
                                                                            of paragraphs
                                                                            (b),
                                                                            (c),
                                                                            (d) and
                                                                            (e) below,
                                                                            and
                                                                            only
                                                                            to the
                                                                            extent
                                                                            accepted
                                                                            by the
                                                                            Trustees,
                                                                            the management
                                                                            and control
                                                                            of
                                                                            the Trusts
                                                                            shall
                                                                            be vested
                                                                            in the
                                                                            Trustee.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (b)

                                                                        	
                                                                          Investment
                                                                            Limitations.
                                                                            The Trustees
                                                                            shall
                                                                            invest
                                                                            all funds
                                                                            received
                                                                            from
                                                                            the Employer
                                                                            and all
                                                                            Fund
                                                                            earnings
                                                                            in the
                                                                            Investment
                                                                            Options
                                                                            in the
                                                                            manner
                                                                            from
                                                                            time
                                                                            to time
                                                                            directed
                                                                            in writing
                                                                            by the
                                                                            Committee.
                                                                            

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (c)

                                                                        	
                                                                          Participant
                                                                            Directed
                                                                            Investments.
                                                                            Participants,
                                                                            subject
                                                                            to such
                                                                            reasonable
                                                                            restrictions
                                                                            as the
                                                                            Committee
                                                                            may
                                                                            impose
                                                                            for administrative
                                                                            convenience,
                                                                            may designate
                                                                            what
                                                                            percentage
                                                                            of
                                                                            all contributions
                                                                            and all
                                                                            accounts
                                                                            will
                                                                            be invested
                                                                            in the
                                                                            Investment
                                                                            Options.


                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (d)

                                                                        	
                                                                          Participant
                                                                            Election.
                                                                            If a
                                                                            Participant
                                                                            does
                                                                            not make
                                                                            a written
                                                                            designation
                                                                            of an
                                                                            Investment
                                                                            Option,
                                                                            the Committee
                                                                            shall
                                                                            direct
                                                                            the Trustees
                                                                            to invest
                                                                            all amounts
                                                                            held
                                                                            or received
                                                                            on account
                                                                            of such
                                                                            Participant
                                                                            in the
                                                                            Investment
                                                                            Option
                                                                            designated
                                                                            by the
                                                                            Committee
                                                                            to hold
                                                                            such
                                                                            amounts.
                                                                            

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (e)

                                                                        	
                                                                          Company
                                                                            Stock.
                                                                            The Participants
                                                                            shall
                                                                            have
                                                                            the right
                                                                            to direct
                                                                            that
                                                                            any assets
                                                                            in any
                                                                            of
                                                                            their
                                                                            accounts
                                                                            that
                                                                            are invested
                                                                            in Company
                                                                            Stock
                                                                            be transferred
                                                                            to
                                                                            another
                                                                            Investment
                                                                            Option,
                                                                            in a
                                                                            manner
                                                                            satisfactory
                                                                            to the
                                                                            Committee.
                                                                            The
                                                                            Plan
                                                                            shall
                                                                            include
                                                                            Company
                                                                            Stock
                                                                            as an
                                                                            Investment
                                                                            Option
                                                                            for assets
                                                                            that
                                                                            are invested
                                                                            in Company
                                                                            Stock
                                                                            as of
                                                                            December
                                                                            31, 2006,
                                                                            however,
                                                                            once
                                                                            Company
                                                                            Stock
                                                                            in the
                                                                            Plan
                                                                            is transferred
                                                                            to another
                                                                            Investment
                                                                            Option,
                                                                            it
                                                                            cannot
                                                                            be reinvested
                                                                            in Company
                                                                            Stock.
                                                                            

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (f)

                                                                        	
                                                                          Facilitation.
                                                                            Notwithstanding
                                                                            any instruction
                                                                            from
                                                                            any Participant
                                                                            for investment
                                                                            of
                                                                            funds
                                                                            in an
                                                                            Investment
                                                                            Option
                                                                            as provided
                                                                            for herein,
                                                                            the Trustees
                                                                            shall
                                                                            have
                                                                            the right
                                                                            to hold
                                                                            uninvested
                                                                            any amounts
                                                                            intended
                                                                            for investment
                                                                            until
                                                                            such
                                                                            time
                                                                            as investment
                                                                            may be
                                                                            made
                                                                            in accordance
                                                                            with
                                                                            this
                                                                            Section
                                                                            4.7 and
                                                                            the Trust
                                                                            Agreements.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (g)

                                                                        	
                                                                          Liability
                                                                            for Investment
                                                                            Directions.
                                                                            This
                                                                            Plan
                                                                            is intended
                                                                            to constitute
                                                                            a plan
                                                                            described
                                                                            in Section
                                                                            404(c)
                                                                            of
                                                                            ERISA,
                                                                            and Title
                                                                            29 of
                                                                            the Code
                                                                            of Federal
                                                                            Regulations
                                                                            Section
                                                                            2550.404c-1.
                                                                            Fiduciaries
                                                                            of the
                                                                            Plan
                                                                            may be
                                                                            relieved
                                                                            of liability
                                                                            for any
                                                                            losses
                                                                            which
                                                                            are the
                                                                            direct
                                                                            and necessary
                                                                            result
                                                                            of investment
                                                                            instructions
                                                                            given
                                                                            by each
                                                                            Participant
                                                                            or Beneficiary.
                                                                            Neither
                                                                            the
                                                                            Employer,
                                                                            the Trustees
                                                                            nor the
                                                                            Committee
                                                                            shall
                                                                            be responsible
                                                                            for any
                                                                            loss
                                                                            which
                                                                            may result
                                                                            from
                                                                            a Participant’s exercise
                                                                            of control
                                                                            over
                                                                            the
                                                                            investment
                                                                            of his
                                                                            Accrued
                                                                            Benefit.


                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (h)

                                                                        	
                                                                          Each
                                                                            Participant
                                                                            shall
                                                                            have
                                                                            exclusive
                                                                            responsibility
                                                                            for and
                                                                            control
                                                                            over
                                                                            the
                                                                            investment
                                                                            of amounts
                                                                            allocated
                                                                            to his
                                                                            Accrued
                                                                            Benefit.
                                                                            Neither
                                                                            the
                                                                            Employers,
                                                                            the Trustees
                                                                            nor the
                                                                            Committee
                                                                            shall
                                                                            have
                                                                            any duty,
                                                                            responsibility
                                                                            or right
                                                                            to question
                                                                            a Participant’s investment
                                                                            directions
                                                                            or to
                                                                            advise
                                                                            a Participant
                                                                            with
                                                                            respect
                                                                            to the
                                                                            investment
                                                                            of his
                                                                            Individual
                                                                            Accounts.
                                                                            The Committee
                                                                            will
                                                                            be obligated
                                                                            to follow
                                                                            the
                                                                            Participant’s investment
                                                                            directions
                                                                            except
                                                                            when
                                                                            the
                                                                            instructions:

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (1)

                                                                        	
                                                                          are
                                                                            not in
                                                                            accordance
                                                                            with
                                                                            this
                                                                            Plan
                                                                            document
                                                                            and instruments
                                                                            governing
                                                                            this
                                                                            Plan
                                                                            insofar
                                                                            as such
                                                                            documents
                                                                            and instruments
                                                                            are consistent
                                                                            with
                                                                            the
                                                                            provisions
                                                                            of Title
                                                                            I of
                                                                            ERISA;

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (2)

                                                                        	
                                                                          would
                                                                            result
                                                                            in a
                                                                            prohibited
                                                                            transaction
                                                                            described
                                                                            in ERISA
                                                                            Section
                                                                            406 or
                                                                            Code
                                                                            Section
                                                                            4975
                                                                            that
                                                                            is not
                                                                            otherwise
                                                                            exempted
                                                                            by statute
                                                                            or
                                                                            regulation;

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (3)

                                                                        	
                                                                          would
                                                                            generate
                                                                            income
                                                                            that
                                                                            would
                                                                            be taxable
                                                                            to this
                                                                            Plan;

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (4)

                                                                        	
                                                                          would
                                                                            cause
                                                                            a fiduciary
                                                                            to maintain
                                                                            the indicia
                                                                            of ownership
                                                                            of any
                                                                            assets
                                                                            of
                                                                            the Plan
                                                                            outside
                                                                            the jurisdiction
                                                                            of the
                                                                            district
                                                                            courts
                                                                            of the
                                                                            United
                                                                            States
                                                                            other
                                                                            than
                                                                            as permitted
                                                                            by Section
                                                                            404(b)
                                                                            of ERISA
                                                                            and related
                                                                            regulations;

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (5)

                                                                        	
                                                                          would
                                                                            jeopardize
                                                                            the Plan’s tax
                                                                            qualified
                                                                            status
                                                                            under
                                                                            the Code;
                                                                            or

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (6)

                                                                        	
                                                                          could
                                                                            result
                                                                            in a
                                                                            loss
                                                                            in excess
                                                                            of the
                                                                            individual
                                                                            account
                                                                            balances.

                                                                        


                                                                

                                                                 

                                                                

                                                                  ARTICLE V

                                                                  MAXIMUM
                                                                    CONTRIBUTIONS
                                                                    AND BENEFITS 

                                                                  

                                                                    5.1  Defined
                                                                      Contribution
                                                                      Limitation.  
                                                                      Contributions
                                                                      made on behalf
                                                                      of any Participant
                                                                      during any
                                                                      Plan Year to
                                                                      all
                                                                      defined contribution
                                                                      plans of the
                                                                      Employer or
                                                                      any Affiliated
                                                                      Employer shall
                                                                      be
                                                                      subject to
                                                                      the limits
                                                                      of Code Section
                                                                      415(c)(1) as
                                                                      set forth in
                                                                      paragraph (a)
                                                                      below:

                                                                    
                                                                      
                                                                        	 	
                                                                                (a)

                                                                              	
                                                                                Annual
                                                                                  Addition
                                                                                  Limit.
                                                                                  The
                                                                                  Annual
                                                                                  Addition
                                                                                  (as
                                                                                  defined
                                                                                  below
                                                                                  in
                                                                                  paragraph
                                                                                  (c)),
                                                                                  that
                                                                                  may
                                                                                  be
                                                                                  contributed
                                                                                  or
                                                                                  allocated
                                                                                  to
                                                                                  a
                                                                                  Participant's
                                                                                  account
                                                                                  under
                                                                                  the
                                                                                  Plan
                                                                                  for
                                                                                  any
                                                                                  limitation
                                                                                  year
                                                                                  shall
                                                                                  not
                                                                                  exceed
                                                                                  the
                                                                                  lesser
                                                                                  of:

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (1)

                                                                              	
                                                                                $40,000,
                                                                                  as
                                                                                  adjusted
                                                                                  for
                                                                                  increases
                                                                                  in
                                                                                  the
                                                                                  cost-of-living
                                                                                  under
                                                                                  Section
                                                                                  415(d)
                                                                                  of
                                                                                  the
                                                                                  Code,
                                                                                  or

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (2)

                                                                              	
                                                                                100
                                                                                  percent
                                                                                  of
                                                                                  the
                                                                                  Participant’s
                                                                                  Section
                                                                                  415
                                                                                  Compensation
                                                                                  for
                                                                                  the
                                                                                  limitation
                                                                                  year.

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (3)

                                                                              	
                                                                                The
                                                                                  Compensation
                                                                                  limit
                                                                                  referred
                                                                                  to
                                                                                  in
                                                                                  (2)
                                                                                  shall
                                                                                  not
                                                                                  apply
                                                                                  to
                                                                                  any
                                                                                  contribution
                                                                                  for
                                                                                  medical
                                                                                  benefits
                                                                                  after
                                                                                  separation
                                                                                  from
                                                                                  service
                                                                                  (within
                                                                                  the
                                                                                  meaning
                                                                                  of
                                                                                  Section
                                                                                  401(h)
                                                                                  or
                                                                                  Section
                                                                                  419A(f)(2)
                                                                                  of
                                                                                  the
                                                                                  Code)
                                                                                  which
                                                                                  is
                                                                                  otherwise
                                                                                  treated
                                                                                  as
                                                                                  an
                                                                                  Annual
                                                                                  Addition.

                                                                              


                                                                      

                                                                      

                                                                        
                                                                          	 	
                                                                                  (b)

                                                                                	
                                                                                  Correction
                                                                                    of
                                                                                    Excess
                                                                                    Annual
                                                                                    Additions.
                                                                                    If,
                                                                                    as
                                                                                    a
                                                                                    result
                                                                                    of
                                                                                    the
                                                                                    allocation
                                                                                    of
                                                                                    forfeitures,
                                                                                    a
                                                                                    reasonable
                                                                                    error
                                                                                    in
                                                                                    estimating
                                                                                    the
                                                                                    Participant’s
                                                                                    Section
                                                                                    415
                                                                                    Compensation,
                                                                                    or
                                                                                    a
                                                                                    reasonable
                                                                                    error
                                                                                    in
                                                                                    estimating
                                                                                    the
                                                                                    amount
                                                                                    of
                                                                                    Elective
                                                                                    Deferrals
                                                                                    that
                                                                                    may
                                                                                    be
                                                                                    made
                                                                                    with
                                                                                    respect
                                                                                    to
                                                                                    any
                                                                                    Participant
                                                                                    under
                                                                                    the
                                                                                    limits
                                                                                    of
                                                                                    Section
                                                                                    415
                                                                                    of
                                                                                    the
                                                                                    Code
                                                                                    or
                                                                                    under
                                                                                    other
                                                                                    facts
                                                                                    and
                                                                                    circumstances
                                                                                    permitted
                                                                                    by
                                                                                    the
                                                                                    Commissioner
                                                                                    of
                                                                                    the
                                                                                    Internal
                                                                                    Revenue
                                                                                    Service,
                                                                                    Annual
                                                                                    Additions
                                                                                    exceed
                                                                                    the
                                                                                    limitation
                                                                                    set
                                                                                    forth
                                                                                    in
                                                                                    Section
                                                                                    5.1(a),
                                                                                    the
                                                                                    excess
                                                                                    will
                                                                                    be
                                                                                    disposed
                                                                                    of
                                                                                    as
                                                                                    follows:

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (1)

                                                                                	
                                                                                  If
                                                                                    the
                                                                                    Participant
                                                                                    is
                                                                                    covered
                                                                                    by
                                                                                    the
                                                                                    Plan
                                                                                    as
                                                                                    of
                                                                                    the
                                                                                    end
                                                                                    of
                                                                                    the
                                                                                    Plan
                                                                                    Year
                                                                                    in
                                                                                    which
                                                                                    the
                                                                                    excess
                                                                                    occurs,
                                                                                    the
                                                                                    Excess
                                                                                    Deferrals
                                                                                    shall
                                                                                    be
                                                                                    used
                                                                                    to
                                                                                    reduce
                                                                                    Employer
                                                                                    contributions
                                                                                    (including
                                                                                    any
                                                                                    allocation
                                                                                    of
                                                                                    forfeitures)
                                                                                    for
                                                                                    such
                                                                                    Member
                                                                                    in
                                                                                    the
                                                                                    next
                                                                                    Plan
                                                                                    Year,
                                                                                    and
                                                                                    each
                                                                                    succeeding
                                                                                    Plan
                                                                                    Year,
                                                                                    if
                                                                                    necessary.

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (2)

                                                                                	
                                                                                  If,
                                                                                    after
                                                                                    the
                                                                                    application
                                                                                    of
                                                                                    Section
                                                                                    5.1(b)(1)
                                                                                    an
                                                                                    Excess
                                                                                    Deferral
                                                                                    amount
                                                                                    still
                                                                                    exists,
                                                                                    the
                                                                                    excess
                                                                                    amount
                                                                                    shall
                                                                                    be
                                                                                    held
                                                                                    unallocated
                                                                                    in
                                                                                    a
                                                                                    suspense
                                                                                    account.
                                                                                    The
                                                                                    suspense
                                                                                    account
                                                                                    shall
                                                                                    be
                                                                                    applied
                                                                                    to
                                                                                    reduce
                                                                                    future
                                                                                    Employer
                                                                                    contributions
                                                                                    for
                                                                                    all
                                                                                    remaining
                                                                                    Participants
                                                                                    in
                                                                                    the
                                                                                    next
                                                                                    Plan
                                                                                    year,
                                                                                    and
                                                                                    the
                                                                                    next
                                                                                    succeeding
                                                                                    Plan
                                                                                    Year.

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (3)

                                                                                	
                                                                                  If
                                                                                    a
                                                                                    suspense
                                                                                    account
                                                                                    is
                                                                                    in
                                                                                    existence
                                                                                    at
                                                                                    any
                                                                                    time
                                                                                    during
                                                                                    a
                                                                                    Plan
                                                                                    Year
                                                                                    pursuant
                                                                                    to
                                                                                    this
                                                                                    Section,
                                                                                    it
                                                                                    will
                                                                                    not
                                                                                    participate
                                                                                    in
                                                                                    the
                                                                                    allocation
                                                                                    of
                                                                                    the
                                                                                    gains
                                                                                    and
                                                                                    losses
                                                                                    of
                                                                                    the
                                                                                    Trusts.
                                                                                    If
                                                                                    a
                                                                                    suspense
                                                                                    account
                                                                                    is
                                                                                    in
                                                                                    existence
                                                                                    at
                                                                                    any
                                                                                    time
                                                                                    during
                                                                                    a
                                                                                    particular
                                                                                    Plan
                                                                                    Year,
                                                                                    all
                                                                                    amounts
                                                                                    in
                                                                                    the
                                                                                    suspense
                                                                                    account
                                                                                    must
                                                                                    be
                                                                                    allocated
                                                                                    and
                                                                                    reallocated
                                                                                    to
                                                                                    Participants’
accounts
                                                                                    before
                                                                                    any
                                                                                    Employer
                                                                                    or
                                                                                    Elective
                                                                                    Deferrals
                                                                                    may
                                                                                    be
                                                                                    made
                                                                                    to
                                                                                    the
                                                                                    Plan
                                                                                    for
                                                                                    that
                                                                                    Plan
                                                                                    Year.
                                                                                    Excess
                                                                                    amounts
                                                                                    may
                                                                                    not
                                                                                    be
                                                                                    distributed
                                                                                    to
                                                                                    Participants.

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (4)

                                                                                	
                                                                                  This
                                                                                    Section
                                                                                    5.1
                                                                                    shall
                                                                                    be
                                                                                    satisfied
                                                                                    prior
                                                                                    to
                                                                                    satisfying
                                                                                    the
                                                                                    Actual
                                                                                    Deferral
                                                                                    Percentage
                                                                                    test
                                                                                    in
                                                                                    Section
                                                                                    3.9
                                                                                    of
                                                                                    the
                                                                                    Plan.

                                                                                


                                                                        

                                                                        

                                                                          
                                                                            	 	
                                                                                    (c)

                                                                                  	
                                                                                    Annual
                                                                                      Addition.
                                                                                      Annual
                                                                                      Addition
                                                                                      means
                                                                                      the
                                                                                      sum
                                                                                      credited
                                                                                      to
                                                                                      Participant’s
                                                                                      Accounts
                                                                                      for
                                                                                      any
                                                                                      Limitation
                                                                                      Year
                                                                                      of:
                                                                                      (i)
                                                                                      Employer
                                                                                      Contributions,
                                                                                      Elective
                                                                                      Deferrals,
                                                                                      except
                                                                                      for
                                                                                      Catch-Up
                                                                                      Contributions,
                                                                                      and
                                                                                      forfeitures;
                                                                                      (ii)
                                                                                      Amounts
                                                                                      allocated
                                                                                      to
                                                                                      an
                                                                                      individual
                                                                                      medical
                                                                                      account
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      415(l)(1)
                                                                                      of
                                                                                      the
                                                                                      Code
                                                                                      that
                                                                                      is
                                                                                      part
                                                                                      of
                                                                                      a
                                                                                      pension
                                                                                      or
                                                                                      annuity
                                                                                      plan
                                                                                      maintained
                                                                                      by
                                                                                      the
                                                                                      Employer;
                                                                                      (iii)
                                                                                      Amounts
                                                                                      attributable
                                                                                      to
                                                                                      post-retirement
                                                                                      medical
                                                                                      benefits
                                                                                      allocated
                                                                                      to
                                                                                      the
                                                                                      separate
                                                                                      account
                                                                                      of
                                                                                      a
                                                                                      key
                                                                                      employee
                                                                                      (as
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      419A(d)(3)
                                                                                      of
                                                                                      the
                                                                                      Code);
                                                                                      and
                                                                                      (iv)
                                                                                      Excess
                                                                                      Contributions
                                                                                      and
                                                                                      Excess
                                                                                      Aggregate
                                                                                      Contributions
                                                                                      returned
                                                                                      to
                                                                                      a
                                                                                      Participant
                                                                                      in
                                                                                      accordance
                                                                                      with
                                                                                      Sections
                                                                                      3.9
                                                                                      and
                                                                                      3.10.
                                                                                      Limitation
                                                                                      Year
                                                                                      means
                                                                                      calendar
                                                                                      year,
                                                                                      unless
                                                                                      the
                                                                                      Company
                                                                                      elects
                                                                                      a
                                                                                      different
                                                                                      twelve
                                                                                      (12)
                                                                                      consecutive
                                                                                      month
                                                                                      period
                                                                                      as
                                                                                      provided
                                                                                      by
                                                                                      Treasury
                                                                                      Regulation
                                                                                      Section
                                                                                      1.415-2(b).

                                                                                  


                                                                          

                                                                           

                                                                        

                                                                        

                                                                          ARTICLE
                                                                            VI 

                                                                          ENTITLEMENT
                                                                            TO BENEFITS 

                                                                          

                                                                            6.1  Distribution
                                                                              Events. 
                                                                               Upon
                                                                              a Participant’s termination
                                                                              of
                                                                              employment
                                                                              by
                                                                              reason
                                                                              of
                                                                              retirement,
                                                                              Disability,
                                                                              or
                                                                              for
                                                                              any
                                                                              other
                                                                              reason
                                                                              (other
                                                                              than
                                                                              death),
                                                                              the
                                                                              Participant
                                                                              is
                                                                              entitled
                                                                              to
                                                                              receive
                                                                              a benefit
                                                                              funded
                                                                              by
                                                                              the
                                                                              accounts.
                                                                              A Participant
                                                                              is
                                                                              entitled
                                                                              to
                                                                              receive
                                                                              a
                                                                              benefit
                                                                              during
                                                                              employment
                                                                              for
                                                                              Disability,
                                                                              Hardship
                                                                              or
                                                                              the
                                                                              attainment
                                                                              of
                                                                              age
                                                                              591⁄2.


                                                                             

                                                                            6.2  Disability.  
                                                                              In
                                                                              the
                                                                              event
                                                                              that
                                                                              a Participant,
                                                                              at
                                                                              any
                                                                              time
                                                                              prior
                                                                              to
                                                                              his
                                                                              retirement
                                                                              or
                                                                              other
                                                                              termination
                                                                              of
                                                                              employment
                                                                              with
                                                                              the
                                                                              Employer,
                                                                              shall
                                                                              become
                                                                              totally
                                                                              and
                                                                              permanently
                                                                              disabled,
                                                                              and
                                                                              if
                                                                              proof
                                                                              of
                                                                              such
                                                                              disability
                                                                              satisfactory
                                                                              to
                                                                              the
                                                                              Employer
                                                                              is
                                                                              furnished
                                                                              (which
                                                                              proof
                                                                              shall
                                                                              include
                                                                              a determination
                                                                              of
                                                                              approval
                                                                              for
                                                                              Social
                                                                              Security
                                                                              benefits
                                                                              or,
                                                                              if
                                                                              such
                                                                              is
                                                                              not
                                                                              available,
                                                                              a written
                                                                              statement
                                                                              of
                                                                              a
                                                                              licensed
                                                                              physician
                                                                              appointed
                                                                              or
                                                                              approved
                                                                              by
                                                                              the
                                                                              Employer),
                                                                              then
                                                                              such
                                                                              Participant
                                                                              shall
                                                                              be
                                                                              entitled
                                                                              to
                                                                              the
                                                                              full
                                                                              value
                                                                              of
                                                                              his
                                                                              Accrued
                                                                              Benefit
                                                                              which
                                                                              shall
                                                                              be
                                                                              one
                                                                              hundred
                                                                              percent
                                                                              (100%)
                                                                              vested
                                                                              and
                                                                              nonforfeitable.
                                                                              For
                                                                              purposes
                                                                              of
                                                                              this
                                                                              Section
                                                                              6.2,
                                                                              total
                                                                              and
                                                                              permanent
                                                                              disability
                                                                              shall
                                                                              mean
                                                                              the
                                                                              inability
                                                                              to
                                                                              engage
                                                                              in
                                                                              any
                                                                              substantial
                                                                              gainful
                                                                              activity
                                                                              by
                                                                              reason
                                                                              of
                                                                              any
                                                                              medically
                                                                              determinable
                                                                              physical
                                                                              or
                                                                              mental
                                                                              impairment
                                                                              that
                                                                              can
                                                                              be
                                                                              expected
                                                                              to
                                                                              result
                                                                              in
                                                                              death
                                                                              or
                                                                              to
                                                                              last
                                                                              for
                                                                              a
                                                                              continuous
                                                                              period
                                                                              of
                                                                              at
                                                                              least
                                                                              twelve
                                                                              (12)
                                                                              months.
                                                                              The
                                                                              distribution
                                                                              will
                                                                              be
                                                                              made
                                                                              in
                                                                              cash
                                                                              unless
                                                                              the
                                                                              Participant
                                                                              elects
                                                                              to
                                                                              receive
                                                                              the
                                                                              value
                                                                              of
                                                                              his
                                                                              ESOP,
                                                                              PAYSOP,
                                                                              and
                                                                              Stock
                                                                              Bonus
                                                                              account
                                                                              balances,
                                                                              and
                                                                              any
                                                                              other
                                                                              amount
                                                                              invested
                                                                              in
                                                                              Company
                                                                              Stock,
                                                                              in
                                                                              the
                                                                              form
                                                                              of
                                                                              Company
                                                                              Stock.

                                                                             

                                                                            6.3  Death.  
                                                                              In
                                                                              the
                                                                              event
                                                                              of
                                                                              the
                                                                              death
                                                                              of
                                                                              a Participant
                                                                              prior
                                                                              to
                                                                              his
                                                                              retirement,
                                                                              disability,
                                                                              or
                                                                              termination
                                                                              of
                                                                              employment
                                                                              with
                                                                              the
                                                                              Employer,
                                                                              the
                                                                              full
                                                                              value
                                                                              of
                                                                              his
                                                                              Accrued
                                                                              Benefit,
                                                                              which
                                                                              shall
                                                                              be
                                                                              one
                                                                              hundred
                                                                              percent
                                                                              (100%)
                                                                              vested
                                                                              and
                                                                              nonforfeitable
                                                                              shall
                                                                              become
                                                                              payable
                                                                              (according
                                                                              to
                                                                              the
                                                                              provisions
                                                                              of
                                                                              Article
                                                                              VII
                                                                              of
                                                                              the
                                                                              Plan),
                                                                              to
                                                                              his
                                                                              designated
                                                                              Beneficiary,
                                                                              upon
                                                                              submission
                                                                              of
                                                                              proof
                                                                              of
                                                                              death
                                                                              satisfactory
                                                                              to
                                                                              the
                                                                              Employer.

                                                                             

                                                                            6.4  Other
                                                                              Permitted
                                                                              Distributions.

                                                                             

                                                                            
                                                                              
                                                                                	 	
                                                                                        (a)

                                                                                      	
                                                                                        Hardship.
                                                                                          By
                                                                                          filing
                                                                                          the
                                                                                          required
                                                                                          form,
                                                                                          a
                                                                                          Participant
                                                                                          may
                                                                                          withdraw
                                                                                          on
                                                                                          account
                                                                                          of
                                                                                          hardship
                                                                                          all
                                                                                          or
                                                                                          a
                                                                                          portion
                                                                                          of
                                                                                          his
                                                                                          vested
                                                                                          Accrued
                                                                                          Benefit
                                                                                          except
                                                                                          for:
                                                                                          (1)
                                                                                          earnings
                                                                                          allocated
                                                                                          after
                                                                                          December
                                                                                          31,
                                                                                          1988
                                                                                          on
                                                                                          Elective
                                                                                          Deferrals,
                                                                                          Frozen
                                                                                          Pre-Tax
                                                                                          Account
                                                                                          and
                                                                                          any
“Employer
                                                                                          Contribution
                                                                                          Account”
in
                                                                                          a
                                                                                          Frozen
                                                                                          Other
                                                                                          Contribution
                                                                                          Account;
                                                                                          (2)
                                                                                          any
                                                                                          portion
                                                                                          of
                                                                                          his
                                                                                          Accrued
                                                                                          Benefit
                                                                                          held
                                                                                          in
                                                                                          his
                                                                                          Qualified
                                                                                          Non-Elective
                                                                                          Contribution
                                                                                          Account
                                                                                          and
                                                                                          Qualified
                                                                                          Matching
                                                                                          Contribution
                                                                                          Account;
                                                                                          (3)
                                                                                          any
                                                                                          portion
                                                                                          of
                                                                                          his
                                                                                          Accrued
                                                                                          Benefit
                                                                                          held
                                                                                          in
                                                                                          his
                                                                                          ESOP
                                                                                          Account,
                                                                                          PAYSOP
                                                                                          Account,
                                                                                          and
                                                                                          Stock
                                                                                          Bonus
                                                                                          Account
                                                                                          and
                                                                                          (4)
                                                                                          any
                                                                                          assets
                                                                                          held
                                                                                          in
                                                                                          Company
                                                                                          Stock.
                                                                                          The
                                                                                          amount
                                                                                          distributed
                                                                                          will
                                                                                          be
                                                                                          withdrawn
                                                                                          pro
                                                                                          rata
                                                                                          across
                                                                                          eligible
                                                                                          money
                                                                                          types.


                                                                                      


                                                                              

                                                                              

                                                                                
                                                                                  	 	
                                                                                          (1)

                                                                                        	
                                                                                          Hardship
                                                                                            withdrawals
                                                                                            are
                                                                                            permitted
                                                                                            only
                                                                                            for
                                                                                            one
                                                                                            of
                                                                                            the
                                                                                            following
                                                                                            immediate
                                                                                            and
                                                                                            heavy
                                                                                            financial
                                                                                            needs:

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (i)

                                                                                        	
                                                                                          medical
                                                                                            expenses
                                                                                            described
                                                                                            in
                                                                                            Section
                                                                                            213(d)
                                                                                            of
                                                                                            the
                                                                                            Code
                                                                                            incurred
                                                                                            by
                                                                                            the
                                                                                            Employee,
                                                                                            the
                                                                                            Employee’s
                                                                                            spouse,
                                                                                            or
                                                                                            any
                                                                                            dependent
                                                                                            of
                                                                                            the
                                                                                            Employee;
                                                                                            or

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (ii)

                                                                                        	
                                                                                          purchase
                                                                                            (excluding
                                                                                            mortgage
                                                                                            payments)
                                                                                            of
                                                                                            a
                                                                                            principal
                                                                                            place
                                                                                            of
                                                                                            residence
                                                                                            of
                                                                                            the
                                                                                            Employee;
                                                                                            or

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (iii)

                                                                                        	
                                                                                          payment
                                                                                            of
                                                                                            tuition,
                                                                                            related
                                                                                            educational
                                                                                            fees,
                                                                                            and
                                                                                            room
                                                                                            and
                                                                                            board
                                                                                            expenses,
                                                                                            for
                                                                                            the
                                                                                            next
                                                                                            twelve
                                                                                            months
                                                                                            of
                                                                                            post
                                                                                            secondary
                                                                                            education
                                                                                            for
                                                                                            the
                                                                                            Employee,
                                                                                            his
                                                                                            or
                                                                                            her
                                                                                            spouse,
                                                                                            children,
                                                                                            or
                                                                                            dependents
                                                                                            (as
                                                                                            defined
                                                                                            in
                                                                                            Code
                                                                                            Section
                                                                                            152
                                                                                            without
                                                                                            regard
                                                                                            to
                                                                                            Section
                                                                                            152(b)(1),
                                                                                            (b)(2)
                                                                                            and
                                                                                            (d)(1)(B));
                                                                                            or

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (iv)

                                                                                        	
                                                                                          the
                                                                                            need
                                                                                            to
                                                                                            prevent
                                                                                            the
                                                                                            eviction
                                                                                            of
                                                                                            the
                                                                                            Employee
                                                                                            from
                                                                                            his
                                                                                            or
                                                                                            her
                                                                                            principal
                                                                                            residence
                                                                                            or
                                                                                            foreclosure
                                                                                            on
                                                                                            the
                                                                                            mortgage
                                                                                            of
                                                                                            the
                                                                                            Employee’s
                                                                                            principal
                                                                                            residence;
                                                                                            or

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (v)

                                                                                        	
                                                                                          payments
                                                                                            for
                                                                                            burial
                                                                                            or
                                                                                            funeral
                                                                                            expenses
                                                                                            for
                                                                                            the
                                                                                            employee’s
                                                                                            deceased
                                                                                            parent,
                                                                                            spouse,
                                                                                            children
                                                                                            or
                                                                                            dependents
                                                                                            (as
                                                                                            defined
                                                                                            in
                                                                                            Code
                                                                                            Section
                                                                                            152(b)
                                                                                            without
                                                                                            regard
                                                                                            to
                                                                                            Section
                                                                                            152(d)(1)(B));
                                                                                            or

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (vi)

                                                                                        	
                                                                                          expense
                                                                                            for
                                                                                            repair
                                                                                            of
                                                                                            damage
                                                                                            to
                                                                                            the
                                                                                            employee’s
                                                                                            principal
                                                                                            residence
                                                                                            that
                                                                                            would
                                                                                            qualify
                                                                                            for
                                                                                            a
                                                                                            casualty
                                                                                            deduction
                                                                                            on
                                                                                            the
                                                                                            employee’s
                                                                                            tax
                                                                                            return
                                                                                            (without
                                                                                            regard
                                                                                            to
                                                                                            whether
                                                                                            the
                                                                                            loan
                                                                                            exceeds
                                                                                            10%
                                                                                            of
                                                                                            adjusted
                                                                                            gross
                                                                                            income).

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  Provided
                                                                                    however,
                                                                                    if
                                                                                    the
                                                                                    Commissioner
                                                                                    of
                                                                                    Internal
                                                                                    Revenue
                                                                                    expands
                                                                                    the
                                                                                    list
                                                                                    of
                                                                                    deemed,
                                                                                    immediate
                                                                                    and
                                                                                    heavy
                                                                                    financial
                                                                                    needs
                                                                                    as
                                                                                    provided
                                                                                    above
                                                                                    through
                                                                                    publication
                                                                                    of
                                                                                    revenue
                                                                                    rulings,
                                                                                    notices
                                                                                    or
                                                                                    other
                                                                                    documents
                                                                                    of
                                                                                    general
                                                                                    applicability,
                                                                                    then
                                                                                    such
                                                                                    deemed
                                                                                    immediate
                                                                                    and
                                                                                    heavy
                                                                                    financial
                                                                                    needs
                                                                                    may
                                                                                    be
                                                                                    included
                                                                                    at
                                                                                    the
                                                                                    direction
                                                                                    of
                                                                                    the
                                                                                    Committee
                                                                                    in
                                                                                    the
                                                                                    list
                                                                                    of
                                                                                    needs
                                                                                    for
                                                                                    which
                                                                                    hardship
                                                                                    withdrawals
                                                                                    may
                                                                                    be
                                                                                    made.

                                                                                  

                                                                                    
                                                                                      	 	
                                                                                              (2)

                                                                                            	
                                                                                              In
                                                                                                order
                                                                                                to
                                                                                                obtain
                                                                                                a
                                                                                                hardship
                                                                                                withdrawal,
                                                                                                a
                                                                                                Participant
                                                                                                must
                                                                                                satisfy
                                                                                                the
                                                                                                following
                                                                                                requirements
                                                                                                which
                                                                                                are
                                                                                                deemed
                                                                                                to
                                                                                                be
                                                                                                necessary
                                                                                                to
                                                                                                satisfy
                                                                                                an
                                                                                                immediate
                                                                                                and
                                                                                                heavy
                                                                                                financial
                                                                                                need:

                                                                                            


                                                                                    

                                                                                    

                                                                                      
                                                                                        	 	
                                                                                                (i)

                                                                                              	
                                                                                                The
                                                                                                  distribution
                                                                                                  must
                                                                                                  not
                                                                                                  be
                                                                                                  in
                                                                                                  excess
                                                                                                  of
                                                                                                  the
                                                                                                  amount
                                                                                                  of
                                                                                                  the
                                                                                                  immediate
                                                                                                  and
                                                                                                  heavy
                                                                                                  financial
                                                                                                  need
                                                                                                  of
                                                                                                  the
                                                                                                  Participant;

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (ii)

                                                                                              	
                                                                                                The
                                                                                                  Participant
                                                                                                  must
                                                                                                  have
                                                                                                  obtained
                                                                                                  all
                                                                                                  currently
                                                                                                  available
                                                                                                  distributions,
                                                                                                  all
                                                                                                  nontaxable
                                                                                                  loans
                                                                                                  currently
                                                                                                  available
                                                                                                  under
                                                                                                  all
                                                                                                  Plans
                                                                                                  maintained
                                                                                                  by
                                                                                                  the
                                                                                                  Employer
                                                                                                  (unless
                                                                                                  such
                                                                                                  loan
                                                                                                  would
                                                                                                  disqualify
                                                                                                  the
                                                                                                  Participant
                                                                                                  from
                                                                                                  obtaining
                                                                                                  other
                                                                                                  necessary
                                                                                                  financing);
                                                                                                  and

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (iii)

                                                                                              	
                                                                                                The
                                                                                                  financial
                                                                                                  need
                                                                                                  can
                                                                                                  not
                                                                                                  be
                                                                                                  relieved
                                                                                                  from
                                                                                                  other
                                                                                                  resources;
                                                                                                  the
                                                                                                  Participant’s
                                                                                                  resources
                                                                                                  are
                                                                                                  deemed
                                                                                                  to
                                                                                                  include
                                                                                                  those
                                                                                                  assets
                                                                                                  of
                                                                                                  the
                                                                                                  Participant’s
                                                                                                  spouse
                                                                                                  and
                                                                                                  minor
                                                                                                  children
                                                                                                  that
                                                                                                  are
                                                                                                  reasonably
                                                                                                  available
                                                                                                  to
                                                                                                  the
                                                                                                  Participant,
                                                                                                  such
                                                                                                  as
                                                                                                  a
                                                                                                  vacation
                                                                                                  home.

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (3)

                                                                                              	
                                                                                                The
                                                                                                  Committee
                                                                                                  may
                                                                                                  rely
                                                                                                  upon
                                                                                                  the
                                                                                                  Participant’s
                                                                                                  representation
                                                                                                  (made
                                                                                                  in
                                                                                                  writing
                                                                                                  or
                                                                                                  such
                                                                                                  other
                                                                                                  form
                                                                                                  as
                                                                                                  may
                                                                                                  be
                                                                                                  prescribed
                                                                                                  by
                                                                                                  the
                                                                                                  Commissioner
                                                                                                  of
                                                                                                  the
                                                                                                  Internal
                                                                                                  Revenue
                                                                                                  Service)
                                                                                                  that
                                                                                                  the
                                                                                                  Participant
                                                                                                  can
                                                                                                  not
                                                                                                  relieve
                                                                                                  the
                                                                                                  immediate
                                                                                                  and
                                                                                                  heavy
                                                                                                  financial
                                                                                                  need
                                                                                                  from
                                                                                                  other
                                                                                                  resources
                                                                                                  that
                                                                                                  are
                                                                                                  available
                                                                                                  to
                                                                                                  the
                                                                                                  Participant,
                                                                                                  unless
                                                                                                  the
                                                                                                  Committee
                                                                                                  has
                                                                                                  actual
                                                                                                  knowledge
                                                                                                  to
                                                                                                  the
                                                                                                  contrary,
                                                                                                  that
                                                                                                  the
                                                                                                  need
                                                                                                  cannot
                                                                                                  reasonably
                                                                                                  be
                                                                                                  relieved—

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (i)

                                                                                              	
                                                                                                Through
                                                                                                  reimbursement
                                                                                                  or
                                                                                                  compensation
                                                                                                  by
                                                                                                  insurance
                                                                                                  or
                                                                                                  otherwise;

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (ii)

                                                                                              	
                                                                                                By
                                                                                                  liquidation
                                                                                                  of
                                                                                                  the
                                                                                                  Participant’s
                                                                                                  assets;

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (iii)

                                                                                              	
                                                                                                By
                                                                                                  cessation
                                                                                                  of
                                                                                                  elective
                                                                                                  contributions
                                                                                                  or
                                                                                                  employee
                                                                                                  contributions
                                                                                                  under
                                                                                                  the
                                                                                                  Plan;

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (iv)

                                                                                              	
                                                                                                By
                                                                                                  other
                                                                                                  currently
                                                                                                  available
                                                                                                  distributions
                                                                                                  and
                                                                                                  nontaxable
                                                                                                  loans,
                                                                                                  under
                                                                                                  plans
                                                                                                  maintained
                                                                                                  by
                                                                                                  the
                                                                                                  Employer
                                                                                                  or
                                                                                                  by
                                                                                                  any
                                                                                                  other
                                                                                                  employer;
                                                                                                  or

                                                                                              


                                                                                      

                                                                                       

                                                                                      
                                                                                        	 	
                                                                                                (v)

                                                                                              	
                                                                                                By
                                                                                                  borrowing
                                                                                                  from
                                                                                                  commercial
                                                                                                  sources
                                                                                                  on
                                                                                                  reasonable
                                                                                                  commercial
                                                                                                  terms
                                                                                                  in
                                                                                                  an
                                                                                                  amount
                                                                                                  sufficient
                                                                                                  to
                                                                                                  satisfy
                                                                                                  the
                                                                                                  need.

                                                                                              


                                                                                      

                                                                                       

                                                                                      A
                                                                                        Participant
                                                                                        who
                                                                                        receives
                                                                                        a
                                                                                        distribution
                                                                                        on
                                                                                        account
                                                                                        of
                                                                                        hardship
                                                                                        shall
                                                                                        be
                                                                                        prohibited
                                                                                        from
                                                                                        making
                                                                                        Elective
                                                                                        Deferrals
                                                                                        and
                                                                                        employee
                                                                                        contributions
                                                                                        under
                                                                                        this
                                                                                        and
                                                                                        all
                                                                                        other
                                                                                        plans
                                                                                        of
                                                                                        the
                                                                                        Employer
                                                                                        for
                                                                                        six
                                                                                        (6)
                                                                                        months
                                                                                        after
                                                                                        receipt
                                                                                        of
                                                                                        the
                                                                                        distribution.

                                                                                      

                                                                                        
                                                                                          	 	
                                                                                                  (4)

                                                                                                	
                                                                                                  There
                                                                                                    is
                                                                                                    no
                                                                                                    minimum
                                                                                                    amount
                                                                                                    for
                                                                                                    a
                                                                                                    hardship
                                                                                                    withdrawal,
                                                                                                    and
                                                                                                    there
                                                                                                    is
                                                                                                    no
                                                                                                    restriction
                                                                                                    on
                                                                                                    the
                                                                                                    number
                                                                                                    of
                                                                                                    hardship
                                                                                                    withdrawals
                                                                                                    permitted
                                                                                                    to
                                                                                                    a
                                                                                                    Participant.

                                                                                                


                                                                                        

                                                                                         

                                                                                        
                                                                                          	 	
                                                                                                  (b)

                                                                                                	
                                                                                                  Attainment
                                                                                                    of
                                                                                                    Age
                                                                                                    591⁄2.
                                                                                                    On
                                                                                                    or
                                                                                                    after
                                                                                                    the
                                                                                                    attainment
                                                                                                    of
                                                                                                    age
                                                                                                    591⁄2,
                                                                                                    a
                                                                                                    Participant
                                                                                                    shall
                                                                                                    be
                                                                                                    permitted
                                                                                                    to
                                                                                                    withdraw
                                                                                                    all
                                                                                                    or
                                                                                                    a
                                                                                                    portion
                                                                                                    of
                                                                                                    his
                                                                                                    vested
                                                                                                    Accrued
                                                                                                    Benefit
                                                                                                    under
                                                                                                    the
                                                                                                    Plan
                                                                                                    at
                                                                                                    any
                                                                                                    time.
                                                                                                    The
                                                                                                    distribution
                                                                                                    will
                                                                                                    be
                                                                                                    made
                                                                                                    in
                                                                                                    cash
                                                                                                    unless
                                                                                                    the
                                                                                                    participant
                                                                                                    elects
                                                                                                    to
                                                                                                    receive
                                                                                                    the
                                                                                                    value
                                                                                                    of
                                                                                                    his
                                                                                                    ESOP,
                                                                                                    PAYSOP,
                                                                                                    and
                                                                                                    Stock
                                                                                                    Bonus
                                                                                                    account
                                                                                                    balances,
                                                                                                    and
                                                                                                    any
                                                                                                    other
                                                                                                    amount
                                                                                                    invested
                                                                                                    in
                                                                                                    Company
                                                                                                    Stock,
                                                                                                    in
                                                                                                    the
                                                                                                    form
                                                                                                    of
                                                                                                    Company
                                                                                                    Stock.

                                                                                                


                                                                                        

                                                                                         

                                                                                        
                                                                                          	 	
                                                                                                  (c)

                                                                                                	
                                                                                                  Rollover
                                                                                                    Account.
                                                                                                    A
                                                                                                    Participant
                                                                                                    may
                                                                                                    withdraw
                                                                                                    any
                                                                                                    amount
                                                                                                    from
                                                                                                    his
                                                                                                    Rollover
                                                                                                    Account
                                                                                                    at
                                                                                                    such
                                                                                                    times
                                                                                                    as
                                                                                                    permitted
                                                                                                    by
                                                                                                    the
                                                                                                    Committee
                                                                                                    by
                                                                                                    submitting
                                                                                                    a
                                                                                                    written
                                                                                                    request
                                                                                                    to
                                                                                                    the
                                                                                                    Committee
                                                                                                    specifying
                                                                                                    the
                                                                                                    amount
                                                                                                    to
                                                                                                    be
                                                                                                    withdrawn.

                                                                                                


                                                                                        

                                                                                         

                                                                                        
                                                                                          	 	
                                                                                                  (d)

                                                                                                	
                                                                                                  Voluntary
                                                                                                    After-Tax
                                                                                                    and
                                                                                                    Frozen
                                                                                                    After-Tax
                                                                                                    Accounts.
                                                                                                    A
                                                                                                    Participant
                                                                                                    may
                                                                                                    withdraw
                                                                                                    any
                                                                                                    amount
                                                                                                    from
                                                                                                    his
                                                                                                    Voluntary
                                                                                                    After-Tax
                                                                                                    Account
                                                                                                    and
                                                                                                    Frozen
                                                                                                    After-Tax
                                                                                                    Account
                                                                                                    at
                                                                                                    such
                                                                                                    times
                                                                                                    as
                                                                                                    permitted
                                                                                                    by
                                                                                                    the
                                                                                                    Committee
                                                                                                    by
                                                                                                    submitting
                                                                                                    a
                                                                                                    request
                                                                                                    to
                                                                                                    the
                                                                                                    Committee
                                                                                                    specifying
                                                                                                    the
                                                                                                    amount
                                                                                                    to
                                                                                                    be
                                                                                                    withdrawn.
                                                                                                    A
                                                                                                    distribution
                                                                                                    from
                                                                                                    either
                                                                                                    such
                                                                                                    account
                                                                                                    shall
                                                                                                    be
                                                                                                    calculated
                                                                                                    on
                                                                                                    a
                                                                                                    pro-rata
                                                                                                    basis;
                                                                                                    thus,
                                                                                                    such
                                                                                                    distribution
                                                                                                    shall
                                                                                                    be
                                                                                                    considered
                                                                                                    in
                                                                                                    part
                                                                                                    a
                                                                                                    return
                                                                                                    of
                                                                                                    contributions
                                                                                                    and
                                                                                                    in
                                                                                                    part
                                                                                                    earnings
                                                                                                    on
                                                                                                    such
                                                                                                    contributions.
                                                                                                    However,
                                                                                                    if
                                                                                                    on
                                                                                                    May
                                                                                                    5,
                                                                                                    1986,
                                                                                                    Voluntary
                                                                                                    After-Tax
                                                                                                    Accounts
                                                                                                    and/or
                                                                                                    Frozen
                                                                                                    After-Tax
                                                                                                    Accounts
                                                                                                    were
                                                                                                    available
                                                                                                    for
                                                                                                    distribution
                                                                                                    under
                                                                                                    the
                                                                                                    terms
                                                                                                    of
                                                                                                    the
                                                                                                    Plan,
                                                                                                    the
                                                                                                    Frozen
                                                                                                    Plan,
                                                                                                    a
                                                                                                    Predecessor
                                                                                                    Plan,
                                                                                                    or
                                                                                                    a
                                                                                                    Frozen
                                                                                                    Predecessor
                                                                                                    Plan,
                                                                                                    prior
                                                                                                    to
                                                                                                    separation
                                                                                                    of
                                                                                                    service,
                                                                                                    then
                                                                                                    the
                                                                                                    pro-rata
                                                                                                    rules
                                                                                                    will
                                                                                                    not
                                                                                                    apply
                                                                                                    to
                                                                                                    after-tax
                                                                                                    contributions
                                                                                                    made
                                                                                                    to
                                                                                                    such
                                                                                                    accounts
                                                                                                    prior
                                                                                                    to
                                                                                                    January
                                                                                                    1,
                                                                                                    1987.
                                                                                                    The
                                                                                                    Participant
                                                                                                    may
                                                                                                    designate
                                                                                                    whether
                                                                                                    the
                                                                                                    distribution
                                                                                                    is
                                                                                                    to
                                                                                                    be
                                                                                                    made
                                                                                                    from
                                                                                                    pre-1987
                                                                                                    or
                                                                                                    post-1986
                                                                                                    contributions.

                                                                                                


                                                                                        

                                                                                         

                                                                                         

                                                                                        

                                                                                          ARTICLE VII  

                                                                                          DISTRIBUTION
                                                                                            OF
                                                                                            BENEFITS 

                                                                                          

                                                                                            
                                                                                              	 	
                                                                                                      7.1

                                                                                                    	
                                                                                                      General.
                                                                                                        The
                                                                                                        requirements
                                                                                                        of
                                                                                                        this
                                                                                                        Article
                                                                                                        shall
                                                                                                        apply
                                                                                                        to
                                                                                                        any
                                                                                                        distribution
                                                                                                        of
                                                                                                        a
                                                                                                        Participant’s
                                                                                                        interest
                                                                                                        and
                                                                                                        will
                                                                                                        take
                                                                                                        precedence
                                                                                                        over
                                                                                                        any
                                                                                                        inconsistent
                                                                                                        provisions
                                                                                                        of
                                                                                                        this
                                                                                                        Plan.
                                                                                                        All
                                                                                                        distributions
                                                                                                        required
                                                                                                        under
                                                                                                        this
                                                                                                        Article
                                                                                                        shall
                                                                                                        be
                                                                                                        determined
                                                                                                        and
                                                                                                        made
                                                                                                        in
                                                                                                        accordance
                                                                                                        with
                                                                                                        the
                                                                                                        Treasury
                                                                                                        Regulations
                                                                                                        under
                                                                                                        Code
                                                                                                        Section
                                                                                                        401(a)(9).

                                                                                                    


                                                                                            

                                                                                             

                                                                                            
                                                                                              	 	
                                                                                                      7.2

                                                                                                    	
                                                                                                      Method
                                                                                                        of
                                                                                                        Distribution.
                                                                                                        A
                                                                                                        Participant
                                                                                                        may
                                                                                                        elect
                                                                                                        to
                                                                                                        have
                                                                                                        his
                                                                                                        Accrued
                                                                                                        Benefit
                                                                                                        distributed
                                                                                                        in
                                                                                                        the
                                                                                                        following
                                                                                                        manner:

                                                                                                    


                                                                                            

                                                                                            

                                                                                              
                                                                                                	 	
                                                                                                        (a)

                                                                                                      	
                                                                                                        a
                                                                                                          single
                                                                                                          lump
                                                                                                          sum;

                                                                                                      


                                                                                              

                                                                                               

                                                                                              
                                                                                                	 	
                                                                                                        (b)

                                                                                                      	
                                                                                                        a
                                                                                                          portion
                                                                                                          paid
                                                                                                          in
                                                                                                          a
                                                                                                          lump
                                                                                                          sum,
                                                                                                          and
                                                                                                          the
                                                                                                          remainder
                                                                                                          paid
                                                                                                          later
                                                                                                          (partial
                                                                                                          payment);
                                                                                                          or

                                                                                                      


                                                                                              

                                                                                               

                                                                                              
                                                                                                	 	
                                                                                                        (c)

                                                                                                      	
                                                                                                        periodic
                                                                                                          installments
                                                                                                          over
                                                                                                          a
                                                                                                          period
                                                                                                          not
                                                                                                          to
                                                                                                          exceed
                                                                                                          fifteen
                                                                                                          (15)
                                                                                                          years.

                                                                                                      


                                                                                              

                                                                                               

                                                                                              In
                                                                                                the
                                                                                                absence
                                                                                                of
                                                                                                an
                                                                                                election
                                                                                                by
                                                                                                the
                                                                                                Participant,
                                                                                                distribution
                                                                                                will
                                                                                                be
                                                                                                made
                                                                                                in
                                                                                                a
                                                                                                lump
                                                                                                sum
                                                                                                payment
                                                                                                in
                                                                                                cash.
                                                                                                See
                                                                                                Article
                                                                                                X
                                                                                                for
                                                                                                special
                                                                                                rules
                                                                                                relating
                                                                                                to
                                                                                                ESOP
                                                                                                Accounts.

                                                                                            

                                                                                          

                                                                                          

                                                                                            7.3     Installment
                                                                                              Payments.  
                                                                                               If
                                                                                              all
                                                                                              or
                                                                                              any
                                                                                              portion
                                                                                              of
                                                                                              a
                                                                                              Participant’s
                                                                                              Accrued
                                                                                              Benefit
                                                                                              is
                                                                                              to
                                                                                              be
                                                                                              paid
                                                                                              in
                                                                                              installments,
                                                                                              the
                                                                                              Participant
                                                                                              shall
                                                                                              determine
                                                                                              the
                                                                                              period
                                                                                              over
                                                                                              which
                                                                                              such
                                                                                              installments
                                                                                              shall
                                                                                              be
                                                                                              paid.
                                                                                              The
                                                                                              total
                                                                                              amount
                                                                                              to
                                                                                              be
                                                                                              so
                                                                                              distributed
                                                                                              shall
                                                                                              continue
                                                                                              to
                                                                                              be
                                                                                              invested
                                                                                              in
                                                                                              those
                                                                                              assets
                                                                                              currently
                                                                                              retained
                                                                                              in
                                                                                              the
                                                                                              Trust,
                                                                                              and
                                                                                              any
                                                                                              income,
                                                                                              gain
                                                                                              or
                                                                                              loss
                                                                                              attributable
                                                                                              thereto
                                                                                              (but
                                                                                              not
                                                                                              Employer
                                                                                              contributions
                                                                                              or
                                                                                              forfeitures)
                                                                                              shall
                                                                                              be
                                                                                              reflected
                                                                                              in
                                                                                              the
                                                                                              installment
                                                                                              distributions.

                                                                                             

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                          
                                                                            
                                                                              	 	
                                                                                      7.4

                                                                                    	
                                                                                      Commencement
                                                                                        of
                                                                                        Benefits.

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                     

                                                                  

                                                                  
                                                                    
                                                                      	 	
                                                                              (a)

                                                                            	
                                                                              Unless
                                                                                the
                                                                                Participant
                                                                                elects
                                                                                otherwise,
                                                                                distribution
                                                                                of
                                                                                benefits
                                                                                will
                                                                                begin
                                                                                no
                                                                                later
                                                                                than
                                                                                the
                                                                                60th
                                                                                day
                                                                                after
                                                                                the
                                                                                latest
                                                                                of
                                                                                the
                                                                                close
                                                                                of
                                                                                the
                                                                                Plan
                                                                                Year
                                                                                in
                                                                                which:


                                                                            


                                                                    

                                                                    

                                                                      
                                                                        	 	
                                                                                (1)

                                                                              	
                                                                                the
                                                                                  Participant
                                                                                  attains
                                                                                  age
                                                                                  65
                                                                                  (or
                                                                                  the
                                                                                  Normal
                                                                                  Retirement
                                                                                  Age
                                                                                  specified
                                                                                  in
                                                                                  the
                                                                                  Plan,
                                                                                  if
                                                                                  earlier);


                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (2)

                                                                              	
                                                                                occurs
                                                                                  the
                                                                                  10th
                                                                                  anniversary
                                                                                  of
                                                                                  the
                                                                                  year
                                                                                  in
                                                                                  which
                                                                                  the
                                                                                  Participant
                                                                                  commenced
                                                                                  participation
                                                                                  in
                                                                                  the
                                                                                  Plan;
                                                                                  or


                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (3)

                                                                              	
                                                                                the
                                                                                  Participant
                                                                                  terminates
                                                                                  Service
                                                                                  with
                                                                                  the
                                                                                  Employer.
                                                                                  

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (b)

                                                                              	
                                                                                Notwithstanding
                                                                                  the
                                                                                  foregoing,
                                                                                  the
                                                                                  failure
                                                                                  of
                                                                                  a
                                                                                  Participant
                                                                                  to
                                                                                  consent
                                                                                  to
                                                                                  a
                                                                                  distribution
                                                                                  while
                                                                                  a
                                                                                  benefit
                                                                                  is
                                                                                  immediately
                                                                                  distributable,
                                                                                  shall
                                                                                  be
                                                                                  deemed
                                                                                  to
                                                                                  be
                                                                                  an
                                                                                  election
                                                                                  to
                                                                                  defer
                                                                                  commencement
                                                                                  of
                                                                                  payment
                                                                                  of
                                                                                  any
                                                                                  benefit
                                                                                  sufficient
                                                                                  to
                                                                                  satisfy
                                                                                  this
                                                                                  Section.

                                                                              


                                                                      

                                                                      

                                                                        
                                                                          	 	
                                                                                  7.5

                                                                                	
                                                                                  Minimum
                                                                                    Required
                                                                                    Distributions.

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (a)

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

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (b)

                                                                                	
                                                                                  Limits
                                                                                    on
                                                                                    Distribution
                                                                                    Periods.
                                                                                    As
                                                                                    of
                                                                                    the
                                                                                    first
                                                                                    distribution
                                                                                    calendar
                                                                                    year,
                                                                                    distributions,
                                                                                    if
                                                                                    not
                                                                                    made
                                                                                    in
                                                                                    a
                                                                                    single
                                                                                    sum,
                                                                                    may
                                                                                    only
                                                                                    be
                                                                                    made
                                                                                    over
                                                                                    one
                                                                                    of
                                                                                    the
                                                                                    following
                                                                                    periods
                                                                                    (or
                                                                                    a
                                                                                    combination
                                                                                    thereof):

                                                                                


                                                                        

                                                                        

                                                                          
                                                                            	 	
                                                                                    (1)

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


                                                                                  


                                                                          

                                                                           

                                                                          
                                                                            	 	
                                                                                    (2)

                                                                                  	
                                                                                    a
                                                                                      period
                                                                                      certain
                                                                                      not
                                                                                      extending
                                                                                      beyond
                                                                                      the
                                                                                      joint
                                                                                      life
                                                                                      and
                                                                                      last
                                                                                      survivor
                                                                                      expectancy
                                                                                      of
                                                                                      the
                                                                                      Participant
                                                                                      and
                                                                                      a
                                                                                      designated
                                                                                      Beneficiary.

                                                                                  


                                                                          

                                                                           

                                                                          
                                                                            	 	
                                                                                    (c)

                                                                                  	
                                                                                    Minimum
                                                                                      Amounts
                                                                                      to
                                                                                      be
                                                                                      Distributed.

                                                                                  


                                                                          

                                                                          

                                                                            
                                                                              	 	
                                                                                      (1)

                                                                                    	
                                                                                      If
                                                                                        a
                                                                                        Participant’s
                                                                                        interest
                                                                                        is
                                                                                        to
                                                                                        be
                                                                                        distributed
                                                                                        in
                                                                                        other
                                                                                        than
                                                                                        a
                                                                                        single-sum,
                                                                                        the
                                                                                        minimum
                                                                                        amount
                                                                                        that
                                                                                        will
                                                                                        be
                                                                                        distributed
                                                                                        for
                                                                                        each
                                                                                        distribution
                                                                                        calendar
                                                                                        year
                                                                                        is
                                                                                        the
                                                                                        lesser
                                                                                        of:


                                                                                    


                                                                            

                                                                             

                                                                            
                                                                              	 	
                                                                                      (i)

                                                                                    	
                                                                                      the
                                                                                        quotient
                                                                                        obtained
                                                                                        by
                                                                                        dividing
                                                                                        the
                                                                                        Participant’s
                                                                                        account
                                                                                        balance
                                                                                        by
                                                                                        the
                                                                                        distribution
                                                                                        period
                                                                                        in
                                                                                        the
                                                                                        Uniform
                                                                                        Lifetime
                                                                                        Table
                                                                                        set
                                                                                        forth
                                                                                        in
                                                                                        Section
                                                                                        1.401(a)(9)-9
                                                                                        of
                                                                                        the
                                                                                        Treasury
                                                                                        regulations,
                                                                                        using
                                                                                        the
                                                                                        Participant’s
                                                                                        age
                                                                                        as
                                                                                        of
                                                                                        the
                                                                                        Participant’s
                                                                                        birthday
                                                                                        in
                                                                                        the
                                                                                        distribution
                                                                                        calendar
                                                                                        year;
                                                                                        or
                                                                                        

                                                                                    


                                                                            

                                                                             

                                                                            
                                                                              	 	
                                                                                      (ii)

                                                                                    	
                                                                                      if
                                                                                        the
                                                                                        Participant’s
                                                                                        sole
                                                                                        designated
                                                                                        beneficiary
                                                                                        for
                                                                                        the
                                                                                        distribution
                                                                                        calendar
                                                                                        year
                                                                                        is
                                                                                        the
                                                                                        Participant’s
                                                                                        spouse,
                                                                                        the
                                                                                        quotient
                                                                                        obtained
                                                                                        by
                                                                                        dividing
                                                                                        the
                                                                                        Participant’s
                                                                                        account
                                                                                        balance
                                                                                        by
                                                                                        the
                                                                                        number
                                                                                        in
                                                                                        the
                                                                                        Joint
                                                                                        and
                                                                                        Last
                                                                                        Survivor
                                                                                        Table
                                                                                        set
                                                                                        forth
                                                                                        in
                                                                                        Section
                                                                                        1.401(a)(9)-9
                                                                                        of
                                                                                        the
                                                                                        Treasury
                                                                                        regulations,
                                                                                        using
                                                                                        the
                                                                                        Participant’s
                                                                                        and
                                                                                        spouse’s
                                                                                        attained
                                                                                        ages
                                                                                        as
                                                                                        of
                                                                                        the
                                                                                        Participant’s
                                                                                        and
                                                                                        spouse’s
                                                                                        birthdays
                                                                                        in
                                                                                        the
                                                                                        distribution
                                                                                        calendar
                                                                                        year.

                                                                                    


                                                                            

                                                                            

                                                                              
                                                                                	 	
                                                                                        (2)

                                                                                      	
                                                                                        Required
                                                                                          minimum
                                                                                          distributions
                                                                                          will
                                                                                          be
                                                                                          determined
                                                                                          under
                                                                                          this
                                                                                          Section
                                                                                          7.5
                                                                                          beginning
                                                                                          with
                                                                                          the
                                                                                          first
                                                                                          distribution
                                                                                          calendar
                                                                                          year
                                                                                          and
                                                                                          up
                                                                                          to
                                                                                          and
                                                                                          including
                                                                                          the
                                                                                          distribution
                                                                                          calendar
                                                                                          year
                                                                                          that
                                                                                          includes
                                                                                          the
                                                                                          Participant’s
                                                                                          date
                                                                                          of
                                                                                          death.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (3)

                                                                                      	
                                                                                        The
                                                                                          minimum
                                                                                          distribution
                                                                                          required
                                                                                          for
                                                                                          the
                                                                                          Participant’s
                                                                                          first
                                                                                          distribution
                                                                                          calendar
                                                                                          year
                                                                                          must
                                                                                          be
                                                                                          made
                                                                                          on
                                                                                          or
                                                                                          before
                                                                                          the
                                                                                          Participant’s
                                                                                          Required
                                                                                          Beginning
                                                                                          Date.
                                                                                          The
                                                                                          minimum
                                                                                          distribution
                                                                                          for
                                                                                          other
                                                                                          calendar
                                                                                          years,
                                                                                          including
                                                                                          the
                                                                                          minimum
                                                                                          distribution
                                                                                          for
                                                                                          the
                                                                                          distribution
                                                                                          calendar
                                                                                          year
                                                                                          in
                                                                                          which
                                                                                          the
                                                                                          Participant’s
                                                                                          Required
                                                                                          Beginning
                                                                                          Date
                                                                                          occurs,
                                                                                          must
                                                                                          be
                                                                                          made
                                                                                          on
                                                                                          or
                                                                                          before
                                                                                          December
                                                                                          31
                                                                                          of
                                                                                          that
                                                                                          distribution
                                                                                          calendar
                                                                                          year.
                                                                                          

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        7.6

                                                                                      	
                                                                                        Distribution
                                                                                          of
                                                                                          Death
                                                                                          Benefits.

                                                                                      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                              

                                                                
                                                                  	 	
                                                                          (a)

                                                                        	
                                                                          Method
                                                                            of Distribution.
                                                                            Upon
                                                                            the death
                                                                            of a
                                                                            Participant,
                                                                            the following
                                                                            distribution
                                                                            provisions
                                                                            shall
                                                                            take
                                                                            effect:


                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (1)

                                                                        	
                                                                          If
                                                                            the Participant
                                                                            dies
                                                                            after
                                                                            the date
                                                                            distribution
                                                                            begins,
                                                                            the remaining
                                                                            portion
                                                                            of the
                                                                            Participant’s interest
                                                                            will
                                                                            continue
                                                                            to be
                                                                            distributed
                                                                            at
                                                                            least
                                                                            as rapidly
                                                                            as under
                                                                            the method
                                                                            of distribution
                                                                            being
                                                                            used
                                                                            prior
                                                                            to
                                                                            the Participant’s death.
                                                                            Notwithstanding
                                                                            the preceding
                                                                            sentence,
                                                                            the
                                                                            following
                                                                            shall
                                                                            apply:


                                                                        


                                                                

                                                                

                                                                  
                                                                    	 	
                                                                            (i)

                                                                          	
                                                                            If
                                                                              there
                                                                              is
                                                                              a designated
                                                                              beneficiary,
                                                                              the
                                                                              minimum
                                                                              amount
                                                                              that
                                                                              will
                                                                              be
                                                                              distributed
                                                                              for
                                                                              each
                                                                              distribution
                                                                              calendar
                                                                              year
                                                                              after
                                                                              the
                                                                              year
                                                                              of
                                                                              the
                                                                              Participant’s death
                                                                              is
                                                                              the
                                                                              quotient
                                                                              obtained
                                                                              by
                                                                              dividing
                                                                              the
                                                                              Participant’s
                                                                              account
                                                                              balance
                                                                              by
                                                                              the
                                                                              longer
                                                                              of
                                                                              the
                                                                              remaining
                                                                              life
                                                                              expectancy
                                                                              of
                                                                              the
                                                                              Participant
                                                                              or
                                                                              the
                                                                              remaining
                                                                              life
                                                                              expectancy
                                                                              of
                                                                              the
                                                                              Participant’s
                                                                              designated
                                                                              beneficiary,
                                                                              determined
                                                                              as
                                                                              follows:

                                                                          


                                                                  

                                                                   

                                                                  
                                                                    	 	
                                                                            (A)

                                                                          	
                                                                            the
                                                                              Participant’s remaining
                                                                              life
                                                                              expectancy
                                                                              is
                                                                              calculated
                                                                              using
                                                                              the
                                                                              age
                                                                              of
                                                                              the
                                                                              Participant
                                                                              in
                                                                              the
                                                                              year
                                                                              of
                                                                              death,
                                                                              reduced
                                                                              by
                                                                              one
                                                                              for
                                                                              each
                                                                              subsequent
                                                                              year.

                                                                          


                                                                  

                                                                   

                                                                  
                                                                    	 	
                                                                            (B)

                                                                          	
                                                                            if
                                                                              the
                                                                              Participant’s surviving
                                                                              spouse
                                                                              is
                                                                              the
                                                                              Participant’s sole
                                                                              designated
                                                                              beneficiary,
                                                                              the
                                                                              remaining
                                                                              life
                                                                              expectancy
                                                                              of
                                                                              the
                                                                              surviving
                                                                              spouse
                                                                              is
                                                                              calculated
                                                                              for
                                                                              each
                                                                              distribution
                                                                              calendar
                                                                              year
                                                                              after
                                                                              the
                                                                              year
                                                                              of
                                                                              the
                                                                              Participant’s death
                                                                              using
                                                                              the
                                                                              surviving
                                                                              spouse’s age
                                                                              as
                                                                              of
                                                                              the
                                                                              spouse’s
                                                                              birthday
                                                                              in
                                                                              that
                                                                              year.
                                                                              For
                                                                              distribution
                                                                              calendar
                                                                              years
                                                                              after
                                                                              the
                                                                              year
                                                                              of
                                                                              the
                                                                              surviving
                                                                              spouse’s death,
                                                                              the
                                                                              remaining
                                                                              life
                                                                              expectancy
                                                                              of
                                                                              the
                                                                              surviving
                                                                              spouse
                                                                              is
                                                                              calculated
                                                                              using
                                                                              the
                                                                              age
                                                                              of
                                                                              the
                                                                              surviving
                                                                              spouse
                                                                              as
                                                                              of
                                                                              the
                                                                              spouse’s birthday
                                                                              in
                                                                              the
                                                                              calendar
                                                                              year
                                                                              of
                                                                              the
                                                                              spouse’s death,
                                                                              reduced
                                                                              by
                                                                              one
                                                                              for
                                                                              each
                                                                              subsequent
                                                                              calendar
                                                                              year.
                                                                              

                                                                          


                                                                  

                                                                   

                                                                  
                                                                    	 	
                                                                            (C)

                                                                          	
                                                                            if
                                                                              the
                                                                              Participant’s surviving
                                                                              spouse
                                                                              is
                                                                              not
                                                                              the
                                                                              Participant’s sole
                                                                              designated
                                                                              beneficiary,
                                                                              the
                                                                              designated
                                                                              beneficiary’s remaining
                                                                              life
                                                                              expectancy
                                                                              is
                                                                              calculated
                                                                              using
                                                                              the
                                                                              age
                                                                              of
                                                                              the
                                                                              beneficiary
                                                                              in
                                                                              the
                                                                              year
                                                                              following
                                                                              the
                                                                              year
                                                                              of
                                                                              the
                                                                              Participant’s death,
                                                                              reduced
                                                                              by
                                                                              one
                                                                              for
                                                                              each
                                                                              subsequent
                                                                              year.


                                                                          


                                                                  

                                                                  

                                                                    
                                                                      	 	
                                                                              (ii)

                                                                            	
                                                                              If
                                                                                there
                                                                                is
                                                                                no
                                                                                designated
                                                                                beneficiary
                                                                                as
                                                                                of
                                                                                September
                                                                                30
                                                                                of
                                                                                the
                                                                                year
                                                                                after
                                                                                the
                                                                                year
                                                                                of
                                                                                the
                                                                                Participant’s
                                                                                death,
                                                                                the
                                                                                minimum
                                                                                amount
                                                                                that
                                                                                will
                                                                                be
                                                                                distributed
                                                                                for
                                                                                each
                                                                                distribution
                                                                                calendar
                                                                                year
                                                                                after
                                                                                the
                                                                                year
                                                                                of
                                                                                the
                                                                                Participant’s
                                                                                death
                                                                                is
                                                                                the
                                                                                quotient
                                                                                obtained
                                                                                by
                                                                                dividing
                                                                                the
                                                                                Participant’s
                                                                                account
                                                                                balance
                                                                                by
                                                                                the
                                                                                Participant’s
                                                                                remaining
                                                                                life
                                                                                expectancy
                                                                                calculated
                                                                                using
                                                                                the
                                                                                age
                                                                                of
                                                                                the
                                                                                Participant
                                                                                in
                                                                                the
                                                                                year
                                                                                of
                                                                                death,
                                                                                reduced
                                                                                by
                                                                                one
                                                                                for
                                                                                each
                                                                                subsequent
                                                                                year.


                                                                            


                                                                    

                                                                     

                                                                    
                                                                      	 	
                                                                              (2)

                                                                            	
                                                                              If
                                                                                the
                                                                                Participant
                                                                                dies
                                                                                before
                                                                                the
                                                                                date
                                                                                distributions
                                                                                begin,
                                                                                the
                                                                                following
                                                                                provisions
                                                                                shall
                                                                                apply:

                                                                            


                                                                    

                                                                    

                                                                      
                                                                        	 	
                                                                                (i)

                                                                              	
                                                                                If
                                                                                  the
                                                                                  Participant’s
                                                                                  surviving
                                                                                  spouse
                                                                                  is
                                                                                  the
                                                                                  Participant’s
                                                                                  sole
                                                                                  designated
                                                                                  beneficiary,
                                                                                  distributions
                                                                                  to
                                                                                  the
                                                                                  surviving
                                                                                  spouse
                                                                                  will
                                                                                  begin
                                                                                  by
                                                                                  December
                                                                                  31
                                                                                  of
                                                                                  the
                                                                                  calendar
                                                                                  year
                                                                                  immediately
                                                                                  following
                                                                                  the
                                                                                  calendar
                                                                                  year
                                                                                  in
                                                                                  which
                                                                                  the
                                                                                  Participant
                                                                                  died,
                                                                                  or
                                                                                  by
                                                                                  December
                                                                                  31
                                                                                  of
                                                                                  the
                                                                                  calendar
                                                                                  year
                                                                                  in
                                                                                  which
                                                                                  the
                                                                                  Participant
                                                                                  would
                                                                                  have
                                                                                  attained
                                                                                  age
                                                                                  701⁄2,
 if
                                                                                  later.
                                                                                  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,
                                                                                  the
                                                                                  provisions
                                                                                  of
                                                                                  this
                                                                                  Section
                                                                                  7.6(a)(2),
                                                                                  other
                                                                                  than
                                                                                  the
                                                                                  preceding
                                                                                  sentence,
                                                                                  will
                                                                                  apply
                                                                                  as
                                                                                  if
                                                                                  the
                                                                                  surviving
                                                                                  spouse
                                                                                  were
                                                                                  the
                                                                                  Participant.
                                                                                  

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (ii)

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

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (iii)

                                                                              	
                                                                                If
                                                                                  there
                                                                                  is
                                                                                  a
                                                                                  designated
                                                                                  beneficiary
                                                                                  (spouse
                                                                                  or
                                                                                  other),
                                                                                  the
                                                                                  minimum
                                                                                  amount
                                                                                  that
                                                                                  will
                                                                                  be
                                                                                  distributed
                                                                                  for
                                                                                  each
                                                                                  distribution
                                                                                  calendar
                                                                                  year
                                                                                  after
                                                                                  the
                                                                                  year
                                                                                  of
                                                                                  the
                                                                                  Participant’s
                                                                                  death
                                                                                  is
                                                                                  the
                                                                                  quotient
                                                                                  obtained
                                                                                  by
                                                                                  dividing
                                                                                  the
                                                                                  Participant’s
                                                                                  account
                                                                                  balance
                                                                                  by
                                                                                  the
                                                                                  remaining
                                                                                  life
                                                                                  expectancy
                                                                                  of
                                                                                  the
                                                                                  Participant’s
                                                                                  designated
                                                                                  beneficiary,
                                                                                  determined
                                                                                  as
                                                                                  provided
                                                                                  in
                                                                                  Section
                                                                                  7.6(a)(1)(i).

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (iv)

                                                                              	
                                                                                If
                                                                                  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.

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (v)

                                                                              	
                                                                                For
                                                                                  purposes
                                                                                  of
                                                                                  this
                                                                                  Section
                                                                                  7.6(a)(2),
                                                                                  distributions
                                                                                  are
                                                                                  considered
                                                                                  to
                                                                                  begin
                                                                                  on
                                                                                  the
                                                                                  Participant’s
                                                                                  Required
                                                                                  Beginning
                                                                                  Date
                                                                                  (or,
                                                                                  if
                                                                                  the
                                                                                  second
                                                                                  sentence
                                                                                  of
                                                                                  Section
                                                                                  7.6(a)(2)(i)
                                                                                  above
                                                                                  applies,
                                                                                  distributions
                                                                                  are
                                                                                  considered
                                                                                  to
                                                                                  begin
                                                                                  on
                                                                                  the
                                                                                  date
                                                                                  distributions
                                                                                  are
                                                                                  required
                                                                                  to
                                                                                  begin
                                                                                  to
                                                                                  the
                                                                                  surviving
                                                                                  spouse
                                                                                  under
                                                                                  such
                                                                                  provision).

                                                                              


                                                                      

                                                                       

                                                                      
                                                                        	 	
                                                                                (b)

                                                                              	
                                                                                Definitions.
                                                                                  For
                                                                                  purposes
                                                                                  of
                                                                                  this
                                                                                  Section
                                                                                  7.6,
                                                                                  the
                                                                                  following
                                                                                  definitions
                                                                                  shall
                                                                                  apply:
                                                                                  

                                                                              


                                                                      

                                                                      

                                                                        
                                                                          	 	
                                                                                  (1)

                                                                                	
                                                                                  Designated
                                                                                    Beneficiary.
                                                                                    The
                                                                                    individual
                                                                                    who
                                                                                    is
                                                                                    designated
                                                                                    as
                                                                                    the
                                                                                    Beneficiary
                                                                                    under
                                                                                    Section
                                                                                    8.1
                                                                                    of
                                                                                    the
                                                                                    Plan
                                                                                    and
                                                                                    is
                                                                                    the
                                                                                    designated
                                                                                    beneficiary
                                                                                    under
                                                                                    Code
                                                                                    Section
                                                                                    401(a)(9)
                                                                                    and
                                                                                    Treasury
                                                                                    Regulation
                                                                                    Section
                                                                                    1.401(a)(9)-1,
                                                                                    Q&A-4.

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (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
                                                                                    this
                                                                                    Section
                                                                                    7.6.
                                                                                    The
                                                                                    required
                                                                                    minimum
                                                                                    distribution
                                                                                    for
                                                                                    the
                                                                                    Participant’s
                                                                                    first
                                                                                    distribution
                                                                                    calendar
                                                                                    year
                                                                                    will
                                                                                    be
                                                                                    made
                                                                                    on
                                                                                    or
                                                                                    before
                                                                                    the
                                                                                    Participant’s
                                                                                    Required
                                                                                    Beginning
                                                                                    Date.
                                                                                    The
                                                                                    required
                                                                                    minimum
                                                                                    distribution
                                                                                    for
                                                                                    other
                                                                                    distribution
                                                                                    calendar
                                                                                    years,
                                                                                    including
                                                                                    the
                                                                                    required
                                                                                    minimum
                                                                                    distribution
                                                                                    for
                                                                                    the
                                                                                    distribution
                                                                                    calendar
                                                                                    year
                                                                                    in
                                                                                    which
                                                                                    the
                                                                                    Participant’s
                                                                                    Required
                                                                                    Beginning
                                                                                    Date
                                                                                    occurs,
                                                                                    will
                                                                                    be
                                                                                    made
                                                                                    on
                                                                                    or
                                                                                    before
                                                                                    December
                                                                                    31
                                                                                    of
                                                                                    that
                                                                                    distribution
                                                                                    calendar
                                                                                    year.
                                                                                    

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (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.

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (4)

                                                                                	
                                                                                  Participant’s
                                                                                    Account
                                                                                    Balance.
                                                                                    The
                                                                                    account
                                                                                    balance
                                                                                    as
                                                                                    of
                                                                                    the
                                                                                    last
                                                                                    Valuation
                                                                                    Date
                                                                                    in
                                                                                    the
                                                                                    calendar
                                                                                    year
                                                                                    immediately
                                                                                    preceding
                                                                                    the
                                                                                    distribution
                                                                                    calendar
                                                                                    year
                                                                                    (valuation
                                                                                    calendar
                                                                                    year)
                                                                                    increased
                                                                                    by
                                                                                    the
                                                                                    amount
                                                                                    of
                                                                                    any
                                                                                    contributions
                                                                                    or
                                                                                    forfeitures
                                                                                    allocated
                                                                                    to
                                                                                    the
                                                                                    account
                                                                                    balance
                                                                                    as
                                                                                    of
                                                                                    dates
                                                                                    in
                                                                                    the
                                                                                    valuation
                                                                                    calendar
                                                                                    year
                                                                                    after
                                                                                    the
                                                                                    Valuation
                                                                                    Date
                                                                                    and
                                                                                    decreased
                                                                                    by
                                                                                    distributions
                                                                                    made
                                                                                    in
                                                                                    the
                                                                                    valuation
                                                                                    calendar
                                                                                    year
                                                                                    after
                                                                                    the
                                                                                    Valuation
                                                                                    Date.
                                                                                    The
                                                                                    account
                                                                                    balance
                                                                                    for
                                                                                    the
                                                                                    valuation
                                                                                    calendar
                                                                                    year
                                                                                    includes
                                                                                    any
                                                                                    amounts
                                                                                    rolled
                                                                                    over
                                                                                    or
                                                                                    transferred
                                                                                    to
                                                                                    the
                                                                                    Plan.

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (5)

                                                                                	
                                                                                  Required
                                                                                    Beginning
                                                                                    Date.
                                                                                    The
                                                                                    Required
                                                                                    Beginning
                                                                                    Date
                                                                                    of
                                                                                    a
                                                                                    Participant
                                                                                    other
                                                                                    than
                                                                                    a
                                                                                    5%
                                                                                    owner
                                                                                    (as
                                                                                    defined
                                                                                    in
                                                                                    Code
                                                                                    Section
                                                                                    416(i)(1)(B)(1)
                                                                                    is
                                                                                    the
                                                                                    later
                                                                                    of
                                                                                    April
                                                                                    1
                                                                                    of
                                                                                    the
                                                                                    calendar
                                                                                    year
                                                                                    following
                                                                                    the
                                                                                    calendar
                                                                                    year
                                                                                    in
                                                                                    which
                                                                                    the
                                                                                    Participant
                                                                                    attains
                                                                                    the
                                                                                    age
                                                                                    of
                                                                                    701⁄2
or
                                                                                    terminates
                                                                                    employment
                                                                                    with
                                                                                    all
                                                                                    Affiliated
                                                                                    Employers.
                                                                                    For
                                                                                    5%
                                                                                    owners,
                                                                                    Required
                                                                                    Beginning
                                                                                    Date
                                                                                    means
                                                                                    April
                                                                                    1st
                                                                                    of
                                                                                    the
                                                                                    calendar
                                                                                    year
                                                                                    in
                                                                                    which
                                                                                    a
                                                                                    Participant
                                                                                    attains
                                                                                    age
                                                                                    701⁄2.

                                                                                


                                                                        

                                                                        

                                                                          7.7     Distribution
                                                                            Upon
                                                                            Termination
                                                                            of Employment
                                                                            and Restrictions
                                                                            on Immediate
                                                                            Distribution.   
                                                                            If
                                                                            the
                                                                            value
                                                                            of a
                                                                            Participant’s vested
                                                                            account
                                                                            balance
                                                                            derived
                                                                            from
                                                                            employer
                                                                            and
                                                                            employee
                                                                            contributions
                                                                            exceeds
                                                                            (or at
                                                                            the time
                                                                            of any
                                                                            prior
                                                                            distribution
                                                                            exceeded)
                                                                            $1,000
                                                                            (for
                                                                            distributions
                                                                            made
                                                                            prior
                                                                            to March
                                                                            28, 2005,
                                                                            this
                                                                            amount
                                                                            was $5,000),
                                                                            and the
                                                                            account
                                                                            balance
                                                                            is immediately
                                                                            distributable,
                                                                            the
                                                                            Participant
                                                                            must
                                                                            consent
                                                                            to any
                                                                            distribution
                                                                            of such
                                                                            account
                                                                            balance.
                                                                            If the
                                                                            value
                                                                            of a
                                                                            Participant’s nonforfeitable
                                                                            account
                                                                            balance
                                                                            as so
                                                                            determined
                                                                            is
                                                                            $1,000
                                                                            or less,
                                                                            the Plan
                                                                            may immediately
                                                                            distribute
                                                                            the Participant’s entire
                                                                            nonforfeitable
                                                                            account
                                                                            balance.
                                                                            The consent
                                                                            of the
                                                                            Participant
                                                                            shall
                                                                            not be
                                                                            required
                                                                            to the
                                                                            extent
                                                                            that
                                                                            a distribution
                                                                            is required
                                                                            to satisfy
                                                                            Section
                                                                            401(a)(9)
                                                                            or 415
                                                                            of the
                                                                            Code.


                                                                           

                                                                        

                                                                        
                                                                          	 	
                                                                                  7.8

                                                                                	
                                                                                  Direct
                                                                                    Rollover.

                                                                                


                                                                        

                                                                        

                                                                          
                                                                            	 	
                                                                                    (a)

                                                                                  	
                                                                                    Applicability.
                                                                                      Notwithstanding
                                                                                      any
                                                                                      provision
                                                                                      of
                                                                                      the
                                                                                      Plan
                                                                                      to
                                                                                      the
                                                                                      contrary
                                                                                      that
                                                                                      would
                                                                                      otherwise
                                                                                      limit
                                                                                      a
                                                                                      distributee’s
                                                                                      election
                                                                                      under
                                                                                      this
                                                                                      Article,
                                                                                      a
                                                                                      distributee
                                                                                      may
                                                                                      elect,
                                                                                      at
                                                                                      the
                                                                                      time
                                                                                      and
                                                                                      in
                                                                                      the
                                                                                      manner
                                                                                      prescribed
                                                                                      by
                                                                                      the
                                                                                      Committee,
                                                                                      to
                                                                                      have
                                                                                      any
                                                                                      portion
                                                                                      of
                                                                                      an
                                                                                      eligible
                                                                                      rollover
                                                                                      distribution
                                                                                      paid
                                                                                      directly
                                                                                      to
                                                                                      an
                                                                                      eligible
                                                                                      retirement
                                                                                      plan
                                                                                      specified
                                                                                      by
                                                                                      the
                                                                                      distributee
                                                                                      in
                                                                                      a
                                                                                      direct
                                                                                      rollover.

                                                                                  


                                                                          

                                                                           

                                                                          
                                                                            	 	
                                                                                    (b)

                                                                                  	
                                                                                    Definitions.

                                                                                  


                                                                          

                                                                           

                                                                          
                                                                            	 	
                                                                                    (1)

                                                                                  	
                                                                                    Eligible
                                                                                      Rollover
                                                                                      Distribution.
                                                                                      An
                                                                                      eligible
                                                                                      rollover
                                                                                      distribution
                                                                                      is
                                                                                      any
                                                                                      distribution
                                                                                      of
                                                                                      all
                                                                                      or
                                                                                      any
                                                                                      portion
                                                                                      of
                                                                                      the
                                                                                      balance
                                                                                      to
                                                                                      the
                                                                                      credit
                                                                                      of
                                                                                      the
                                                                                      distributee,
                                                                                      except
                                                                                      that
                                                                                      an
                                                                                      eligible
                                                                                      rollover
                                                                                      distribution
                                                                                      does
                                                                                      not
                                                                                      include
                                                                                      any
                                                                                      distribution
                                                                                      that
                                                                                      is
                                                                                      one
                                                                                      of
                                                                                      a
                                                                                      series
                                                                                      of
                                                                                      substantially
                                                                                      equal
                                                                                      periodic
                                                                                      payments
                                                                                      (not
                                                                                      less
                                                                                      frequently
                                                                                      than
                                                                                      annually)
                                                                                      made
                                                                                      for
                                                                                      the
                                                                                      life
                                                                                      (or
                                                                                      life
                                                                                      expectancy)
                                                                                      of
                                                                                      the
                                                                                      distributee
                                                                                      or
                                                                                      the
                                                                                      joint
                                                                                      lives
                                                                                      (or
                                                                                      joint
                                                                                      life
                                                                                      expectancies)
                                                                                      of
                                                                                      the
                                                                                      distributee
                                                                                      and
                                                                                      the
                                                                                      distributee’s
                                                                                      designated
                                                                                      Beneficiary,
                                                                                      or
                                                                                      for
                                                                                      a
                                                                                      specified
                                                                                      period
                                                                                      of
                                                                                      ten
                                                                                      years
                                                                                      or
                                                                                      more;
                                                                                      any
                                                                                      distribution
                                                                                      to
                                                                                      the
                                                                                      extent
                                                                                      such
                                                                                      distribution
                                                                                      is
                                                                                      required
                                                                                      under
                                                                                      Section
                                                                                      401(a)(9)
                                                                                      of
                                                                                      the
                                                                                      Code;
                                                                                      any
                                                                                      amount
                                                                                      distributed
                                                                                      on
                                                                                      account
                                                                                      of
                                                                                      a
                                                                                      hardship
                                                                                      distribution;
                                                                                      and
                                                                                      the
                                                                                      portion
                                                                                      of
                                                                                      any
                                                                                      distribution
                                                                                      that
                                                                                      is
                                                                                      not
                                                                                      includible
                                                                                      in
                                                                                      gross
                                                                                      income
                                                                                      (determined
                                                                                      without
                                                                                      regard
                                                                                      to
                                                                                      the
                                                                                      exclusion
                                                                                      for
                                                                                      net
                                                                                      unrealized
                                                                                      appreciation
                                                                                      with
                                                                                      respect
                                                                                      to
                                                                                      employer
                                                                                      securities).

                                                                                  


                                                                          

                                                                           

                                                                          A
                                                                            portion
                                                                            of a
                                                                            distribution
                                                                            shall
                                                                            not fail
                                                                            to be
                                                                            an eligible
                                                                            rollover
                                                                            distribution
                                                                            merely
                                                                            because
                                                                            the portion
                                                                            consists
                                                                            of after-tax
                                                                            employee
                                                                            contributions
                                                                            which
                                                                            are not
                                                                            includable
                                                                            in gross
                                                                            income.
                                                                            However,
                                                                            such
                                                                            portion
                                                                            may be
                                                                            transferred
                                                                            only
                                                                            to an
                                                                            individual
                                                                            retirement
                                                                            account
                                                                            or annuity
                                                                            described
                                                                            in Code
                                                                            Section
                                                                            408(a)
                                                                            or
                                                                            (b),
                                                                            or to
                                                                            a qualified
                                                                            defined
                                                                            contribution
                                                                            plan
                                                                            described
                                                                            in Code
                                                                            Section
                                                                            401(a)
                                                                            or 403(a)
                                                                            that
                                                                            agrees
                                                                            to separately
                                                                            account
                                                                            for amounts
                                                                            so transferred,
                                                                            including
                                                                            separately
                                                                            accounting
                                                                            for the
                                                                            portion
                                                                            of such
                                                                            distribution
                                                                            which
                                                                            is
                                                                            includable
                                                                            in gross
                                                                            income
                                                                            and the
                                                                            portion
                                                                            of such
                                                                            distribution
                                                                            which
                                                                            is not
                                                                            so
                                                                            includable.

                                                                           

                                                                          
                                                                            	 	
                                                                                    (2)

                                                                                  	
                                                                                    Eligible
                                                                                      Retirement
                                                                                      Plan.
                                                                                      An
                                                                                      eligible
                                                                                      retirement
                                                                                      plan
                                                                                      is
                                                                                      an
                                                                                      individual
                                                                                      retirement
                                                                                      account
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      408(a)
                                                                                      of
                                                                                      the
                                                                                      Code,
                                                                                      an
                                                                                      individual
                                                                                      retirement
                                                                                      annuity
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      408(b)
                                                                                      of
                                                                                      the
                                                                                      Code,
                                                                                      an
                                                                                      annuity
                                                                                      plan
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      403(a)
                                                                                      of
                                                                                      the
                                                                                      Code,
                                                                                      or
                                                                                      a
                                                                                      qualified
                                                                                      trust
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      401(a)
                                                                                      of
                                                                                      the
                                                                                      Code,
                                                                                      that
                                                                                      accepts
                                                                                      the
                                                                                      distributee’s
                                                                                      eligible
                                                                                      rollover
                                                                                      distribution.
                                                                                      However,
                                                                                      in
                                                                                      the
                                                                                      case
                                                                                      of
                                                                                      an
                                                                                      eligible
                                                                                      rollover
                                                                                      distribution
                                                                                      to
                                                                                      the
                                                                                      surviving
                                                                                      spouse,
                                                                                      an
                                                                                      eligible
                                                                                      retirement
                                                                                      plan
                                                                                      is
                                                                                      an
                                                                                      individual
                                                                                      retirement
                                                                                      account
                                                                                      or
                                                                                      individual
                                                                                      retirement
                                                                                      annuity.

                                                                                  


                                                                          

                                                                           

                                                                          An
                                                                            eligible
                                                                            retirement
                                                                            plan
                                                                            shall
                                                                            also
                                                                            mean
                                                                            an annuity
                                                                            contract
                                                                            described
                                                                            in Code
                                                                            Section
                                                                            403(b)
                                                                            and an
                                                                            eligible
                                                                            plan
                                                                            under
                                                                            Code
                                                                            Section
                                                                            457(b)
                                                                            which
                                                                            is
                                                                            maintained
                                                                            by a
                                                                            state,
                                                                            political
                                                                            subdivision
                                                                            of a
                                                                            state,
                                                                            or any
                                                                            agency
                                                                            or any
                                                                            instrumentality
                                                                            of a
                                                                            state
                                                                            or political
                                                                            subdivision
                                                                            of a
                                                                            state
                                                                            and which
                                                                            agrees
                                                                            to separately
                                                                            account
                                                                            for amounts
                                                                            transferred
                                                                            into
                                                                            such
                                                                            plan
                                                                            from
                                                                            this
                                                                            Plan.
                                                                            The
                                                                            definition
                                                                            of eligible
                                                                            retirement
                                                                            plan
                                                                            shall
                                                                            also
                                                                            apply
                                                                            in the
                                                                            case
                                                                            of a
                                                                            distribution
                                                                            to a
                                                                            surviving
                                                                            spouse,
                                                                            or to
                                                                            a spouse
                                                                            or former
                                                                            spouse
                                                                            who is
                                                                            the
                                                                            alternate
                                                                            payee
                                                                            under
                                                                            a qualified
                                                                            domestic
                                                                            relations
                                                                            order,
                                                                            as defined
                                                                            in Code
                                                                            Section
                                                                            414(p).

                                                                           

                                                                          
                                                                            	 	
                                                                                    (3)

                                                                                  	
                                                                                    Distributee.
                                                                                      A
                                                                                      distributee
                                                                                      includes
                                                                                      an
                                                                                      Employee
                                                                                      or
                                                                                      former
                                                                                      Employee.
                                                                                      In
                                                                                      addition,
                                                                                      the
                                                                                      Employee’s
                                                                                      or
                                                                                      former
                                                                                      Employee’s
                                                                                      surviving
                                                                                      spouse
                                                                                      and
                                                                                      the
                                                                                      Employee’s
                                                                                      or
                                                                                      former
                                                                                      Employee’s
                                                                                      spouse
                                                                                      or
                                                                                      former
                                                                                      spouse
                                                                                      who
                                                                                      is
                                                                                      the
                                                                                      alternate
                                                                                      payee
                                                                                      under
                                                                                      a
                                                                                      qualified
                                                                                      domestic
                                                                                      relations
                                                                                      order,
                                                                                      as
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      414(p)
                                                                                      of
                                                                                      the
                                                                                      Code,
                                                                                      are
                                                                                      distributees
                                                                                      with
                                                                                      regard
                                                                                      to
                                                                                      the
                                                                                      interest
                                                                                      of
                                                                                      the
                                                                                      spouse
                                                                                      or
                                                                                      former
                                                                                      spouse.

                                                                                  


                                                                          

                                                                           

                                                                          
                                                                            	 	
                                                                                    (4)

                                                                                  	
                                                                                    Direct
                                                                                      Rollover.
                                                                                      A
                                                                                      direct
                                                                                      rollover
                                                                                      is
                                                                                      a
                                                                                      payment
                                                                                      by
                                                                                      the
                                                                                      plan
                                                                                      to
                                                                                      the
                                                                                      eligible
                                                                                      retirement
                                                                                      plan
                                                                                      specified
                                                                                      by
                                                                                      the
                                                                                      distributee.

                                                                                  


                                                                          

                                                                           

                                                                          
                                                                            	 	
                                                                                    (5)

                                                                                  	
                                                                                    Non-Spouse
                                                                                      Beneficiary.
                                                                                      Effective
                                                                                      January
                                                                                      1,
                                                                                      2007,
                                                                                      a
                                                                                      direct
                                                                                      trustee-to-trustee
                                                                                      transfer
                                                                                      may
                                                                                      be
                                                                                      made
                                                                                      to
                                                                                      an
                                                                                      individual
                                                                                      retirement
                                                                                      account
                                                                                      established
                                                                                      for
                                                                                      the
                                                                                      purpose
                                                                                      of
                                                                                      receiving
                                                                                      a
                                                                                      distribution
                                                                                      from
                                                                                      a
                                                                                      designated
                                                                                      beneficiary
                                                                                      who
                                                                                      is
                                                                                      not
                                                                                      the
                                                                                      spouse
                                                                                      of
                                                                                      the
                                                                                      Employee
                                                                                      or
                                                                                      former
                                                                                      Employee.

                                                                                  


                                                                          

                                                                          

                                                                            7.9    Qualified
                                                                              Domestic
                                                                              Relations
                                                                              Order.  
                                                                              All
                                                                              rights
                                                                              and
                                                                              benefits,
                                                                              including
                                                                              election
                                                                              rights,
                                                                              provided
                                                                              to
                                                                              Participants
                                                                              pursuant
                                                                              to
                                                                              this
                                                                              Plan,
                                                                              are
                                                                              subject
                                                                              to
                                                                              the
                                                                              rights
                                                                              afforded
                                                                              to
                                                                              any
“alternate
                                                                              payee”, as
                                                                              defined
                                                                              in
                                                                              Section
                                                                              414(p)(8)
                                                                              of
                                                                              the
                                                                              Code,
                                                                              pursuant
                                                                              to
                                                                              a “qualified
                                                                              domestic
                                                                              relations
                                                                              order”, as
                                                                              defined
                                                                              in
                                                                              Section
                                                                              414(p)
                                                                              of
                                                                              the
                                                                              Code.

                                                                            

                                                                              Payment
                                                                                to
                                                                                an
“alternate
                                                                                payee”
pursuant
                                                                                to
                                                                                a
“qualified
                                                                                domestic
                                                                                relations
                                                                                order”
shall
                                                                                be
                                                                                made
                                                                                at
                                                                                such
                                                                                time
                                                                                as
                                                                                determined
                                                                                or
                                                                                permitted
                                                                                pursuant
                                                                                to
                                                                                the
                                                                                qualified
                                                                                domestic
                                                                                relations
                                                                                order,
                                                                                including
                                                                                distributions
                                                                                before
                                                                                the
                                                                                Participant
                                                                                reaches
                                                                                his
                                                                                earliest
                                                                                retirement
                                                                                age
                                                                                as
                                                                                defined
                                                                                in
                                                                                Code
                                                                                Section
                                                                                414(p)(4)(B).
                                                                                The
                                                                                Committee
                                                                                shall
                                                                                establish
                                                                                procedures
                                                                                to
                                                                                determine
                                                                                the
                                                                                status
                                                                                of
                                                                                a
                                                                                judgment,
                                                                                decree
                                                                                or
                                                                                order
                                                                                as
                                                                                a
                                                                                qualified
                                                                                domestic
                                                                                relations
                                                                                order
                                                                                and
                                                                                to
                                                                                administer
                                                                                Plan
                                                                                distributions
                                                                                in
                                                                                accordance
                                                                                with
                                                                                any
                                                                                such
                                                                                qualified
                                                                                domestic
                                                                                relations
                                                                                order.

                                                                               

                                                                              Upon
                                                                                receipt
                                                                                of
                                                                                any
                                                                                judgment,
                                                                                decree
                                                                                or
                                                                                order
                                                                                (including
                                                                                approval
                                                                                of
                                                                                a
                                                                                property
                                                                                settlement
                                                                                agreement)
                                                                                relating
                                                                                to
                                                                                the
                                                                                provision
                                                                                of
                                                                                payment
                                                                                by
                                                                                the
                                                                                Plan
                                                                                to
                                                                                an
                                                                                alternate
                                                                                payee
                                                                                pursuant
                                                                                to
                                                                                a
                                                                                state
                                                                                domestic
                                                                                relations
                                                                                law,
                                                                                the
                                                                                Committee
                                                                                shall
                                                                                promptly
                                                                                notify
                                                                                the
                                                                                affected
                                                                                Participant
                                                                                and
                                                                                any
                                                                                alternate
                                                                                payee
                                                                                of
                                                                                the
                                                                                receipt
                                                                                of
                                                                                such
                                                                                judgment,
                                                                                decree
                                                                                or
                                                                                order
                                                                                and
                                                                                shall
                                                                                notify
                                                                                the
                                                                                affected
                                                                                Participant
                                                                                and
                                                                                any
                                                                                alternate
                                                                                payee
                                                                                of
                                                                                the
                                                                                Committee’s
                                                                                procedure
                                                                                for
                                                                                determining
                                                                                whether
                                                                                or
                                                                                not
                                                                                the
                                                                                judgment,
                                                                                decree
                                                                                or
                                                                                order
                                                                                is
                                                                                a
                                                                                qualified
                                                                                domestic
                                                                                relations
                                                                                order.

                                                                               

                                                                              

                                                                                ARTICLE
                                                                                  VIII 

                                                                                BENEFICIARY
                                                                                  AND
                                                                                  PARTICIPANT
                                                                                  INFORMATION

                                                                                 

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                            

                                                              8.1  Designation
                                                                of Beneficiary. 

                                                              

                                                                
                                                                  	 	
                                                                          (a)

                                                                        	
                                                                          Each
                                                                            Participant
                                                                            from
                                                                            time
                                                                            to time
                                                                            may designate
                                                                            any person
                                                                            or persons
                                                                            (who
                                                                            may
                                                                            be named
                                                                            contingently
                                                                            or successively)
                                                                            to receive
                                                                            any benefits
                                                                            payable
                                                                            under
                                                                            the Plan
                                                                            upon
                                                                            or after
                                                                            his death,
                                                                            and any
                                                                            such
                                                                            designation
                                                                            may be
                                                                            changed
                                                                            from
                                                                            time
                                                                            to time
                                                                            by the
                                                                            Participant
                                                                            by filing
                                                                            a new
                                                                            designation.
                                                                            Each
                                                                            designation
                                                                            will
                                                                            revoke
                                                                            all prior
                                                                            designations
                                                                            made
                                                                            by the
                                                                            Participant,
                                                                            shall
                                                                            be in
                                                                            writing
                                                                            in the
                                                                            form
                                                                            prescribed
                                                                            by the
                                                                            Employer
                                                                            and shall
                                                                            be effective
                                                                            only
                                                                            when
                                                                            the written
                                                                            designation
                                                                            is filed
                                                                            with
                                                                            the
                                                                            Employer
                                                                            during
                                                                            his lifetime.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (b)

                                                                        	
                                                                          The
                                                                            Beneficiary
                                                                            of a
                                                                            Participant
                                                                            who is
                                                                            married
                                                                            at the
                                                                            time
                                                                            of his
                                                                            death
                                                                            shall
                                                                            be his
                                                                            surviving
                                                                            spouse
                                                                            unless
                                                                            his surviving
                                                                            spouse
                                                                            consents
                                                                            in writing
                                                                            on
                                                                            the form
                                                                            provided
                                                                            for that
                                                                            purpose
                                                                            by the
                                                                            Committee
                                                                            to the
                                                                            designation
                                                                            of
                                                                            another
                                                                            beneficiary.
                                                                            A consent
                                                                            by a
                                                                            Participant’s spouse
                                                                            shall
                                                                            not be
                                                                            effective
                                                                            unless
                                                                            such
                                                                            consent
                                                                            is witnessed
                                                                            by one
                                                                            of the
                                                                            members
                                                                            of the
                                                                            Committee
                                                                            or a
                                                                            Notary
                                                                            Public.

                                                                        


                                                                

                                                                 

                                                                
                                                                  	 	
                                                                          (c)

                                                                        	
                                                                          In
                                                                            the absence
                                                                            of a
                                                                            valid
                                                                            Beneficiary
                                                                            designation
                                                                            (except
                                                                            in conjunction
                                                                            with
                                                                            the election
                                                                            of a
                                                                            form
                                                                            of benefit
                                                                            payment
                                                                            which
                                                                            does
                                                                            not require
                                                                            the
                                                                            designation
                                                                            of a
                                                                            specific
                                                                            Beneficiary)
                                                                            or if,
                                                                            at the
                                                                            time
                                                                            any benefit
                                                                            becomes
                                                                            payable
                                                                            to a
                                                                            Beneficiary,
                                                                            there
                                                                            is no
                                                                            living
                                                                            Beneficiary
                                                                            properly
                                                                            designated
                                                                            by the
                                                                            Participant
                                                                            to receive
                                                                            the benefit,
                                                                            the Committee
                                                                            shall
                                                                            direct
                                                                            the Trustee
                                                                            to distribute
                                                                            such
                                                                            benefit
                                                                            to the
                                                                            Participant’s spouse,
                                                                            if then
                                                                            living.
                                                                            If there
                                                                            is no
                                                                            surviving
                                                                            spouse,
                                                                            then
                                                                            the benefit
                                                                            shall
                                                                            be
                                                                            paid
                                                                            to the
                                                                            Participant’s then
                                                                            living
                                                                            descendants,
                                                                            if any,
                                                                            by root,
                                                                            otherwise
                                                                            to the
                                                                            Participant’s then
                                                                            living
                                                                            parent
                                                                            or parents,
                                                                            equally,
                                                                            otherwise
                                                                            to the
                                                                            Participant’s
                                                                            estate.

                                                                        


                                                                

                                                                

                                                                  8.2  Information
                                                                    to be Furnished
                                                                    by Participant
                                                                    and Beneficiaries.
                                                                    Any
                                                                    communications
                                                                    addressed to
                                                                    a Participant
                                                                    or Beneficiary
                                                                    at his last post
                                                                    office
                                                                    address filed
                                                                    with the Committee
                                                                    shall be binding
                                                                    on the Participant
                                                                    or
                                                                    Beneficiary for
                                                                    all purposes
                                                                    of the Plan.
                                                                    Except for the
                                                                    Committee’s sending of
                                                                    a registered
                                                                    letter to the
                                                                    last known address,
                                                                    neither the Trustees
                                                                    nor the
                                                                    Committee shall
                                                                    be obliged to
                                                                    search for any
                                                                    Participant or
                                                                    Beneficiary.

                                                                   

                                                                  

                                                                    ARTICLE
                                                                      IX 

                                                                    LOANS
                                                                      TO PARTICIPANTS

                                                                     

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                  

                                                    9.1  Loans.
                                                      The
                                                      Committee shall establish a
                                                      loan program under which:

                                                    

                                                      
                                                        	 	
                                                                (a)

                                                              	
                                                                Loans
                                                                  shall be made available
                                                                  to all active Participants
                                                                  and Participants
                                                                  on
                                                                  long-term disability
                                                                  on a reasonably
                                                                  equivalent
                                                                  basis.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (b)

                                                              	
                                                                Loans
                                                                  shall not be made
                                                                  available to Highly
                                                                  Compensated Employees
                                                                  (as defined in
                                                                  Section 414(q)
                                                                  of the Code) in
                                                                  an amount greater,
                                                                  or on terms otherwise
                                                                  more favorable,
                                                                  than the amount
                                                                  or terms applicable
                                                                  to loans made
                                                                  available to other
                                                                  Employees. 

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (c)

                                                              	
                                                                Loans
                                                                  must be adequately
                                                                  secured and bear
                                                                  a reasonable interest
                                                                  rate.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (d)

                                                              	
                                                                No
                                                                  loan to any Participant
                                                                  can be made to
                                                                  the extent that
                                                                  such loan when
                                                                  added to the outstanding
                                                                  balance of all
                                                                  other loans to
                                                                  the Participant
                                                                  or
                                                                  Beneficiary would
                                                                  exceed the lesser
                                                                  of (a) $50,000
                                                                  reduced by the
                                                                  excess
                                                                  (if any) of (the
                                                                  highest outstanding
                                                                  balance of loans
                                                                  during the one
                                                                  year
                                                                  period ending on
                                                                  the day before
                                                                  the loan is made,
                                                                  over the outstanding
                                                                  balance of loans
                                                                  from the Plan on
                                                                  the date the loan
                                                                  is made), or (b)
                                                                  50%
                                                                  of the Participant’s vested Accrued
                                                                  Benefit.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (e)

                                                              	
                                                                A
                                                                  Participant is
                                                                  not required to
                                                                  obtain the consent
                                                                  of his or her spouse,
                                                                  if
                                                                  any, to use of
                                                                  the account balance
                                                                  as security for
                                                                  the
                                                                  loan.

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (f)

                                                              	
                                                                Loan
                                                                  repayments will
                                                                  be suspended under
                                                                  the Plan as permitted
                                                                  under Code
                                                                  Section 414(u)(4).

                                                              


                                                      

                                                       

                                                      
                                                        	 	
                                                                (g)

                                                              	
                                                                Loans
                                                                  will be funded
                                                                  with assets withdrawn
                                                                  pro rata across
                                                                  all money types
                                                                  except for the
                                                                  portion of a Participant’s Accrued Benefit
                                                                  held in his ESOP
                                                                  Account, PAYSOP
                                                                  Account, and Stock
                                                                  Bonus Account and
                                                                  any other assets
                                                                  invested in company
                                                                  stock. 

                                                              


                                                      

                                                       

                                                      Notwithstanding
                                                        any other provision of this
                                                        Plan, the portion of the
                                                        Participant’s vested
                                                        account balance used as a
                                                        security interest held by
                                                        the Plan by reason of a loan
                                                        outstanding to the Participant
                                                        shall be taken into account
                                                        for purposes of
                                                        determining the amount of
                                                        the account balance payable
                                                        at the time of death or
                                                        distribution, but only if
                                                        the reduction is used as
                                                        repayment of the loan. If
                                                        less than 100% of the Participant’s vested account balance
                                                        (determined without
                                                        regard to the preceding sentence)
                                                        is payable to the surviving
                                                        spouse, then the
                                                        account balance shall be
                                                        adjusted by first reducing
                                                        the vested account balance
                                                        by the amount of the security
                                                        used as repayment of the
                                                        loan, and then
                                                        determining the benefit payable
                                                        to the surviving spouse.

                                                       

                                                      For
                                                        the
                                                        purpose of the above limitation,
                                                        all loans from all plans
                                                        of the Employer and
                                                        all Affiliated Employers
                                                        are aggregated. Furthermore,
                                                        any loan shall by its
                                                        terms require that repayment
                                                        (principal and interest)
                                                        be amortized in level
                                                        payments, not less frequently
                                                        than quarterly, over a period
                                                        not extending beyond
                                                        five years from the date
                                                        of the loan, unless such
                                                        loan is used to acquire a
                                                        dwelling unit which within
                                                        a reasonable time (determined
                                                        at the time the loan is
                                                        made) will be used as the
                                                        principal residence of the
                                                        Participant. 

                                                      

                                                        9.2  Participant
                                                          Loan Program.
                                                          The
                                                          Committee may prescribe
                                                          such additional rules and
                                                          procedures as it may deem
                                                          appropriate, including,
                                                          without limitation, rules
                                                          and procedures by which
                                                          the
                                                          making of loans to Participants
                                                          may be terminated, suspended,
                                                          or restricted, if
                                                          any, to the extent deemed
                                                          by the Committee to be
                                                          necessary or desirable
                                                          in order
                                                          to effect compliance with
                                                          applicable laws or regulations
                                                          (the “Participant Loan
                                                          Program”). The rules and procedures
                                                          reported in the Loan-by-Phone
                                                          guidelines are
                                                          incorporated in the Participant
                                                          Loan Program. To the extent
                                                          the Participant Loan
                                                          Program conflicts with
                                                          the terms of the Plan,
                                                          the terms of the Participant
                                                          Loan
                                                          Program shall prevail,
                                                          as long as such Program
                                                          does not conflict with
                                                          the Code,
                                                          ERISA, or other applicable
                                                          laws or regulations.

                                                         

                                                        

                                                          ARTICLE
                                                            X

                                                          ESOP
                                                            PROVISIONS

                                                          

                                                            10.1
                                                               Status
                                                              of ESOP. 
                                                              The
                                                              Company adopted the
                                                              CenturyTel, Inc. Stock
                                                              Bonus Plan and PAYSOP
                                                              on October 1,
                                                              1975 and the CenturyTel,
                                                              Inc. Employee Stock
                                                              Ownership Plan (“ESOP”) on January
                                                              1, 1987. By merger
                                                              agreement dated September
                                                              18, 2001, the CenturyTel,
                                                              Inc.
                                                              Stock Bonus Plan and
                                                              PAYSOP was merged into
                                                              the ESOP. The Accounts
                                                              of
                                                              Participants who were
                                                              actively employed with
                                                              the Employer on November
                                                              6, 2006
                                                              are fully vested. Effective
                                                              December 31, 2006,
                                                              the ESOP was merged
                                                              into this
                                                              Plan.

                                                             

                                                            10.2  Trust
                                                              or Trusts. 
                                                              The
                                                              assets of the ESOP
                                                              Account are held in
                                                              the CenturyTel, Inc.
                                                              Employee Stock
                                                              Ownership Trust I and
                                                              the assets of the PAYSOP
                                                              Account and the Stock
                                                              Bonus
                                                              Account are held in
                                                              the CenturyTel, Inc.
                                                              Employee Stock Ownership
                                                              Trust II (the
“ESOP Trusts”). The Trustee of the
                                                              ESOP Trusts is Sterne,
                                                              Agee & Leach,
                                                              Inc..

                                                             

                                                            10.3  Investment
                                                              Diversification. 
                                                              Each
                                                              Participant in the
                                                              Plan is permitted to
                                                              diversify the investment
                                                              of 100% of his
                                                              ESOP Account, Stock
                                                              Bonus Account, and
                                                              PAYSOP Account at any
                                                              time. The net cash
                                                              proceeds realized from
                                                              the sale by the Plan
                                                              of the shares of Company
                                                              Stock for
                                                              which diversification
                                                              is elected shall be
                                                              transferred to the
                                                              Participant’s ESOP
                                                              Transfer Account and
                                                              invested in the Investment
                                                              Options designated.

                                                             

                                                            10.4  Company
                                                              Stock Distributions. 

                                                            

                                                              
                                                                	 	
                                                                        (a)

                                                                      	
                                                                        Notwithstanding
                                                                          the provisions
                                                                          of Article
                                                                          VII, distributions
                                                                          of Company
                                                                          Stock from
                                                                          Participants’
ESOP Account,
                                                                          Stock Bonus
                                                                          Account,
                                                                          and PAYSOP
                                                                          Account
                                                                          shall
                                                                          be made
                                                                          in accordance
                                                                          with this
                                                                          Section
                                                                          10.4, unless
                                                                          the application
                                                                          of
                                                                          Article
                                                                          VII would
                                                                          result
                                                                          in an earlier
                                                                          distribution
                                                                          date.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (b)

                                                                      	
                                                                        Unless
                                                                          the Participant
                                                                          (or his
                                                                          beneficiary,
                                                                          if the
                                                                          Participant
                                                                          is deceased)
                                                                          elects
                                                                          otherwise,
                                                                          if a Participant
                                                                          retires,
                                                                          dies or
                                                                          becomes
                                                                          disabled
                                                                          while
                                                                          employed
                                                                          by the
                                                                          Employer,
                                                                          distribution
                                                                          of Company
                                                                          Stock in
                                                                          his ESOP
                                                                          Account,
                                                                          Stock Bonus
                                                                          Account,
                                                                          and PAYSOP
                                                                          Account
                                                                          will be
                                                                          made or
                                                                          commenced
                                                                          as soon
                                                                          as practicable
                                                                          following
                                                                          the date
                                                                          on which
                                                                          the Participant
                                                                          retires,
                                                                          dies or
                                                                          becomes
                                                                          disabled,
                                                                          but not
                                                                          later than
                                                                          the sixtieth
                                                                          (60th)
                                                                          day next
                                                                          following
                                                                          the close
                                                                          of the
                                                                          Plan Year
                                                                          during
                                                                          which the
                                                                          Participant
                                                                          retires,
                                                                          dies or
                                                                          becomes
                                                                          disabled.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (c)

                                                                      	
                                                                        Unless
                                                                          the Participant
                                                                          elects
                                                                          otherwise,
                                                                          upon termination
                                                                          of employment
                                                                          of the
                                                                          Participant
                                                                          with the
                                                                          Employer
                                                                          for reasons
                                                                          other than
                                                                          retirement,
                                                                          death or
                                                                          disability,
                                                                          distribution
                                                                          of Company
                                                                          Stock in
                                                                          his ESOP
                                                                          Account,
                                                                          Stock Bonus
                                                                          Account,
                                                                          and PAYSOP
                                                                          Account
                                                                          will be
                                                                          made not
                                                                          later than
                                                                          the later
                                                                          of:
                                                                          

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (1)

                                                                      	
                                                                        one
                                                                          (1) year
                                                                          after the
                                                                          close of
                                                                          the Plan
                                                                          Year which
                                                                          is the
                                                                          fifth (5th)
                                                                          Plan
                                                                          Year following
                                                                          the Plan
                                                                          Year in
                                                                          which his
                                                                          employment
                                                                          terminates,
                                                                          unless
                                                                          the Participant
                                                                          is reemployed
                                                                          by the
                                                                          Employer
                                                                          before
                                                                          the end
                                                                          of such
                                                                          year;
                                                                          or 

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (2)

                                                                      	
                                                                        the
                                                                          sixtieth
                                                                          (60th)
                                                                          day following
                                                                          the end
                                                                          of the
                                                                          Plan Year
                                                                          in which
                                                                          the
                                                                          Participant
                                                                          attains
                                                                          Normal
                                                                          Retirement
                                                                          Age.

                                                                      


                                                              

                                                               

                                                              
                                                                	 	
                                                                        (d)

                                                                      	
                                                                        Any
                                                                          distribution
                                                                          hereunder
                                                                          shall comply
                                                                          with the
                                                                          consent
                                                                          requirements
                                                                          contained
                                                                          in Section
                                                                          7.7.

                                                                      


                                                              

                                                              

                                                                10.5  Optional
                                                                  Methods of Payment
                                                                  Available at Retirement. 
                                                                  Upon actual retirement
                                                                  at or after age
                                                                  55 (“Normal Retirement
                                                                  Date”), a
                                                                  Participant shall
                                                                  be entitled to
                                                                  receive the full
                                                                  amount credited
                                                                  to his ESOP
                                                                  Account as of the
                                                                  Valuation Date
                                                                  immediately preceding
                                                                  the month in which
                                                                  payment is to be
                                                                  made, which amount
                                                                  shall be paid to
                                                                  the Participant
                                                                  in one lump
                                                                  sum within the
                                                                  later of: (i) sixty
                                                                  (60) days after
                                                                  the close of the
                                                                  Plan Year in
                                                                  which the Participant
                                                                  retires, or (ii)
                                                                  sixty (60) days
                                                                  after the distributable
                                                                  amount has been
                                                                  determined, unless
                                                                  prior to the date
                                                                  of his retirement
                                                                  he
                                                                  elects, in the
                                                                  manner prescribed
                                                                  by the Committee,
                                                                  any one of the
                                                                  following
                                                                  method or methods:

                                                                

                                                                  
                                                                    	 	
                                                                            (a)

                                                                          	
                                                                            Payment
                                                                              of
                                                                              the
                                                                              entire
                                                                              amount
                                                                              of
                                                                              the
                                                                              Participant’s Account
                                                                              in
                                                                              one
                                                                              lump
                                                                              sum
                                                                              at
                                                                              some
                                                                              future
                                                                              date,
                                                                              not
                                                                              later
                                                                              than
                                                                              one
                                                                              year
                                                                              after
                                                                              Normal
                                                                              Retirement
                                                                              Date;

                                                                          


                                                                  

                                                                   

                                                                  
                                                                    	 	
                                                                            (b)

                                                                          	
                                                                            Payment
                                                                              in
                                                                              substantially
                                                                              equal
                                                                              annual,
                                                                              quarterly
                                                                              or
                                                                              monthly
                                                                              installments
                                                                              (including
                                                                              net
                                                                              investment
                                                                              income,
                                                                              gain
                                                                              or
                                                                              loss)
                                                                              until
                                                                              the
                                                                              value
                                                                              of
                                                                              such
                                                                              Participant’s ESOP
                                                                              Account
                                                                              is
                                                                              exhausted.
                                                                              Unless
                                                                              the
                                                                              Participant
                                                                              elects
                                                                              otherwise,
                                                                              the
                                                                              payment
                                                                              period
                                                                              for
                                                                              a Participant’s ESOP
                                                                              Account
                                                                              shall
                                                                              not
                                                                              exceed
                                                                              five
                                                                              (5)
                                                                              years.
                                                                              This
                                                                              five
                                                                              (5)
                                                                              year
                                                                              payment
                                                                              period
                                                                              for
                                                                              ESOP
                                                                              Accounts
                                                                              shall
                                                                              be
                                                                              extended
                                                                              by
                                                                              one
                                                                              (1)
                                                                              year,
                                                                              up
                                                                              to
                                                                              five
                                                                              (5)
                                                                              additional
                                                                              years,
                                                                              for
                                                                              each
                                                                              $100,000
                                                                              (or
                                                                              fraction
                                                                              thereof)
                                                                              by
                                                                              which
                                                                              such
                                                                              Participant’s Account
                                                                              balance
                                                                              exceeds
                                                                              $500,000
                                                                              (the
                                                                              dollar
                                                                              amounts
                                                                              herein
                                                                              are
                                                                              subject
                                                                              to
                                                                              cost
                                                                              of
                                                                              living
                                                                              adjustments
                                                                              prescribed
                                                                              by
                                                                              the
                                                                              Secretary
                                                                              of
                                                                              the
                                                                              Treasury;
                                                                              for
                                                                              the
                                                                              2006
                                                                              Plan
                                                                              Year
                                                                              these
                                                                              amounts
                                                                              are
                                                                              $175,000
                                                                              and
                                                                              $885,000,
                                                                              and
                                                                              for
                                                                              the
                                                                              2007
                                                                              Plan
                                                                              Year
                                                                              these
                                                                              amounts
                                                                              are
                                                                              $180,000
                                                                              and
                                                                              $915,000
                                                                              respectively);
                                                                              or

                                                                          


                                                                  

                                                                   

                                                                  
                                                                    	 	
                                                                            (c)

                                                                          	
                                                                            Any
                                                                              combination
                                                                              of
                                                                              the
                                                                              foregoing.

                                                                          


                                                                  

                                                                   


                                                                  Notwithstanding
                                                                    anything contained
                                                                    in this Section
                                                                    10.5, lump sum,
                                                                    installment or
                                                                    any other
                                                                    benefits may
                                                                    not be paid directly
                                                                    from the Plan
                                                                    in any form of
                                                                    a life annuity
                                                                    or
                                                                    through the distribution
                                                                    of property in
                                                                    any form of a
                                                                    life annuity.

                                                                   

                                                                  In
                                                                    addition, if
                                                                    the Participant’s spouse is not
                                                                    the designated
                                                                    beneficiary,
                                                                    the
                                                                    method of distribution
                                                                    selected must
                                                                    assure that at
                                                                    least fifty percent
                                                                    (50%) of
                                                                    the present value
                                                                    of the amount
                                                                    available for
                                                                    distribution
                                                                    is paid within
                                                                    the
                                                                    life expectancy
                                                                    of the Participant.


                                                                   

                                                                  All
                                                                    distributions
                                                                    required under
                                                                    this Section
                                                                    shall be determined
                                                                    and made in
                                                                    accordance with
                                                                    Section 7.5.
                                                                    Any distribution
                                                                    under this Section
                                                                    10.5 shall
                                                                    comply with the
                                                                    consent requirements
                                                                    contained in
                                                                    Section 7.7.

                                                                   

                                                                  10.6  Payment
                                                                    in Shares or
                                                                    Cash.
                                                                    Any
                                                                    distributions
                                                                    from an ESOP
                                                                    Account, Stock
                                                                    Bonus Account,
                                                                    and PAYSOP Account
                                                                    shall be made in cash
                                                                    unless the Participant
                                                                    elects to receive
                                                                    the value of
                                                                    such Accounts
                                                                    in the form of
                                                                    Company Stock.
                                                                    Any distributions
                                                                    of Company Stock
                                                                    from the ESOP
                                                                    Account, Stock
                                                                    Bonus Account,
                                                                    and PAYSOP Account
                                                                    shall be make
                                                                    by
                                                                    distributing
                                                                    whole shares
                                                                    of Company Stock,
                                                                    as determined
                                                                    by the Trustee
                                                                    of ESOP
                                                                    Trusts I and
                                                                    II, at the market
                                                                    value of such
                                                                    shares on a national
                                                                    securities
                                                                    exchange or a
                                                                    national quotation
                                                                    system, with
                                                                    the value of
                                                                    any fractional
                                                                    shares
                                                                    paid in cash.

                                                                   

                                                                  10.7  Dividends.
                                                                    Cash
                                                                    dividends on
                                                                    shares of Company
                                                                    Stock allocated
                                                                    to Accounts of
                                                                    Participants
                                                                    who
                                                                    are entitled
                                                                    to receive distributions
                                                                    from the Plan
                                                                    may be paid to
                                                                    Participants
                                                                    currently, or
                                                                    at such time
                                                                    as payment is
                                                                    otherwise due
                                                                    under Article
                                                                    VII, as
                                                                    determined in
                                                                    the sole discretion
                                                                    of the Committee,
                                                                    exercised in
                                                                    a uniform and
                                                                    nondiscriminatory
                                                                    manner.

                                                                  

                                                                    ARTICLE
                                                                      XI

                                                                    VOTING
                                                                      PROVISIONS

                                                                    

                                                                      11.1  Voting
                                                                        Rights of
                                                                        Company Stock.
                                                                        Each
                                                                        Participant,
                                                                        including
                                                                        their beneficiaries
                                                                        and alternate
                                                                        payees (individually,
                                                                        “Participant” and collectively,
“Participants”) is, for
                                                                        purposes
                                                                        of this
                                                                        Section,
                                                                        hereby designated
                                                                        a “named fiduciary” within the
                                                                        meaning of
                                                                        ERISA
                                                                        Section 403(a)(1)
                                                                        and shall
                                                                        be entitled
                                                                        to direct
                                                                        the Plan
                                                                        and Trustee
                                                                        as to the
                                                                        manner in
                                                                        which Company
                                                                        Stock allocated
                                                                        to such Participant’s accounts
                                                                        is to be
                                                                        voted on
                                                                        each matter
                                                                        brought before
                                                                        an annual
                                                                        or special
                                                                        stockholders’ meeting
                                                                        of the Company.
                                                                        Company Stock
                                                                        may be held
                                                                        in different
                                                                        accounts,
                                                                        including
                                                                        the
                                                                        ESOP Accounts,
                                                                        PAYSOP Accounts
                                                                        and Stock
                                                                        Bonus Accounts.
                                                                        Company Stock
                                                                        allocated
                                                                        to ESOP Accounts
                                                                        shall be
                                                                        voted as
                                                                        provided
                                                                        below by
                                                                        the Trustee
                                                                        of CenturyTel
                                                                        Employer
                                                                        Stock Ownership
                                                                        Trust I.
                                                                        Company Stock
                                                                        allocated
                                                                        to Stock
                                                                        Bonus
                                                                        Accounts
                                                                        and PAYSOP
                                                                        accounts
                                                                        shall be
                                                                        voted as
                                                                        provided
                                                                        below by
                                                                        the Trustee
                                                                        of
                                                                        CenturyTel
                                                                        Employer
                                                                        Stock Ownership
                                                                        Trust II.
                                                                        Company Stock
                                                                        allocated
                                                                        to all
                                                                        other accounts
                                                                        in the Plan
                                                                        shall be
                                                                        voted as
                                                                        provided
                                                                        below by
                                                                        the Trustee
                                                                        of
                                                                        the Dollars
& Sense Trust.


                                                                       

                                                                      The
                                                                        Committee
                                                                        shall determine
                                                                        the total
                                                                        number of
                                                                        shares of
                                                                        Company Stock
                                                                        allocated
                                                                        to each Participant’s accounts
                                                                        as of the
                                                                        record date
                                                                        and such
                                                                        shares shall
                                                                        be
                                                                        voted in
                                                                        accordance
                                                                        with directions
                                                                        of such Participant.
                                                                        Upon timely
                                                                        receipt of
                                                                        such directions,
                                                                        the Trustee
                                                                        shall on
                                                                        each such
                                                                        matter, vote
                                                                        as directed
                                                                        the
                                                                        number of
                                                                        votes attributable
                                                                        to such Participant.

                                                                       

                                                                      The
                                                                        number of
                                                                        votes attributable
                                                                        to each Participant
                                                                        shall be
                                                                        determined
                                                                        as
                                                                        follows:

                                                                      

                                                                        
                                                                          	 	
                                                                                  (a)

                                                                                	
                                                                                  First,
                                                                                    the
                                                                                    total
                                                                                    number
                                                                                    of
                                                                                    votes
                                                                                    attributable
                                                                                    to
                                                                                    Company
                                                                                    Stock
                                                                                    held
                                                                                    in
                                                                                    a
                                                                                    Trust
                                                                                    shall
                                                                                    be
                                                                                    determined;

                                                                                


                                                                        

                                                                         

                                                                        
                                                                          	 	
                                                                                  (b)

                                                                                	
                                                                                  Second,
                                                                                    the
                                                                                    number
                                                                                    of
                                                                                    votes
                                                                                    determined
                                                                                    under
                                                                                    (a),
                                                                                    above,
                                                                                    shall
                                                                                    be
                                                                                    attributed
                                                                                    to
                                                                                    each
                                                                                    Participant,
                                                                                    in
                                                                                    the
                                                                                    ratio
                                                                                    which
                                                                                    the
                                                                                    number
                                                                                    of
                                                                                    shares
                                                                                    of
                                                                                    Company
                                                                                    Stock
                                                                                    allocated
                                                                                    to
                                                                                    such
                                                                                    Participant’s
                                                                                    accounts
                                                                                    in
                                                                                    a
                                                                                    Trust
                                                                                    as
                                                                                    of
                                                                                    the
                                                                                    record
                                                                                    date
                                                                                    bears
                                                                                    to
                                                                                    the
                                                                                    total
                                                                                    number
                                                                                    of
                                                                                    shares
                                                                                    of
                                                                                    Company
                                                                                    Stock
                                                                                    held
                                                                                    in
                                                                                    a
                                                                                    Trust
                                                                                    as
                                                                                    of
                                                                                    such
                                                                                    date.

                                                                                


                                                                        

                                                                         


                                                                        Each
                                                                          Participant,
                                                                          as a named
                                                                          fiduciary,
                                                                          shall be
                                                                          entitled
                                                                          to separately
                                                                          direct
                                                                          the
                                                                          vote of
                                                                          a portion
                                                                          of the
                                                                          number
                                                                          of votes
                                                                          with respect
                                                                          to which
                                                                          a signed
                                                                          voting-direction
                                                                          instrument
                                                                          is not
                                                                          timely
                                                                          received
                                                                          from other
                                                                          Participants
                                                                          in a
                                                                          Trust (“Undirected
                                                                          Votes”). Such
                                                                          direction
                                                                          with respect
                                                                          to each
                                                                          Participant
                                                                          who
                                                                          timely
                                                                          elects
                                                                          to direct
                                                                          the vote
                                                                          of Undirected
                                                                          Votes in
                                                                          a Trust
                                                                          as a named
                                                                          fiduciary
                                                                          shall be
                                                                          with respect
                                                                          to a number
                                                                          of Undirected
                                                                          Votes in
                                                                          a Trust
                                                                          equal
                                                                          to the
                                                                          total number
                                                                          of Undirected
                                                                          Votes in
                                                                          a Trust
                                                                          multiplied
                                                                          by a fraction,
                                                                          the
                                                                          numerator
                                                                          of which
                                                                          is the
                                                                          total number
                                                                          of votes
                                                                          attributable
                                                                          to such
                                                                          Participant
                                                                          in a Trust
                                                                          and the
                                                                          denominator
                                                                          of which
                                                                          is the
                                                                          total number
                                                                          of votes
                                                                          attributable
                                                                          to all
                                                                          Participants
                                                                          who timely
                                                                          elect to
                                                                          vote Undirected
                                                                          Votes as
                                                                          a
                                                                          named fiduciary
                                                                          in a Trust.

                                                                        

                                                                          1.1  Responding
                                                                            to Tender
                                                                            and Exchange
                                                                            Offers.
                                                                            Each
                                                                            Participant
                                                                            is, for
                                                                            purposes
                                                                            of this
                                                                            Section,
                                                                            hereby
                                                                            designated
                                                                            a “named
                                                                            fiduciary”
within
                                                                            the meaning
                                                                            of Section
                                                                            403(a)(1)
                                                                            of ERISA
                                                                            and shall
                                                                            have
                                                                            the
                                                                            right,
                                                                            to the
                                                                            extent
                                                                            of the
                                                                            number
                                                                            of shares
                                                                            of Company
                                                                            Stock
                                                                            allocated
                                                                            to the
                                                                            Participant’s accounts
                                                                            in the
                                                                            Trust,
                                                                            to direct
                                                                            the Trustee
                                                                            in writing
                                                                            as to
                                                                            the
                                                                            manner
                                                                            in which
                                                                            to respond
                                                                            to such
                                                                            tender
                                                                            or exchange
                                                                            offer
                                                                            with
                                                                            respect
                                                                            to
                                                                            shares
                                                                            of Company
                                                                            Stock.
                                                                            The Committee
                                                                            shall
                                                                            use its
                                                                            best
                                                                            efforts
                                                                            to timely
                                                                            distribute
                                                                            or cause
                                                                            to be
                                                                            distributed
                                                                            to each
                                                                            Participant
                                                                            such
                                                                            information
                                                                            as
                                                                            will
                                                                            be distributed
                                                                            to stockholders
                                                                            of the
                                                                            Company
                                                                            in connection
                                                                            with
                                                                            any such
                                                                            tender
                                                                            or exchange
                                                                            offer.
                                                                            Upon
                                                                            timely
                                                                            receipt
                                                                            of such
                                                                            instructions,
                                                                            the Trustee
                                                                            shall
                                                                            respond
                                                                            as instructed
                                                                            with
                                                                            respect
                                                                            to shares
                                                                            of Common
                                                                            Stock
                                                                            in the
                                                                            Trust
                                                                            allocated
                                                                            to such
                                                                            Participant’s accounts.
                                                                            If the
                                                                            Trustee
                                                                            shall
                                                                            not receive
                                                                            timely
                                                                            instructions
                                                                            from
                                                                            a Participant
                                                                            as to
                                                                            the manner
                                                                            in which
                                                                            to respond
                                                                            to
                                                                            such
                                                                            a tender
                                                                            or exchange
                                                                            offer,
                                                                            the Trustee
                                                                            shall
                                                                            not tender
                                                                            or exchange
                                                                            any
                                                                            shares
                                                                            of Company
                                                                            Stock
                                                                            held
                                                                            in the
                                                                            Participant’s account.
                                                                            In effecting
                                                                            the
                                                                            foregoing,
                                                                            to the
                                                                            extent
                                                                            possible,
                                                                            the Trustee
                                                                            shall
                                                                            tender
                                                                            or exchange
                                                                            shares
                                                                            of Company
                                                                            Stock
                                                                            entitled
                                                                            to one
                                                                            vote
                                                                            per share
                                                                            prior
                                                                            to shares
                                                                            of Company
                                                                            Stock
                                                                            having
                                                                            greater
                                                                            than
                                                                            one vote
                                                                            per share.

                                                                           

                                                                          1.2  Confidentiality.
                                                                            Any
                                                                            instructions
                                                                            received
                                                                            by the
                                                                            Trustee
                                                                            from
                                                                            Participants
                                                                            (or,
                                                                            if applicable,
                                                                            Beneficiaries)
                                                                            pursuant
                                                                            to this
                                                                            Article
                                                                            XI shall
                                                                            be held
                                                                            by the
                                                                            Trustee
                                                                            in
                                                                            strict
                                                                            confidence
                                                                            and no
                                                                            officer
                                                                            or Employee
                                                                            of the
                                                                            Company
                                                                            or an
                                                                            Affiliated
                                                                            Employer
                                                                            shall
                                                                            ask the
                                                                            Trustee
                                                                            to divulge
                                                                            or release
                                                                            such
                                                                            instructions
                                                                            to any
                                                                            officer
                                                                            or Employee
                                                                            of the
                                                                            Company
                                                                            or Affiliated
                                                                            Employer;
                                                                            provided,
                                                                            however,
                                                                            that
                                                                            to the
                                                                            extent
                                                                            necessary
                                                                            for the
                                                                            operation
                                                                            of the
                                                                            Plan,
                                                                            such
                                                                            instructions
                                                                            may be
                                                                            relayed
                                                                            by the
                                                                            Trustee
                                                                            to a
                                                                            recordkeeper,
                                                                            auditor
                                                                            or other
                                                                            person
                                                                            providing
                                                                            services
                                                                            to the
                                                                            Plan
                                                                            if such
                                                                            person
                                                                            (1) is
                                                                            not the
                                                                            Company,
                                                                            an
                                                                            Affiliated
                                                                            Employer
                                                                            or any
                                                                            Employee,
                                                                            officer
                                                                            or director
                                                                            thereof,
                                                                            and (2)
                                                                            agrees
                                                                            not to
                                                                            divulge
                                                                            such
                                                                            directions
                                                                            to any
                                                                            other
                                                                            person,
                                                                            including
                                                                            Employees,
                                                                            officers
                                                                            and directors
                                                                            of the
                                                                            Company
                                                                            and its
                                                                            Affiliated
                                                                            Employers.

                                                                           


                                                                          ARTICLE
                                                                            XII

                                                                          TOP
                                                                            HEAVY
                                                                            PROVISIONS

                                                                          

                                                                            12.1  Applicability. 
                                                                              Notwithstanding
                                                                              any
                                                                              other
                                                                              provisions
                                                                              of
                                                                              the
                                                                              Plan
                                                                              if
                                                                              for
                                                                              any
                                                                              Plan
                                                                              Year
                                                                              the
                                                                              Plan
                                                                              becomes
                                                                              a Top
                                                                              Heavy
                                                                              Plan,
                                                                              the
                                                                              requirements
                                                                              of
                                                                              this
                                                                              Article
                                                                              XII
                                                                              of
                                                                              the
                                                                              Plan
                                                                              shall
                                                                              be
                                                                              applied
                                                                              for
                                                                              such
                                                                              Plan
                                                                              Year.

                                                                             

                                                                            12.2  Definitions. 
                                                                              The
                                                                              following
                                                                              terms
                                                                              shall
                                                                              have
                                                                              the
                                                                              following
                                                                              meanings
                                                                              in
                                                                              the
                                                                              determination
                                                                              of
                                                                              whether
                                                                              or
                                                                              not
                                                                              the
                                                                              Plan
                                                                              is
                                                                              a Top
                                                                              Heavy
                                                                              Plan:

                                                                            

                                                                              
                                                                                	 	
                                                                                        (a)

                                                                                      	
                                                                                        Determination
                                                                                          Date.
                                                                                          The
                                                                                          term
“Determination
                                                                                          Date”
means,
                                                                                          with
                                                                                          respect
                                                                                          to
                                                                                          any
                                                                                          Plan
                                                                                          Year,
                                                                                          the
                                                                                          last
                                                                                          day
                                                                                          of
                                                                                          the
                                                                                          preceding
                                                                                          Plan
                                                                                          Year,
                                                                                          or
                                                                                          in
                                                                                          case
                                                                                          of
                                                                                          the
                                                                                          first
                                                                                          Plan
                                                                                          Year,
                                                                                          the
                                                                                          last
                                                                                          day
                                                                                          of
                                                                                          such
                                                                                          year.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (b)

                                                                                      	
                                                                                        Employer.
                                                                                          The
                                                                                          Employer
                                                                                          who
                                                                                          adopted
                                                                                          this
                                                                                          Plan
                                                                                          and
                                                                                          any
                                                                                          other
                                                                                          Employer
                                                                                          some
                                                                                          or
                                                                                          all
                                                                                          of
                                                                                          whose
                                                                                          Employees
                                                                                          participate
                                                                                          in
                                                                                          this
                                                                                          Plan
                                                                                          or
                                                                                          in
                                                                                          a
                                                                                          retirement
                                                                                          plan
                                                                                          which
                                                                                          is
                                                                                          aggregated
                                                                                          with
                                                                                          this
                                                                                          Plan
                                                                                          as
                                                                                          part
                                                                                          of
                                                                                          a
                                                                                          permissive
                                                                                          or
                                                                                          required
                                                                                          aggregation
                                                                                          group.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (c)

                                                                                      	
                                                                                        Employer
                                                                                          Group.
                                                                                          A
                                                                                          group
                                                                                          of
                                                                                          Employers
                                                                                          who,
                                                                                          for
                                                                                          purposes
                                                                                          of
                                                                                          Section
                                                                                          416
                                                                                          of
                                                                                          the
                                                                                          Code,
                                                                                          are
                                                                                          treated
                                                                                          as
                                                                                          a
                                                                                          single
                                                                                          Employer
                                                                                          under
                                                                                          Section
                                                                                          414(b),
                                                                                          (c)
                                                                                          or
                                                                                          (m)
                                                                                          of
                                                                                          the
                                                                                          Code.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (d)

                                                                                      	
                                                                                        Key
                                                                                          Employee.
                                                                                          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
                                                                                          Code
                                                                                          Section
                                                                                          416(i)(1)),
                                                                                          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
                                                                                          Code
                                                                                          Section
                                                                                          415(c)(3).
                                                                                          The
                                                                                          determination
                                                                                          of
                                                                                          who
                                                                                          is
                                                                                          a
                                                                                          Key
                                                                                          Employee
                                                                                          will
                                                                                          be
                                                                                          made
                                                                                          in
                                                                                          accordance
                                                                                          with
                                                                                          Code
                                                                                          Section
                                                                                          416(i)(1)
                                                                                          and
                                                                                          the
                                                                                          applicable
                                                                                          regulations
                                                                                          and
                                                                                          other
                                                                                          guidance
                                                                                          of
                                                                                          general
                                                                                          applicability
                                                                                          issued
                                                                                          thereunder.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (e)

                                                                                      	
                                                                                        Non-Key
                                                                                          Employee.
                                                                                          Any
                                                                                          Employee
                                                                                          or
                                                                                          former
                                                                                          Employee
                                                                                          (or
                                                                                          Beneficiaries
                                                                                          of
                                                                                          such
                                                                                          Employee)
                                                                                          who
                                                                                          is
                                                                                          not
                                                                                          considered
                                                                                          to
                                                                                          be
                                                                                          a
                                                                                          Key
                                                                                          Employee.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (f)

                                                                                      	
                                                                                        Permissive
                                                                                          Aggregation
                                                                                          Group.
                                                                                          The
                                                                                          Committee
                                                                                          may
                                                                                          treat
                                                                                          any
                                                                                          plan
                                                                                          not
                                                                                          required
                                                                                          to
                                                                                          be
                                                                                          included
                                                                                          in
                                                                                          the
                                                                                          Required
                                                                                          Aggregation
                                                                                          Group
                                                                                          as
                                                                                          defined
                                                                                          herein
                                                                                          as
                                                                                          being
                                                                                          part
                                                                                          of
                                                                                          such
                                                                                          group
                                                                                          if
                                                                                          the
                                                                                          group
                                                                                          would
                                                                                          continue
                                                                                          to
                                                                                          satisfy
                                                                                          the
                                                                                          requirements
                                                                                          of
                                                                                          Sections
                                                                                          401(a)(4)
                                                                                          and
                                                                                          410
                                                                                          of
                                                                                          the
                                                                                          Code
                                                                                          with
                                                                                          such
                                                                                          plan
                                                                                          being
                                                                                          taken
                                                                                          into
                                                                                          account.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (g)

                                                                                      	
                                                                                        Required
                                                                                          Aggregation
                                                                                          Group.
                                                                                          (1)
                                                                                          Each
                                                                                          qualified
                                                                                          plan
                                                                                          of
                                                                                          the
                                                                                          Employer
                                                                                          in
                                                                                          which
                                                                                          at
                                                                                          least
                                                                                          one
                                                                                          Key
                                                                                          Employee
                                                                                          participates
                                                                                          or
                                                                                          participated
                                                                                          at
                                                                                          any
                                                                                          time
                                                                                          during
                                                                                          the
                                                                                          determination
                                                                                          period
                                                                                          (regardless
                                                                                          of
                                                                                          whether
                                                                                          the
                                                                                          plan
                                                                                          has
                                                                                          terminated),
                                                                                          and
                                                                                          (2)
                                                                                          any
                                                                                          other
                                                                                          qualified
                                                                                          plan
                                                                                          of
                                                                                          the
                                                                                          Employer
                                                                                          which
                                                                                          enables
                                                                                          a
                                                                                          plan
                                                                                          described
                                                                                          in
                                                                                          (1)
                                                                                          to
                                                                                          meet
                                                                                          the
                                                                                          requirements
                                                                                          of
                                                                                          Section
                                                                                          401(a)(4)
                                                                                          or
                                                                                          410
                                                                                          of
                                                                                          the
                                                                                          Code.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (h)

                                                                                      	
                                                                                        Top
                                                                                          Heavy
                                                                                          Plan.
                                                                                          For
                                                                                          any
                                                                                          Plan
                                                                                          Year,
                                                                                          this
                                                                                          Plan
                                                                                          is
                                                                                          Top
                                                                                          Heavy
                                                                                          if
                                                                                          any
                                                                                          of
                                                                                          the
                                                                                          following
                                                                                          conditions
                                                                                          exist:


                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (1)

                                                                                      	
                                                                                        If
                                                                                          the
                                                                                          Top
                                                                                          Heavy
                                                                                          Ratio
                                                                                          for
                                                                                          this
                                                                                          Plan
                                                                                          exceeds
                                                                                          60%,
                                                                                          provided
                                                                                          this
                                                                                          Plan
                                                                                          is
                                                                                          not
                                                                                          part
                                                                                          of
                                                                                          any
                                                                                          required
                                                                                          aggregation
                                                                                          group
                                                                                          or
                                                                                          permissive
                                                                                          aggregation
                                                                                          group
                                                                                          of
                                                                                          plans.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (2)

                                                                                      	
                                                                                        If
                                                                                          this
                                                                                          Plan
                                                                                          is
                                                                                          a
                                                                                          part
                                                                                          of
                                                                                          a
                                                                                          required
                                                                                          aggregation
                                                                                          group
                                                                                          of
                                                                                          plans,
                                                                                          but
                                                                                          not
                                                                                          part
                                                                                          of
                                                                                          a
                                                                                          permissive
                                                                                          aggregation
                                                                                          group,
                                                                                          the
                                                                                          Top
                                                                                          Heavy
                                                                                          Ratio
                                                                                          for
                                                                                          the
                                                                                          group
                                                                                          of
                                                                                          plans
                                                                                          exceeds
                                                                                          60%.

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                	 	
                                                                                        (3)

                                                                                      	
                                                                                        If
                                                                                          this
                                                                                          Plan
                                                                                          is
                                                                                          a
                                                                                          part
                                                                                          of
                                                                                          a
                                                                                          required
                                                                                          aggregation
                                                                                          group
                                                                                          and
                                                                                          part
                                                                                          of
                                                                                          a
                                                                                          permissive
                                                                                          aggregation
                                                                                          group
                                                                                          of
                                                                                          plans
                                                                                          and
                                                                                          the
                                                                                          Top
                                                                                          Heavy
                                                                                          Ratio
                                                                                          for
                                                                                          the
                                                                                          entire
                                                                                          group
                                                                                          exceeds
                                                                                          60%.

                                                                                      


                                                                              

                                                                              

                                                                                
                                                                                  	 	
                                                                                          (i)

                                                                                        	
                                                                                          Top
                                                                                            Heavy
                                                                                            Ratio.

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (1)

                                                                                        	
                                                                                          If
                                                                                            the
                                                                                            Employer
                                                                                            maintains
                                                                                            one
                                                                                            or
                                                                                            more
                                                                                            defined
                                                                                            contribution
                                                                                            plans
                                                                                            (including
                                                                                            any
                                                                                            Simplified
                                                                                            Employee
                                                                                            Pension
                                                                                            Plan)
                                                                                            and
                                                                                            the
                                                                                            Employer
                                                                                            has
                                                                                            not
                                                                                            maintained
                                                                                            any
                                                                                            defined
                                                                                            benefit
                                                                                            plan
                                                                                            which
                                                                                            during
                                                                                            the
                                                                                            5-year
                                                                                            period
                                                                                            ending
                                                                                            on
                                                                                            the
                                                                                            determination
                                                                                            date(s)
                                                                                            has
                                                                                            or
                                                                                            has
                                                                                            had
                                                                                            Accrued
                                                                                            Benefits,
                                                                                            the
                                                                                            Top
                                                                                            Heavy
                                                                                            Ratio
                                                                                            for
                                                                                            this
                                                                                            Plan
                                                                                            alone
                                                                                            or
                                                                                            for
                                                                                            the
                                                                                            required
                                                                                            or
                                                                                            permissible
                                                                                            aggregation
                                                                                            group
                                                                                            as
                                                                                            appropriate
                                                                                            is
                                                                                            a
                                                                                            fraction,
                                                                                            the
                                                                                            numerator
                                                                                            of
                                                                                            which
                                                                                            is
                                                                                            the
                                                                                            sum
                                                                                            of
                                                                                            the
                                                                                            account
                                                                                            balances
                                                                                            of
                                                                                            all
                                                                                            Key
                                                                                            Employees
                                                                                            as
                                                                                            of
                                                                                            the
                                                                                            determination
                                                                                            date(s)
                                                                                            and
                                                                                            the
                                                                                            denominator
                                                                                            of
                                                                                            which
                                                                                            is
                                                                                            the
                                                                                            sum
                                                                                            of
                                                                                            all
                                                                                            account
                                                                                            balances
                                                                                            for
                                                                                            all
                                                                                            Participants,
                                                                                            both
                                                                                            computed
                                                                                            in
                                                                                            accordance
                                                                                            with
                                                                                            Section
                                                                                            416
                                                                                            of
                                                                                            the
                                                                                            Code
                                                                                            and
                                                                                            the
                                                                                            regulations
                                                                                            thereunder.
                                                                                            Both
                                                                                            the
                                                                                            numerator
                                                                                            and
                                                                                            denominator
                                                                                            of
                                                                                            the
                                                                                            Top
                                                                                            Heavy
                                                                                            Ratio
                                                                                            are
                                                                                            increased
                                                                                            to
                                                                                            reflect
                                                                                            any
                                                                                            contribution
                                                                                            not
                                                                                            actually
                                                                                            made
                                                                                            as
                                                                                            of
                                                                                            the
                                                                                            determination
                                                                                            date,
                                                                                            but
                                                                                            which
                                                                                            is
                                                                                            required
                                                                                            to
                                                                                            be
                                                                                            taken
                                                                                            into
                                                                                            account
                                                                                            on
                                                                                            that
                                                                                            date
                                                                                            under
                                                                                            Section
                                                                                            416
                                                                                            of
                                                                                            the
                                                                                            Code
                                                                                            and
                                                                                            the
                                                                                            regulations
                                                                                            thereunder.
                                                                                            

                                                                                        


                                                                                

                                                                                 

                                                                                The
                                                                                  present
                                                                                  value
                                                                                  of
                                                                                  accrued
                                                                                  benefits
                                                                                  and
                                                                                  the
                                                                                  sum
                                                                                  of
                                                                                  all
                                                                                  account
                                                                                  balances
                                                                                  shall
                                                                                  be
                                                                                  increased
                                                                                  by
                                                                                  the
                                                                                  aggregate
                                                                                  distribution
                                                                                  made
                                                                                  with
                                                                                  respect
                                                                                  to
                                                                                  an
                                                                                  Employer
                                                                                  in
                                                                                  the
                                                                                  1-year
                                                                                  period
                                                                                  ending
                                                                                  on
                                                                                  the
                                                                                  determination
                                                                                  date;
                                                                                  however,
                                                                                  substitute
“5-year
                                                                                  period”
for
“1-year
                                                                                  period”
in
                                                                                  the
                                                                                  case
                                                                                  of
                                                                                  any
                                                                                  distribution
                                                                                  by
                                                                                  reason
                                                                                  other
                                                                                  than
                                                                                  severance
                                                                                  from
                                                                                  employment,
                                                                                  death,
                                                                                  or
                                                                                  disability).


                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (2)

                                                                                        	
                                                                                          If
                                                                                            the
                                                                                            Employer
                                                                                            maintains
                                                                                            one
                                                                                            or
                                                                                            more
                                                                                            defined
                                                                                            contribution
                                                                                            plans
                                                                                            (including
                                                                                            any
                                                                                            Simplified
                                                                                            Employee
                                                                                            Pension
                                                                                            Plan)
                                                                                            and
                                                                                            the
                                                                                            Employer
                                                                                            maintains
                                                                                            or
                                                                                            has
                                                                                            maintained
                                                                                            one
                                                                                            or
                                                                                            more
                                                                                            defined
                                                                                            benefit
                                                                                            plans
                                                                                            which
                                                                                            during
                                                                                            the
                                                                                            5-year
                                                                                            period
                                                                                            ending
                                                                                            on
                                                                                            the
                                                                                            determination
                                                                                            date(s)
                                                                                            has
                                                                                            or
                                                                                            has
                                                                                            had
                                                                                            any
                                                                                            accrued
                                                                                            benefits,
                                                                                            the
                                                                                            Top
                                                                                            Heavy
                                                                                            Ratio
                                                                                            for
                                                                                            any
                                                                                            required
                                                                                            or
                                                                                            permissive
                                                                                            aggregation
                                                                                            group
                                                                                            as
                                                                                            appropriate
                                                                                            is
                                                                                            a
                                                                                            fraction,
                                                                                            the
                                                                                            numerator
                                                                                            of
                                                                                            which
                                                                                            is
                                                                                            the
                                                                                            sum
                                                                                            of
                                                                                            account
                                                                                            balances
                                                                                            under
                                                                                            the
                                                                                            aggregated
                                                                                            defined
                                                                                            contribution
                                                                                            plan
                                                                                            or
                                                                                            plans
                                                                                            for
                                                                                            all
                                                                                            Key
                                                                                            Employees,
                                                                                            determined
                                                                                            in
                                                                                            accordance
                                                                                            with
                                                                                            paragraph
                                                                                            (1)
                                                                                            above,
                                                                                            and
                                                                                            the
                                                                                            present
                                                                                            value
                                                                                            of
                                                                                            accrued
                                                                                            benefits
                                                                                            under
                                                                                            the
                                                                                            aggregated
                                                                                            defined
                                                                                            benefit
                                                                                            plan
                                                                                            or
                                                                                            plans
                                                                                            for
                                                                                            all
                                                                                            Key
                                                                                            Employees
                                                                                            as
                                                                                            of
                                                                                            the
                                                                                            determination
                                                                                            date,
                                                                                            and
                                                                                            the
                                                                                            denominator
                                                                                            of
                                                                                            which
                                                                                            is
                                                                                            the
                                                                                            sum
                                                                                            of
                                                                                            the
                                                                                            account
                                                                                            balances
                                                                                            under
                                                                                            the
                                                                                            aggregated
                                                                                            defined
                                                                                            contribution
                                                                                            plan
                                                                                            or
                                                                                            plans
                                                                                            for
                                                                                            all
                                                                                            Participants,
                                                                                            determined
                                                                                            in
                                                                                            accordance
                                                                                            with
                                                                                            paragraph
                                                                                            (1)
                                                                                            above,
                                                                                            and
                                                                                            the
                                                                                            present
                                                                                            value
                                                                                            of
                                                                                            accrued
                                                                                            benefits
                                                                                            under
                                                                                            the
                                                                                            defined
                                                                                            benefit
                                                                                            plan
                                                                                            or
                                                                                            plans
                                                                                            for
                                                                                            all
                                                                                            Participants,
                                                                                            determined
                                                                                            in
                                                                                            accordance
                                                                                            with
                                                                                            paragraph
                                                                                            (1)
                                                                                            above,
                                                                                            and
                                                                                            the
                                                                                            present
                                                                                            value
                                                                                            of
                                                                                            accrued
                                                                                            benefits
                                                                                            under
                                                                                            the
                                                                                            defined
                                                                                            benefit
                                                                                            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
                                                                                  accrued
                                                                                  benefit
                                                                                  of
                                                                                  a
                                                                                  Non-Key
                                                                                  Employee
                                                                                  under
                                                                                  any
                                                                                  defined
                                                                                  benefit
                                                                                  plan
                                                                                  shall
                                                                                  be
                                                                                  determined
                                                                                  under
                                                                                  the
                                                                                  method,
                                                                                  if
                                                                                  any,
                                                                                  that
                                                                                  uniformly
                                                                                  applies
                                                                                  for
                                                                                  accrual
                                                                                  purposes
                                                                                  under
                                                                                  all
                                                                                  defined
                                                                                  benefit
                                                                                  plans
                                                                                  maintained
                                                                                  by
                                                                                  the
                                                                                  Employer,
                                                                                  or
                                                                                  if
                                                                                  there
                                                                                  is
                                                                                  no
                                                                                  such
                                                                                  method,
                                                                                  as
                                                                                  if
                                                                                  such
                                                                                  benefit
                                                                                  accrued
                                                                                  not
                                                                                  more
                                                                                  rapidly
                                                                                  than
                                                                                  the
                                                                                  slowest
                                                                                  accrual
                                                                                  rate
                                                                                  permitted
                                                                                  under
                                                                                  Section
                                                                                  411(b)(1)(C)
                                                                                  of
                                                                                  the
                                                                                  Code.


                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (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
                                                                                            twelve
                                                                                            (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
                                                                                            second
                                                                                            plan
                                                                                            years
                                                                                            of
                                                                                            a
                                                                                            defined
                                                                                            benefit
                                                                                            plan.
                                                                                            The
                                                                                            account
                                                                                            balances
                                                                                            and
                                                                                            accrued
                                                                                            benefits
                                                                                            of
                                                                                            a
                                                                                            Participant
                                                                                            (i)
                                                                                            who
                                                                                            is
                                                                                            a
                                                                                            Non-Key
                                                                                            Employee
                                                                                            but
                                                                                            who
                                                                                            was
                                                                                            a
                                                                                            Key
                                                                                            Employee
                                                                                            in
                                                                                            a
                                                                                            prior
                                                                                            year,
                                                                                            any
                                                                                            accrued
                                                                                            benefit
                                                                                            for
                                                                                            such
                                                                                            employee
                                                                                            (and
                                                                                            the
                                                                                            account
                                                                                            of
                                                                                            such
                                                                                            employee
                                                                                            shall
                                                                                            be
                                                                                            disregarded).


                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  	 	
                                                                                          (4)

                                                                                        	
                                                                                          The
                                                                                            accrued
                                                                                            benefits
                                                                                            and
                                                                                            accounts
                                                                                            of
                                                                                            any
                                                                                            individual
                                                                                            who
                                                                                            has
                                                                                            not
                                                                                            performed
                                                                                            services
                                                                                            during
                                                                                            the
                                                                                            1-year
                                                                                            period
                                                                                            ending
                                                                                            on
                                                                                            the
                                                                                            determination
                                                                                            date
                                                                                            shall
                                                                                            not
                                                                                            be
                                                                                            taken
                                                                                            into
                                                                                            account.
                                                                                            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.


                                                                                        


                                                                                

                                                                                

                                                                                  
                                                                                    	 	
                                                                                            (j)

                                                                                          	
                                                                                            Valuation
                                                                                              Date.
                                                                                              December
                                                                                              31
                                                                                              in
                                                                                              each
                                                                                              Plan
                                                                                              Year,
                                                                                              the
                                                                                              date
                                                                                              as
                                                                                              of
                                                                                              which
                                                                                              account
                                                                                              balances
                                                                                              or
                                                                                              Accrued
                                                                                              Benefits
                                                                                              are
                                                                                              valued
                                                                                              for
                                                                                              purposes
                                                                                              of
                                                                                              calculating
                                                                                              the
                                                                                              Top
                                                                                              Heavy
                                                                                              Ratio.

                                                                                          


                                                                                  

                                                                                   

                                                                                  
                                                                                    	 	
                                                                                            (k)

                                                                                          	
                                                                                            Present
                                                                                              Value.
                                                                                              For
                                                                                              purposes
                                                                                              of
                                                                                              establishing
                                                                                              the
                                                                                              present
                                                                                              value
                                                                                              of
                                                                                              accrued
                                                                                              benefits
                                                                                              under
                                                                                              defined
                                                                                              benefit
                                                                                              plans
                                                                                              required
                                                                                              to
                                                                                              be
                                                                                              aggregated
                                                                                              with
                                                                                              this
                                                                                              Plan
                                                                                              to
                                                                                              compute
                                                                                              the
                                                                                              Top
                                                                                              Heavy
                                                                                              Ratio,
                                                                                              any
                                                                                              benefit
                                                                                              shall
                                                                                              be
                                                                                              discounted
                                                                                              only
                                                                                              for
                                                                                              mortality
                                                                                              and
                                                                                              interest
                                                                                              based
                                                                                              on
                                                                                              the
                                                                                              mortality
                                                                                              assumptions
                                                                                              and
                                                                                              interest
                                                                                              rate
                                                                                              specified
                                                                                              in
                                                                                              such
                                                                                              defined
                                                                                              benefit
                                                                                              plan.

                                                                                          


                                                                                  

                                                                                   

                                                                                  
                                                                                    	 	
                                                                                            (l)

                                                                                          	
                                                                                            Alternative
                                                                                              Methods
                                                                                              of
                                                                                              Meeting
                                                                                              Top-Heavy
                                                                                              Requirements.
                                                                                              Effective
                                                                                              January
                                                                                              1,
                                                                                              2008,
                                                                                              the
                                                                                              term
                                                                                              Top
                                                                                              Heavy
                                                                                              Plan
                                                                                              shall
                                                                                              not
                                                                                              include
                                                                                              a
                                                                                              plan
                                                                                              which
                                                                                              consists
                                                                                              solely
                                                                                              of __.
                                                                                              

                                                                                          


                                                                                  

                                                                                  

                                                                                    
                                                                                      	 	
                                                                                              (1)

                                                                                            	
                                                                                              a
                                                                                                cash
                                                                                                or
                                                                                                deferred
                                                                                                arrangement
                                                                                                which
                                                                                                meets
                                                                                                the
                                                                                                requirements
                                                                                                of
                                                                                                Section
                                                                                                401(k)(12)
                                                                                                or
                                                                                                401(k)(13),
                                                                                                and

                                                                                            


                                                                                    

                                                                                     

                                                                                    
                                                                                      	 	
                                                                                              (2)

                                                                                            	
                                                                                              matching
                                                                                                contributions
                                                                                                with
                                                                                                respect
                                                                                                to
                                                                                                which
                                                                                                the
                                                                                                requirements
                                                                                                of
                                                                                                Section
                                                                                                401(m)(11)
                                                                                                or
                                                                                                401(m)(12)
                                                                                                are
                                                                                                met.


                                                                                            


                                                                                    

                                                                                     

                                                                                    If,
                                                                                      but
                                                                                      for
                                                                                      this
                                                                                      paragraph,
                                                                                      a
                                                                                      plan
                                                                                      would
                                                                                      be
                                                                                      treated
                                                                                      as
                                                                                      a
                                                                                      Top-Heavy
                                                                                      Plan
                                                                                      because
                                                                                      it
                                                                                      is
                                                                                      a
                                                                                      member
                                                                                      of
                                                                                      an
                                                                                      aggregation
                                                                                      group
                                                                                      which
                                                                                      is
                                                                                      a
                                                                                      top-heavy
                                                                                      group,
                                                                                      contributions
                                                                                      under
                                                                                      the
                                                                                      Plan
                                                                                      may
                                                                                      be
                                                                                      taken
                                                                                      into
                                                                                      account
                                                                                      in
                                                                                      determining
                                                                                      whether
                                                                                      any
                                                                                      other
                                                                                      plan
                                                                                      in
                                                                                      the
                                                                                      group
                                                                                      has
                                                                                      provided
                                                                                      the
                                                                                      minimum
                                                                                      benefit
                                                                                      described
                                                                                      in
                                                                                      Section
                                                                                      12.3
                                                                                      of
                                                                                      the
                                                                                      Plan.
                                                                                      

                                                                                    

                                                                                      12.3   Minimum
                                                                                        Allocation.

                                                                                       

                                                                                      

                                                                                        
                                                                                          	 	
                                                                                                  (a)

                                                                                                	
                                                                                                  Except
                                                                                                    as
                                                                                                    otherwise
                                                                                                    provided
                                                                                                    in
                                                                                                    (c)
                                                                                                    and
                                                                                                    (d)
                                                                                                    below,
                                                                                                    the
                                                                                                    Employer
                                                                                                    contributions
                                                                                                    and
                                                                                                    forfeitures
                                                                                                    allocated
                                                                                                    on
                                                                                                    behalf
                                                                                                    of
                                                                                                    any
                                                                                                    Participant
                                                                                                    who
                                                                                                    is
                                                                                                    not
                                                                                                    a
                                                                                                    Key
                                                                                                    Employee
                                                                                                    shall
                                                                                                    not
                                                                                                    be
                                                                                                    less
                                                                                                    than
                                                                                                    the
                                                                                                    lesser
                                                                                                    of
                                                                                                    three
                                                                                                    percent
                                                                                                    of
                                                                                                    such
                                                                                                    Participant’s
                                                                                                    Total
                                                                                                    Compensation
                                                                                                    or
                                                                                                    in
                                                                                                    the
                                                                                                    case
                                                                                                    where
                                                                                                    the
                                                                                                    Employer
                                                                                                    has
                                                                                                    no
                                                                                                    defined
                                                                                                    benefit
                                                                                                    plan
                                                                                                    which
                                                                                                    designates
                                                                                                    this
                                                                                                    Plan
                                                                                                    to
                                                                                                    satisfy
                                                                                                    Section
                                                                                                    401
                                                                                                    of
                                                                                                    the
                                                                                                    Code,
                                                                                                    the
                                                                                                    largest
                                                                                                    percentage
                                                                                                    of
                                                                                                    Employer
                                                                                                    contributions
                                                                                                    (including
                                                                                                    any
                                                                                                    salary
                                                                                                    deferral
                                                                                                    contribution)
                                                                                                    and
                                                                                                    forfeitures,
                                                                                                    as
                                                                                                    a
                                                                                                    percentage
                                                                                                    of
                                                                                                    the
                                                                                                    Key
                                                                                                    Employee’s
                                                                                                    Total
                                                                                                    Compensation,
                                                                                                    as
                                                                                                    limited
                                                                                                    by
                                                                                                    Section
                                                                                                    401(a)(l7)
                                                                                                    of
                                                                                                    the
                                                                                                    Code,
                                                                                                    allocated
                                                                                                    on
                                                                                                    behalf
                                                                                                    of
                                                                                                    any
                                                                                                    Key
                                                                                                    Employee
                                                                                                    for
                                                                                                    that
                                                                                                    year.
                                                                                                    The
                                                                                                    minimum
                                                                                                    allocation
                                                                                                    is
                                                                                                    determined
                                                                                                    without
                                                                                                    regard
                                                                                                    to
                                                                                                    any
                                                                                                    Social
                                                                                                    Security
                                                                                                    contribution.
                                                                                                    This
                                                                                                    minimum
                                                                                                    allocation
                                                                                                    shall
                                                                                                    be
                                                                                                    made
                                                                                                    even
                                                                                                    though
                                                                                                    under
                                                                                                    other
                                                                                                    plan
                                                                                                    provisions,
                                                                                                    the
                                                                                                    Participant
                                                                                                    would
                                                                                                    not
                                                                                                    otherwise
                                                                                                    be
                                                                                                    entitled
                                                                                                    to
                                                                                                    receive
                                                                                                    an
                                                                                                    allocation,
                                                                                                    would
                                                                                                    have
                                                                                                    received
                                                                                                    a
                                                                                                    lesser
                                                                                                    allocation
                                                                                                    for
                                                                                                    the
                                                                                                    year
                                                                                                    because
                                                                                                    of
                                                                                                    (1)
                                                                                                    the
                                                                                                    Participant’s
                                                                                                    failure
                                                                                                    to
                                                                                                    complete
                                                                                                    1,000
                                                                                                    hours
                                                                                                    of
                                                                                                    service
                                                                                                    (or
                                                                                                    any
                                                                                                    equivalent
                                                                                                    provided
                                                                                                    in
                                                                                                    the
                                                                                                    Plan),
                                                                                                    (2)
                                                                                                    the
                                                                                                    Participant’s
                                                                                                    failure
                                                                                                    to
                                                                                                    make
                                                                                                    mandatory
                                                                                                    employee
                                                                                                    contributions
                                                                                                    (including
                                                                                                    Elective
                                                                                                    Deferrals)
                                                                                                    to
                                                                                                    the
                                                                                                    Plan,
                                                                                                    or
                                                                                                    (3)
                                                                                                    Compensation
                                                                                                    less
                                                                                                    than
                                                                                                    a
                                                                                                    stated
                                                                                                    amount.
                                                                                                    

                                                                                                


                                                                                        

                                                                                         

                                                                                        Matching
                                                                                          Contributions
                                                                                          shall
                                                                                          be
                                                                                          taken
                                                                                          into
                                                                                          account
                                                                                          for
                                                                                          purposes
                                                                                          of
                                                                                          satisfying
                                                                                          the
                                                                                          minimum
                                                                                          contribution
                                                                                          requirements
                                                                                          of
                                                                                          Code
                                                                                          Section
                                                                                          416(c)(2)
                                                                                          and
                                                                                          the
                                                                                          Plan.
                                                                                          The
                                                                                          preceding
                                                                                          sentence
                                                                                          shall
                                                                                          apply
                                                                                          with
                                                                                          respect
                                                                                          to
                                                                                          matching
                                                                                          contributions
                                                                                          under
                                                                                          the
                                                                                          Plan
                                                                                          or,
                                                                                          if
                                                                                          the
                                                                                          Plan
                                                                                          provides
                                                                                          that
                                                                                          the
                                                                                          minimum
                                                                                          contribution
                                                                                          requirement
                                                                                          shall
                                                                                          be
                                                                                          met
                                                                                          in
                                                                                          another
                                                                                          plan,
                                                                                          such
                                                                                          other
                                                                                          plan.
                                                                                          Matching
                                                                                          Contributions
                                                                                          that
                                                                                          are
                                                                                          used
                                                                                          to
                                                                                          satisfy
                                                                                          the
                                                                                          minimum
                                                                                          contribution
                                                                                          requirements
                                                                                          shall
                                                                                          be
                                                                                          treated
                                                                                          as
                                                                                          matching
                                                                                          contributions
                                                                                          for
                                                                                          purposes
                                                                                          of
                                                                                          the
                                                                                          actual
                                                                                          contribution
                                                                                          percentage
                                                                                          test
                                                                                          and
                                                                                          other
                                                                                          requirements
                                                                                          of
                                                                                          Code
                                                                                          Section
                                                                                          401(m).
                                                                                          Elective
                                                                                          deferrals
                                                                                          may
                                                                                          not
                                                                                          be
                                                                                          taken
                                                                                          into
                                                                                          account
                                                                                          for
                                                                                          the
                                                                                          purpose
                                                                                          of
                                                                                          satisfying
                                                                                          the
                                                                                          minimum
                                                                                          Top
                                                                                          Heavy
                                                                                          contribution
                                                                                          requirements.
                                                                                          Catch-Up
                                                                                          Contributions
                                                                                          for
                                                                                          the
                                                                                          current
                                                                                          year
                                                                                          are
                                                                                          not
                                                                                          counted
                                                                                          as
                                                                                          Key
                                                                                          Employee
                                                                                          contributions,
                                                                                          but
                                                                                          prior-year
                                                                                          Catch-Up
                                                                                          Contributions
                                                                                          are
                                                                                          used
                                                                                          to
                                                                                          determine
                                                                                          whether
                                                                                          the
                                                                                          Plan
                                                                                          is
                                                                                          Top
                                                                                          Heavy.

                                                                                         

                                                                                        
                                                                                          	 	
                                                                                                  (b)

                                                                                                	
                                                                                                  For
                                                                                                    purposes
                                                                                                    of
                                                                                                    computing
                                                                                                    the
                                                                                                    minimum
                                                                                                    allocation,
                                                                                                    Compensation
                                                                                                    will
                                                                                                    mean
                                                                                                    Total
                                                                                                    Compensation,
                                                                                                    as
                                                                                                    limited
                                                                                                    by
                                                                                                    Section
                                                                                                    40l(a)(17)
                                                                                                    of
                                                                                                    the
                                                                                                    Code.

                                                                                                


                                                                                        

                                                                                         

                                                                                        
                                                                                          	 	
                                                                                                  (c)

                                                                                                	
                                                                                                  The
                                                                                                    provision
                                                                                                    in
                                                                                                    (a)
                                                                                                    above
                                                                                                    shall
                                                                                                    not
                                                                                                    apply
                                                                                                    to
                                                                                                    any
                                                                                                    Participant
                                                                                                    who
                                                                                                    was
                                                                                                    not
                                                                                                    employed
                                                                                                    by
                                                                                                    the
                                                                                                    Employer
                                                                                                    on
                                                                                                    the
                                                                                                    last
                                                                                                    day
                                                                                                    of
                                                                                                    the
                                                                                                    Plan
                                                                                                    Year.

                                                                                                


                                                                                        

                                                                                         

                                                                                        
                                                                                          	 	
                                                                                                  (d)

                                                                                                	
                                                                                                  If
                                                                                                    an
                                                                                                    Employee
                                                                                                    participates
                                                                                                    in
                                                                                                    both
                                                                                                    a
                                                                                                    defined
                                                                                                    benefit
                                                                                                    plan
                                                                                                    and
                                                                                                    a
                                                                                                    defined
                                                                                                    contribution
                                                                                                    plan,
                                                                                                    the
                                                                                                    minimum
                                                                                                    benefit
                                                                                                    shall
                                                                                                    be
                                                                                                    provided
                                                                                                    under
                                                                                                    the
                                                                                                    defined
                                                                                                    benefit
                                                                                                    plan.
                                                                                                    If
                                                                                                    an
                                                                                                    Employee
                                                                                                    participates
                                                                                                    in
                                                                                                    another
                                                                                                    defined
                                                                                                    contribution
                                                                                                    plan,
                                                                                                    the
                                                                                                    minimum
                                                                                                    benefit
                                                                                                    shall
                                                                                                    be
                                                                                                    provided
                                                                                                    under
                                                                                                    the
                                                                                                    other
                                                                                                    defined
                                                                                                    contribution
                                                                                                    plan.


                                                                                                


                                                                                        

                                                                                        

                                                                                          12.4  
Vesting. 
                                                                                            For
                                                                                            any
                                                                                            Plan
                                                                                            Year
                                                                                            in
                                                                                            which
                                                                                            this
                                                                                            Plan
                                                                                            is
                                                                                            Top
                                                                                            Heavy,
                                                                                            each
                                                                                            Employee’s
                                                                                            Interest
                                                                                            in
                                                                                            his
                                                                                            or
                                                                                            her
                                                                                            Accrued
                                                                                            Benefit
                                                                                            attributable
                                                                                            to
                                                                                            Employer
                                                                                            contributions
                                                                                            shall
                                                                                            be
                                                                                            fully
                                                                                            vested
                                                                                            and
                                                                                            nonforfeitable.
                                                                                            The
                                                                                            minimum
                                                                                            vesting
                                                                                            schedule
                                                                                            applies
                                                                                            to
                                                                                            all
                                                                                            benefits
                                                                                            accrued
                                                                                            as
                                                                                            of
                                                                                            the
                                                                                            date
                                                                                            the
                                                                                            Plan
                                                                                            became
                                                                                            Top
                                                                                            Heavy
                                                                                            and
                                                                                            to
                                                                                            all
                                                                                            benefits
                                                                                            accrued
                                                                                            thereafter
                                                                                            to
                                                                                            which
                                                                                            this
                                                                                            Article
                                                                                            applies.
                                                                                            Further,
                                                                                            no
                                                                                            decrease
                                                                                            in
                                                                                            a
                                                                                            Participant’s
                                                                                            non
                                                                                            forfeitable
                                                                                            percentage
                                                                                            may
                                                                                            occur
                                                                                            in
                                                                                            the
                                                                                            event
                                                                                            the
                                                                                            Plan’s
                                                                                            status
                                                                                            as
                                                                                            Top
                                                                                            Heavy
                                                                                            changes
                                                                                            for
                                                                                            any
                                                                                            Plan
                                                                                            Year.
                                                                                            However,
                                                                                            this
                                                                                            Section
                                                                                            does
                                                                                            not
                                                                                            apply
                                                                                            to
                                                                                            the
                                                                                            account
                                                                                            balances
                                                                                            of
                                                                                            any
                                                                                            Employee
                                                                                            who
                                                                                            does
                                                                                            not
                                                                                            have
                                                                                            an
                                                                                            hour
                                                                                            of
                                                                                            service
                                                                                            after
                                                                                            the
                                                                                            Plan
                                                                                            has
                                                                                            initially
                                                                                            become
                                                                                            Top
                                                                                            Heavy
                                                                                            and
                                                                                            such
                                                                                            Employee’s
                                                                                            Accrued
                                                                                            Benefit
                                                                                            attributable
                                                                                            to
                                                                                            Employer
                                                                                            contributions
                                                                                            and
                                                                                            forfeitures
                                                                                            will
                                                                                            be
                                                                                            determined
                                                                                            without
                                                                                            regard
                                                                                            to
                                                                                            this
                                                                                            Section.

                                                                                           

                                                                                          

                                                                                            ARTICLE
                                                                                              XIII

                                                                                            ADMINISTRATION
                                                                                              OF
                                                                                              THE
                                                                                              PLAN 

                                                                                            

                                                                                              13.1   Plan
                                                                                                Committee. The
                                                                                                CenturyTel
                                                                                                Retirement
                                                                                                Committee
                                                                                                (the
“Committee”),
                                                                                                also
                                                                                                known
                                                                                                as
                                                                                                the
                                                                                                CenturyTel,
                                                                                                Inc.
                                                                                                Retirement
                                                                                                Committee,
                                                                                                shall
                                                                                                serve
                                                                                                as
                                                                                                the
                                                                                                Administrator,
                                                                                                as
                                                                                                defined
                                                                                                in
                                                                                                ERISA
                                                                                                Section
                                                                                                3(16)(A).
                                                                                                The
                                                                                                Committee
                                                                                                is
                                                                                                also
                                                                                                the
                                                                                                Named
                                                                                                Fiduciary,
                                                                                                as
                                                                                                defined
                                                                                                in
                                                                                                ERISA
                                                                                                Section
                                                                                                402(a)(2),
                                                                                                except
                                                                                                where
                                                                                                the
                                                                                                Participant
                                                                                                is
                                                                                                the
                                                                                                Named
                                                                                                Fiduciary.
                                                                                                The
                                                                                                Committee
                                                                                                shall
                                                                                                be
                                                                                                charged
                                                                                                with
                                                                                                the
                                                                                                full
                                                                                                power
                                                                                                and
                                                                                                the
                                                                                                responsibility
                                                                                                for
                                                                                                administering
                                                                                                the
                                                                                                Plan
                                                                                                in
                                                                                                accordance
                                                                                                with
                                                                                                the
                                                                                                terms
                                                                                                and
                                                                                                delegations
                                                                                                stated
                                                                                                in
                                                                                                the
                                                                                                Plan
                                                                                                and
                                                                                                the
                                                                                                Charter
                                                                                                of
                                                                                                the
                                                                                                CenturyTel
                                                                                                Retirement
                                                                                                Committee
                                                                                                (the
“Charter”),
                                                                                                except
                                                                                                as
                                                                                                the
                                                                                                Board
                                                                                                of
                                                                                                Directors
                                                                                                of
                                                                                                the
                                                                                                Company
                                                                                                shall
                                                                                                otherwise
                                                                                                expressly
                                                                                                determine.

                                                                                               

                                                                                              13.2   Duties
                                                                                                and
                                                                                                Responsibilities
                                                                                                of
                                                                                                Fiduciaries.
                                                                                                A
                                                                                                fiduciary
                                                                                                to
                                                                                                the
                                                                                                Plan
                                                                                                shall
                                                                                                have
                                                                                                only
                                                                                                those
                                                                                                specific
                                                                                                powers,
                                                                                                duties,
                                                                                                responsibilities
                                                                                                and
                                                                                                obligations
                                                                                                as
                                                                                                are
                                                                                                explicitly
                                                                                                given
                                                                                                him
                                                                                                under
                                                                                                the
                                                                                                Charter,
                                                                                                Plan
                                                                                                and
                                                                                                Trust
                                                                                                Agreement
                                                                                                and
                                                                                                shall
                                                                                                not
                                                                                                be
                                                                                                responsible
                                                                                                for
                                                                                                any
                                                                                                act
                                                                                                or
                                                                                                failure
                                                                                                to
                                                                                                act
                                                                                                of
                                                                                                another
                                                                                                fiduciary.
                                                                                                In
                                                                                                general,
                                                                                                the
                                                                                                Employer
                                                                                                shall
                                                                                                have
                                                                                                the
                                                                                                sole
                                                                                                responsibility
                                                                                                for
                                                                                                making
                                                                                                contributions
                                                                                                to
                                                                                                the
                                                                                                Plan
                                                                                                required
                                                                                                under
                                                                                                Article
                                                                                                III
                                                                                                of
                                                                                                the
                                                                                                Plan,
                                                                                                appointing
                                                                                                the
                                                                                                Trustee
                                                                                                and
                                                                                                the
                                                                                                members
                                                                                                of
                                                                                                the
                                                                                                Committee,
                                                                                                and
                                                                                                determining
                                                                                                the
                                                                                                funds
                                                                                                available
                                                                                                for
                                                                                                investment
                                                                                                under
                                                                                                the
                                                                                                Plan.
                                                                                                The
                                                                                                Committee
                                                                                                shall
                                                                                                have
                                                                                                the
                                                                                                sole
                                                                                                responsibility
                                                                                                for
                                                                                                the
                                                                                                administration
                                                                                                of
                                                                                                the
                                                                                                Plan,
                                                                                                as
                                                                                                more
                                                                                                fully
                                                                                                described
                                                                                                in
                                                                                                Section
                                                                                                13.3
                                                                                                of
                                                                                                the
                                                                                                Plan.

                                                                                              

                                                                                                13.3  
Powers
                                                                                                  and
                                                                                                  Responsibilities
                                                                                                  of
                                                                                                  the
                                                                                                  Plan
                                                                                                  Administrator. 

                                                                                                

                                                                                                  
                                                                                                    	 	
                                                                                                            (a)

                                                                                                          	
                                                                                                            Administration
                                                                                                              of
                                                                                                              the
                                                                                                              Plan.
                                                                                                              The
                                                                                                              Committee
                                                                                                              shall
                                                                                                              have
                                                                                                              the
                                                                                                              responsibility
                                                                                                              for
                                                                                                              the
                                                                                                              management
                                                                                                              of
                                                                                                              the
                                                                                                              Plan
                                                                                                              and
                                                                                                              shall
                                                                                                              have
                                                                                                              the
                                                                                                              sole,
                                                                                                              final
                                                                                                              and
                                                                                                              absolute
                                                                                                              right
                                                                                                              to
                                                                                                              reconcile
                                                                                                              any
                                                                                                              inconsistency
                                                                                                              in
                                                                                                              the
                                                                                                              Plan,
                                                                                                              to
                                                                                                              interpret
                                                                                                              and
                                                                                                              construe
                                                                                                              the
                                                                                                              provisions
                                                                                                              of
                                                                                                              the
                                                                                                              Plan
                                                                                                              in
                                                                                                              all
                                                                                                              particulars,
                                                                                                              in
                                                                                                              such
                                                                                                              manner
                                                                                                              and
                                                                                                              to
                                                                                                              such
                                                                                                              extent
                                                                                                              as
                                                                                                              it
                                                                                                              deems
                                                                                                              proper,
                                                                                                              and
                                                                                                              to
                                                                                                              make
                                                                                                              all
                                                                                                              decisions
                                                                                                              and
                                                                                                              determinations
                                                                                                              necessary
                                                                                                              under
                                                                                                              the
                                                                                                              Plan.
                                                                                                              In
                                                                                                              addition,
                                                                                                              the
                                                                                                              Committee
                                                                                                              shall
                                                                                                              have
                                                                                                              the
                                                                                                              following
                                                                                                              powers,
                                                                                                              rights,
                                                                                                              and
                                                                                                              duties:

                                                                                                          


                                                                                                  

                                                                                                   

                                                                                                

                                                                                              

                                                                                            

                                                                                            
                                                                                              
                                                                                                	 	
                                                                                                        (1)

                                                                                                      	
                                                                                                        The
                                                                                                          Committee
                                                                                                          may
                                                                                                          adopt
                                                                                                          suitable
                                                                                                          rules
                                                                                                          and
                                                                                                          regulations
                                                                                                          for
                                                                                                          the
                                                                                                          administration
                                                                                                          of
                                                                                                          the
                                                                                                          Plan.

                                                                                                      


                                                                                              

                                                                                               

                                                                                              
                                                                                                	 	
                                                                                                        (2)

                                                                                                      	
                                                                                                        Decisions
                                                                                                          of
                                                                                                          the
                                                                                                          Committee
                                                                                                          may
                                                                                                          be
                                                                                                          conveyed
                                                                                                          to
                                                                                                          third
                                                                                                          persons
                                                                                                          by
                                                                                                          any
                                                                                                          of
                                                                                                          its
                                                                                                          members.
                                                                                                          Third
                                                                                                          persons
                                                                                                          shall
                                                                                                          be
                                                                                                          entitled
                                                                                                          to
                                                                                                          assume
                                                                                                          that
                                                                                                          the
                                                                                                          decision
                                                                                                          so
                                                                                                          conveyed
                                                                                                          is
                                                                                                          given
                                                                                                          with
                                                                                                          the
                                                                                                          consent
                                                                                                          of
                                                                                                          the
                                                                                                          majority
                                                                                                          of
                                                                                                          the
                                                                                                          Committee.

                                                                                                      


                                                                                              

                                                                                               

                                                                                              
                                                                                                	 	
                                                                                                        (3)

                                                                                                      	
                                                                                                        The
                                                                                                          Committee
                                                                                                          shall
                                                                                                          cause
                                                                                                          to
                                                                                                          be
                                                                                                          kept
                                                                                                          all
                                                                                                          such
                                                                                                          records
                                                                                                          and
                                                                                                          other
                                                                                                          data
                                                                                                          as
                                                                                                          may
                                                                                                          be
                                                                                                          necessary
                                                                                                          for
                                                                                                          the
                                                                                                          performance
                                                                                                          of
                                                                                                          its
                                                                                                          duties.

                                                                                                      


                                                                                              

                                                                                               

                                                                                              
                                                                                                	 	
                                                                                                        (4)

                                                                                                      	
                                                                                                        The
                                                                                                          members
                                                                                                          of
                                                                                                          the
                                                                                                          Committee
                                                                                                          shall
                                                                                                          serve
                                                                                                          without
                                                                                                          compensation
                                                                                                          for
                                                                                                          their
                                                                                                          services
                                                                                                          as
                                                                                                          such.
                                                                                                          The
                                                                                                          Committee
                                                                                                          and
                                                                                                          the
                                                                                                          members
                                                                                                          thereof
                                                                                                          shall
                                                                                                          be
                                                                                                          free
                                                                                                          of
                                                                                                          any
                                                                                                          liability,
                                                                                                          joint
                                                                                                          or
                                                                                                          several,
                                                                                                          for
                                                                                                          their
                                                                                                          acts
                                                                                                          or
                                                                                                          failures
                                                                                                          to
                                                                                                          act
                                                                                                          as
                                                                                                          members
                                                                                                          or
                                                                                                          officers
                                                                                                          of
                                                                                                          such
                                                                                                          Committee
                                                                                                          in
                                                                                                          connection
                                                                                                          with
                                                                                                          this
                                                                                                          Plan,
                                                                                                          except
                                                                                                          that
                                                                                                          any
                                                                                                          member
                                                                                                          of
                                                                                                          the
                                                                                                          Committee
                                                                                                          shall
                                                                                                          be
                                                                                                          liable
                                                                                                          for
                                                                                                          his
                                                                                                          own
                                                                                                          willful
                                                                                                          misconduct
                                                                                                          or
                                                                                                          gross
                                                                                                          negligence.


                                                                                                      


                                                                                              

                                                                                               

                                                                                              
                                                                                                	 	
                                                                                                        (5)

                                                                                                      	
                                                                                                        The
                                                                                                          Committee
                                                                                                          shall
                                                                                                          not
                                                                                                          exercise
                                                                                                          any
                                                                                                          powers
                                                                                                          conferred
                                                                                                          upon
                                                                                                          it
                                                                                                          in
                                                                                                          such
                                                                                                          a
                                                                                                          way
                                                                                                          as
                                                                                                          to
                                                                                                          result
                                                                                                          in
                                                                                                          discrimination
                                                                                                          in
                                                                                                          favor
                                                                                                          of
                                                                                                          any
                                                                                                          Participant
                                                                                                          who
                                                                                                          is
                                                                                                          a
                                                                                                          Highly-Compensated
                                                                                                          Employee.

                                                                                                      


                                                                                              

                                                                                              

                                                                                                
                                                                                                  	 	
                                                                                                          (b)

                                                                                                        	
                                                                                                          Records
                                                                                                            and
                                                                                                            Reports.
                                                                                                            The
                                                                                                            Committee
                                                                                                            shall
                                                                                                            be
                                                                                                            responsible
                                                                                                            for
                                                                                                            maintaining
                                                                                                            sufficient
                                                                                                            records
                                                                                                            to
                                                                                                            reflect
                                                                                                            the
                                                                                                            Compensation
                                                                                                            of
                                                                                                            each
                                                                                                            Participant
                                                                                                            for
                                                                                                            purposes
                                                                                                            of
                                                                                                            determining
                                                                                                            the
                                                                                                            amount
                                                                                                            of
                                                                                                            contributions
                                                                                                            that
                                                                                                            may
                                                                                                            be
                                                                                                            made
                                                                                                            by
                                                                                                            or
                                                                                                            on
                                                                                                            behalf
                                                                                                            of
                                                                                                            the
                                                                                                            Participant
                                                                                                            under
                                                                                                            the
                                                                                                            Plan.
                                                                                                            The
                                                                                                            Committee
                                                                                                            shall
                                                                                                            be
                                                                                                            responsible
                                                                                                            for
                                                                                                            submitting
                                                                                                            all
                                                                                                            required
                                                                                                            reports
                                                                                                            and
                                                                                                            notification
                                                                                                            relating
                                                                                                            to
                                                                                                            the
                                                                                                            Plan
                                                                                                            to
                                                                                                            Participants
                                                                                                            or
                                                                                                            their
                                                                                                            Beneficiaries,
                                                                                                            the
                                                                                                            Internal
                                                                                                            Revenue
                                                                                                            Service,
                                                                                                            and
                                                                                                            the
                                                                                                            Department
                                                                                                            of
                                                                                                            Labor.

                                                                                                        


                                                                                                

                                                                                                 

                                                                                                
                                                                                                  	 	
                                                                                                          (c)

                                                                                                        	
                                                                                                          Furnishing
                                                                                                            Trustee
                                                                                                            with
                                                                                                            Instructions.
                                                                                                            The
                                                                                                            Committee
                                                                                                            shall
                                                                                                            be
                                                                                                            responsible
                                                                                                            for
                                                                                                            furnishing
                                                                                                            the
                                                                                                            Trustee
                                                                                                            with
                                                                                                            written
                                                                                                            instructions
                                                                                                            regarding
                                                                                                            all
                                                                                                            contributions
                                                                                                            to
                                                                                                            the
                                                                                                            Trust,
                                                                                                            all
                                                                                                            distributions
                                                                                                            to
                                                                                                            Participants
                                                                                                            and
                                                                                                            all
                                                                                                            loans
                                                                                                            to
                                                                                                            Participants.
                                                                                                            In
                                                                                                            addition,
                                                                                                            the
                                                                                                            Committee
                                                                                                            shall
                                                                                                            be
                                                                                                            responsible
                                                                                                            for
                                                                                                            furnishing
                                                                                                            the
                                                                                                            Trustee
                                                                                                            with
                                                                                                            any
                                                                                                            further
                                                                                                            information
                                                                                                            respecting
                                                                                                            the
                                                                                                            Plan
                                                                                                            which
                                                                                                            the
                                                                                                            Trustee
                                                                                                            may
                                                                                                            request
                                                                                                            for
                                                                                                            the
                                                                                                            performance
                                                                                                            of
                                                                                                            its
                                                                                                            duties
                                                                                                            or
                                                                                                            for
                                                                                                            the
                                                                                                            purpose
                                                                                                            of
                                                                                                            making
                                                                                                            any
                                                                                                            returns
                                                                                                            to
                                                                                                            the
                                                                                                            Internal
                                                                                                            Revenue
                                                                                                            Service
                                                                                                            or
                                                                                                            Department
                                                                                                            of
                                                                                                            Labor
                                                                                                            as
                                                                                                            may
                                                                                                            be
                                                                                                            required
                                                                                                            of
                                                                                                            the
                                                                                                            Trustee
                                                                                                            under
                                                                                                            the
                                                                                                            terms
                                                                                                            of
                                                                                                            the
                                                                                                            Trust
                                                                                                            Agreement.

                                                                                                        


                                                                                                

                                                                                                 

                                                                                                
                                                                                                  	 	
                                                                                                          (d)

                                                                                                        	
                                                                                                          Rules
                                                                                                            and
                                                                                                            Decisions.
                                                                                                            The
                                                                                                            Committee
                                                                                                            may
                                                                                                            adopt
                                                                                                            such
                                                                                                            rules
                                                                                                            as
                                                                                                            it
                                                                                                            deems
                                                                                                            necessary,
                                                                                                            desirable
                                                                                                            or
                                                                                                            appropriate
                                                                                                            in
                                                                                                            the
                                                                                                            administration
                                                                                                            of
                                                                                                            the
                                                                                                            Plan.
                                                                                                            All
                                                                                                            rules
                                                                                                            and
                                                                                                            decisions
                                                                                                            of
                                                                                                            the
                                                                                                            Committee
                                                                                                            shall
                                                                                                            be
                                                                                                            applied
                                                                                                            uniformly
                                                                                                            and
                                                                                                            consistently
                                                                                                            to
                                                                                                            all
                                                                                                            Participants
                                                                                                            in
                                                                                                            similar
                                                                                                            circumstances.
                                                                                                            When
                                                                                                            making
                                                                                                            a
                                                                                                            determination
                                                                                                            of
                                                                                                            calculation,
                                                                                                            the
                                                                                                            Committee
                                                                                                            shall
                                                                                                            be
                                                                                                            entitled
                                                                                                            to
                                                                                                            rely
                                                                                                            upon
                                                                                                            information
                                                                                                            furnished
                                                                                                            by
                                                                                                            a
                                                                                                            Participant
                                                                                                            or
                                                                                                            Beneficiary,
                                                                                                            the
                                                                                                            Employer,
                                                                                                            and
                                                                                                            the
                                                                                                            legal
                                                                                                            counsel
                                                                                                            of
                                                                                                            the
                                                                                                            Employer
                                                                                                            or
                                                                                                            the
                                                                                                            Trustee.

                                                                                                        


                                                                                                

                                                                                                 

                                                                                                
                                                                                                  	 	
                                                                                                          (e)

                                                                                                        	
                                                                                                          Application
                                                                                                            and
                                                                                                            Forms
                                                                                                            for
                                                                                                            Benefits.
                                                                                                            The
                                                                                                            Committee
                                                                                                            may
                                                                                                            require
                                                                                                            a
                                                                                                            Participant
                                                                                                            or
                                                                                                            Beneficiary
                                                                                                            to
                                                                                                            complete
                                                                                                            and
                                                                                                            file
                                                                                                            with
                                                                                                            it
                                                                                                            an
                                                                                                            application
                                                                                                            for
                                                                                                            a
                                                                                                            benefit,
                                                                                                            and
                                                                                                            to
                                                                                                            furnish
                                                                                                            all
                                                                                                            pertinent
                                                                                                            information
                                                                                                            requested
                                                                                                            by
                                                                                                            it.
                                                                                                            The
                                                                                                            Committee
                                                                                                            may
                                                                                                            rely
                                                                                                            upon
                                                                                                            all
                                                                                                            such
                                                                                                            information
                                                                                                            so
                                                                                                            furnished
                                                                                                            to
                                                                                                            it,
                                                                                                            including
                                                                                                            the
                                                                                                            Participant’s
                                                                                                            or
                                                                                                            Beneficiary’s
                                                                                                            current
                                                                                                            mailing
                                                                                                            address.

                                                                                                        


                                                                                                

                                                                                                

                                                                                                  13.4  Allocation
                                                                                                    of
                                                                                                    Duties
                                                                                                    and
                                                                                                    Responsibilities.  
                                                                                                    The
                                                                                                    Committee
                                                                                                    may
                                                                                                    by
                                                                                                    written
                                                                                                    instrument
                                                                                                    allocate
                                                                                                    among
                                                                                                    its
                                                                                                    members
                                                                                                    or
                                                                                                    employees
                                                                                                    any
                                                                                                    of
                                                                                                    its
                                                                                                    duties
                                                                                                    and
                                                                                                    responsibilities
                                                                                                    not
                                                                                                    already
                                                                                                    allocated
                                                                                                    under
                                                                                                    the
                                                                                                    Charter
                                                                                                    or
                                                                                                    Plan
                                                                                                    or
                                                                                                    may
                                                                                                    carry
                                                                                                    out
                                                                                                    any
                                                                                                    of
                                                                                                    the
                                                                                                    Committee’s
                                                                                                    duties
                                                                                                    and
                                                                                                    responsibilities
                                                                                                    under
                                                                                                    the
                                                                                                    Plan.
                                                                                                    Any
                                                                                                    such
                                                                                                    duties
                                                                                                    or
                                                                                                    responsibilities
                                                                                                    thus
                                                                                                    allocated
                                                                                                    must
                                                                                                    be
                                                                                                    described
                                                                                                    in
                                                                                                    the
                                                                                                    written
                                                                                                    instrument.
                                                                                                    If
                                                                                                    a
                                                                                                    person
                                                                                                    other
                                                                                                    than
                                                                                                    an
                                                                                                    Employee
                                                                                                    of
                                                                                                    the
                                                                                                    Employer
                                                                                                    is
                                                                                                    so
                                                                                                    designated,
                                                                                                    such
                                                                                                    person
                                                                                                    must
                                                                                                    acknowledge
                                                                                                    in
                                                                                                    writing
                                                                                                    his
                                                                                                    acceptance
                                                                                                    of
                                                                                                    the
                                                                                                    duties
                                                                                                    and
                                                                                                    responsibilities
                                                                                                    allocated
                                                                                                    to
                                                                                                    him.

                                                                                                   

                                                                                                  13.5  Expenses.  
                                                                                                    Except
                                                                                                    as
                                                                                                    provided
                                                                                                    below,
                                                                                                    the
                                                                                                    Employer
                                                                                                    shall
                                                                                                    pay
                                                                                                    all
                                                                                                    expenses
                                                                                                    authorized
                                                                                                    and
                                                                                                    incurred
                                                                                                    by
                                                                                                    the
                                                                                                    Plan
                                                                                                    in
                                                                                                    the
                                                                                                    administration
                                                                                                    of
                                                                                                    the
                                                                                                    Plan
                                                                                                    (including
                                                                                                    Trustee’s
                                                                                                    fees)
                                                                                                    except
                                                                                                    to
                                                                                                    the
                                                                                                    extent
                                                                                                    such
                                                                                                    expenses
                                                                                                    are
                                                                                                    paid
                                                                                                    from
                                                                                                    the
                                                                                                    Trust.
                                                                                                    The
                                                                                                    Committee
                                                                                                    may
                                                                                                    direct
                                                                                                    the
                                                                                                    Trustee
                                                                                                    to
                                                                                                    charge
                                                                                                    reasonable
                                                                                                    administrative
                                                                                                    expenses
                                                                                                    of
                                                                                                    the
                                                                                                    Plan
                                                                                                    to
                                                                                                    Participants’
Accounts,
                                                                                                    including
                                                                                                    but
                                                                                                    not
                                                                                                    limited
                                                                                                    to
                                                                                                    fees
                                                                                                    to
                                                                                                    process
                                                                                                    domestic
                                                                                                    relations
                                                                                                    orders,
                                                                                                    but
                                                                                                    only
                                                                                                    to
                                                                                                    the
                                                                                                    extent
                                                                                                    that
                                                                                                    the
                                                                                                    Committee
                                                                                                    has
                                                                                                    determined
                                                                                                    that
                                                                                                    such
                                                                                                    charges
                                                                                                    to
                                                                                                    Participants’
Accounts
                                                                                                    are
                                                                                                    consistent
                                                                                                    with
                                                                                                    ERISA
                                                                                                    and
                                                                                                    interpretative
                                                                                                    guidance
                                                                                                    thereunder
                                                                                                    issued
                                                                                                    by
                                                                                                    the
                                                                                                    DOL.

                                                                                                   

                                                                                                  13.6  Liabilities.  
                                                                                                    The
                                                                                                    Committee
                                                                                                    and
                                                                                                    each
                                                                                                    person
                                                                                                    to
                                                                                                    whom
                                                                                                    duties
                                                                                                    and
                                                                                                    responsibilities
                                                                                                    have
                                                                                                    been
                                                                                                    allocated
                                                                                                    pursuant
                                                                                                    to
                                                                                                    Section
                                                                                                    13.4
                                                                                                    of
                                                                                                    the
                                                                                                    Plan
                                                                                                    may
                                                                                                    be
                                                                                                    indemnified
                                                                                                    and
                                                                                                    held
                                                                                                    harmless
                                                                                                    by
                                                                                                    the
                                                                                                    Employer
                                                                                                    with
                                                                                                    respect
                                                                                                    to
                                                                                                    any
                                                                                                    alleged
                                                                                                    breach
                                                                                                    of
                                                                                                    responsibilities
                                                                                                    performed
                                                                                                    or
                                                                                                    to
                                                                                                    be
                                                                                                    performed
                                                                                                    hereunder.

                                                                                                   

                                                                                                  13.7  Claims
                                                                                                    Procedure.

                                                                                                  

                                                                                                    
                                                                                                      	 	
                                                                                                              (a)

                                                                                                            	
                                                                                                              Filing
                                                                                                                a
                                                                                                                Claim.
                                                                                                                Any
                                                                                                                Participant
                                                                                                                or
                                                                                                                Beneficiary
                                                                                                                under
                                                                                                                the
                                                                                                                Plan
                                                                                                                may
                                                                                                                file
                                                                                                                a
                                                                                                                written
                                                                                                                claim
                                                                                                                for
                                                                                                                a
                                                                                                                Plan
                                                                                                                benefit
                                                                                                                with
                                                                                                                the
                                                                                                                Committee
                                                                                                                or
                                                                                                                with
                                                                                                                a
                                                                                                                person
                                                                                                                named
                                                                                                                by
                                                                                                                the
                                                                                                                Committee
                                                                                                                to
                                                                                                                receive
                                                                                                                claims
                                                                                                                under
                                                                                                                the
                                                                                                                Plan.

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	 	
                                                                                                              (b)

                                                                                                            	
                                                                                                              Notice
                                                                                                                of
                                                                                                                Denial
                                                                                                                of
                                                                                                                Claim.
                                                                                                                In
                                                                                                                the
                                                                                                                event
                                                                                                                of
                                                                                                                a
                                                                                                                denial
                                                                                                                or
                                                                                                                limitation
                                                                                                                of
                                                                                                                any
                                                                                                                benefit
                                                                                                                or
                                                                                                                payment
                                                                                                                due
                                                                                                                to
                                                                                                                or
                                                                                                                requested
                                                                                                                by
                                                                                                                any
                                                                                                                Participant
                                                                                                                or
                                                                                                                Beneficiary
                                                                                                                under
                                                                                                                the
                                                                                                                Plan
                                                                                                                (“Claimant”),
                                                                                                                Claimant
                                                                                                                shall
                                                                                                                be
                                                                                                                given
                                                                                                                a
                                                                                                                written
                                                                                                                notification
                                                                                                                containing
                                                                                                                specific
                                                                                                                reasons
                                                                                                                for
                                                                                                                the
                                                                                                                denial
                                                                                                                or
                                                                                                                limitation
                                                                                                                of
                                                                                                                his
                                                                                                                benefit.
                                                                                                                The
                                                                                                                written
                                                                                                                notification
                                                                                                                shall
                                                                                                                contain
                                                                                                                specific
                                                                                                                reference
                                                                                                                to
                                                                                                                the
                                                                                                                pertinent
                                                                                                                Plan
                                                                                                                provisions
                                                                                                                on
                                                                                                                which
                                                                                                                the
                                                                                                                denial
                                                                                                                or
                                                                                                                limitation
                                                                                                                of
                                                                                                                his
                                                                                                                benefit
                                                                                                                is
                                                                                                                based.
                                                                                                                In
                                                                                                                addition,
                                                                                                                it
                                                                                                                shall
                                                                                                                contain
                                                                                                                a
                                                                                                                description
                                                                                                                of
                                                                                                                any
                                                                                                                other
                                                                                                                material
                                                                                                                or
                                                                                                                information
                                                                                                                necessary
                                                                                                                for
                                                                                                                the
                                                                                                                Claimant
                                                                                                                to
                                                                                                                perfect
                                                                                                                a
                                                                                                                claim,
                                                                                                                and
                                                                                                                an
                                                                                                                explanation
                                                                                                                of
                                                                                                                why
                                                                                                                such
                                                                                                                material
                                                                                                                or
                                                                                                                information
                                                                                                                is
                                                                                                                necessary.
                                                                                                                The
                                                                                                                notification
                                                                                                                shall
                                                                                                                further
                                                                                                                provide
                                                                                                                appropriate
                                                                                                                information
                                                                                                                as
                                                                                                                to
                                                                                                                the
                                                                                                                steps
                                                                                                                to
                                                                                                                be
                                                                                                                taken
                                                                                                                if
                                                                                                                the
                                                                                                                Claimant
                                                                                                                wishes
                                                                                                                to
                                                                                                                submit
                                                                                                                his
                                                                                                                claim
                                                                                                                for
                                                                                                                review.
                                                                                                                This
                                                                                                                written
                                                                                                                notification
                                                                                                                shall
                                                                                                                be
                                                                                                                given
                                                                                                                to
                                                                                                                a
                                                                                                                Claimant
                                                                                                                within
                                                                                                                90
                                                                                                                days
                                                                                                                after
                                                                                                                receipt
                                                                                                                of
                                                                                                                his
                                                                                                                claim
                                                                                                                by
                                                                                                                the
                                                                                                                Committee
                                                                                                                unless
                                                                                                                special
                                                                                                                circumstances
                                                                                                                require
                                                                                                                an
                                                                                                                extension
                                                                                                                of
                                                                                                                time
                                                                                                                for
                                                                                                                processing
                                                                                                                the
                                                                                                                claim.
                                                                                                                If
                                                                                                                such
                                                                                                                an
                                                                                                                extension
                                                                                                                of
                                                                                                                time
                                                                                                                for
                                                                                                                processing
                                                                                                                is
                                                                                                                required,
                                                                                                                written
                                                                                                                notice
                                                                                                                of
                                                                                                                the
                                                                                                                extension
                                                                                                                shall
                                                                                                                be
                                                                                                                furnished
                                                                                                                to
                                                                                                                the
                                                                                                                Claimant
                                                                                                                prior
                                                                                                                to
                                                                                                                the
                                                                                                                termination
                                                                                                                of
                                                                                                                said
                                                                                                                90-day
                                                                                                                period,
                                                                                                                and
                                                                                                                such
                                                                                                                notice
                                                                                                                shall
                                                                                                                indicate
                                                                                                                the
                                                                                                                special
                                                                                                                circumstances
                                                                                                                which
                                                                                                                make
                                                                                                                the
                                                                                                                postponement
                                                                                                                appropriate.

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	 	
                                                                                                              (c)

                                                                                                            	
                                                                                                              Right
                                                                                                                of
                                                                                                                Review.
                                                                                                                In
                                                                                                                the
                                                                                                                event
                                                                                                                of
                                                                                                                denial
                                                                                                                or
                                                                                                                limitation
                                                                                                                of
                                                                                                                his
                                                                                                                benefit,
                                                                                                                the
                                                                                                                Claimant
                                                                                                                or
                                                                                                                his
                                                                                                                duly
                                                                                                                authorized
                                                                                                                representative
                                                                                                                shall
                                                                                                                be
                                                                                                                permitted
                                                                                                                to
                                                                                                                review
                                                                                                                pertinent
                                                                                                                documents
                                                                                                                and
                                                                                                                to
                                                                                                                submit
                                                                                                                to
                                                                                                                the
                                                                                                                Committee
                                                                                                                issues
                                                                                                                and
                                                                                                                comments
                                                                                                                in
                                                                                                                writing.
                                                                                                                In
                                                                                                                addition,
                                                                                                                the
                                                                                                                Claimant
                                                                                                                or
                                                                                                                his
                                                                                                                duly
                                                                                                                authorized
                                                                                                                representative
                                                                                                                may
                                                                                                                make
                                                                                                                a
                                                                                                                written
                                                                                                                request
                                                                                                                for
                                                                                                                a
                                                                                                                full
                                                                                                                and
                                                                                                                fair
                                                                                                                review
                                                                                                                of
                                                                                                                his
                                                                                                                claim
                                                                                                                and
                                                                                                                its
                                                                                                                denial
                                                                                                                by
                                                                                                                the
                                                                                                                Committee;
                                                                                                                provided,
                                                                                                                however,
                                                                                                                that
                                                                                                                such
                                                                                                                written
                                                                                                                request
                                                                                                                must
                                                                                                                be
                                                                                                                received
                                                                                                                by
                                                                                                                the
                                                                                                                Committee
                                                                                                                (or
                                                                                                                its
                                                                                                                delegate
                                                                                                                to
                                                                                                                receive
                                                                                                                such
                                                                                                                requests)
                                                                                                                within
                                                                                                                60
                                                                                                                days
                                                                                                                after
                                                                                                                receipt
                                                                                                                by
                                                                                                                the
                                                                                                                Claimant
                                                                                                                of
                                                                                                                written
                                                                                                                notification
                                                                                                                of
                                                                                                                the
                                                                                                                denial
                                                                                                                or
                                                                                                                limitation
                                                                                                                of
                                                                                                                the
                                                                                                                claim.
                                                                                                                The
                                                                                                                60-day
                                                                                                                requirement
                                                                                                                may
                                                                                                                be
                                                                                                                waived
                                                                                                                by
                                                                                                                the
                                                                                                                Committee
                                                                                                                in
                                                                                                                appropriate
                                                                                                                cases.

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	 	
                                                                                                              (d)

                                                                                                            	
                                                                                                              Decision
                                                                                                                on
                                                                                                                Review.
                                                                                                                A
                                                                                                                decision
                                                                                                                shall
                                                                                                                be
                                                                                                                rendered
                                                                                                                by
                                                                                                                the
                                                                                                                Committee
                                                                                                                within
                                                                                                                60
                                                                                                                days
                                                                                                                after
                                                                                                                the
                                                                                                                receipt
                                                                                                                of
                                                                                                                the
                                                                                                                request
                                                                                                                for
                                                                                                                review,
                                                                                                                provided
                                                                                                                that
                                                                                                                where
                                                                                                                special
                                                                                                                circumstances
                                                                                                                require
                                                                                                                an
                                                                                                                extension
                                                                                                                of
                                                                                                                time
                                                                                                                for
                                                                                                                processing
                                                                                                                the
                                                                                                                decision,
                                                                                                                it
                                                                                                                may
                                                                                                                be
                                                                                                                postponed
                                                                                                                on
                                                                                                                written
                                                                                                                notice
                                                                                                                to
                                                                                                                the
                                                                                                                Claimant
                                                                                                                (prior
                                                                                                                to
                                                                                                                the
                                                                                                                expiration
                                                                                                                of
                                                                                                                the
                                                                                                                initial
                                                                                                                60-day
                                                                                                                period)
                                                                                                                for
                                                                                                                an
                                                                                                                additional
                                                                                                                60
                                                                                                                days
                                                                                                                after
                                                                                                                the
                                                                                                                receipt
                                                                                                                of
                                                                                                                such
                                                                                                                request
                                                                                                                for
                                                                                                                review.
                                                                                                                Any
                                                                                                                decision
                                                                                                                by
                                                                                                                the
                                                                                                                Committee
                                                                                                                shall
                                                                                                                be
                                                                                                                furnished
                                                                                                                to
                                                                                                                the
                                                                                                                Claimant
                                                                                                                in
                                                                                                                writing
                                                                                                                and
                                                                                                                shall
                                                                                                                set
                                                                                                                forth
                                                                                                                the
                                                                                                                specific
                                                                                                                reasons
                                                                                                                for
                                                                                                                the
                                                                                                                decision
                                                                                                                and
                                                                                                                the
                                                                                                                specific
                                                                                                                Plan
                                                                                                                provisions
                                                                                                                on
                                                                                                                which
                                                                                                                the
                                                                                                                decision
                                                                                                                is
                                                                                                                based.

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	 	
                                                                                                              (e)

                                                                                                            	
                                                                                                              Court
                                                                                                                Action.
                                                                                                                No
                                                                                                                Participant,
                                                                                                                Beneficiary
                                                                                                                or
                                                                                                                other
                                                                                                                Claimant
                                                                                                                shall
                                                                                                                have
                                                                                                                the
                                                                                                                right
                                                                                                                to
                                                                                                                seek
                                                                                                                judicial
                                                                                                                review
                                                                                                                of
                                                                                                                a
                                                                                                                denial
                                                                                                                of
                                                                                                                benefits,
                                                                                                                or
                                                                                                                to
                                                                                                                bring
                                                                                                                any
                                                                                                                action
                                                                                                                in
                                                                                                                any
                                                                                                                court
                                                                                                                to
                                                                                                                enforce
                                                                                                                a
                                                                                                                claim
                                                                                                                for
                                                                                                                benefits
                                                                                                                prior
                                                                                                                to
                                                                                                                filing
                                                                                                                a
                                                                                                                claim
                                                                                                                for
                                                                                                                benefits
                                                                                                                or
                                                                                                                exhausting
                                                                                                                his
                                                                                                                rights
                                                                                                                to
                                                                                                                review
                                                                                                                under
                                                                                                                this
                                                                                                                Section
                                                                                                                13.7.
                                                                                                                

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	 	
                                                                                                              (f)

                                                                                                            	
                                                                                                              Notification.
                                                                                                                The
                                                                                                                Committee
                                                                                                                shall
                                                                                                                provide
                                                                                                                a
                                                                                                                Claimant
                                                                                                                with
                                                                                                                written
                                                                                                                or
                                                                                                                electronic
                                                                                                                notification.
                                                                                                                Electronic
                                                                                                                notification
                                                                                                                must
                                                                                                                comply
                                                                                                                with
                                                                                                                the
                                                                                                                standards
                                                                                                                imposed
                                                                                                                by
                                                                                                                29
                                                                                                                CFR
                                                                                                                2520.104b-1(c)(1)(i),
                                                                                                                (ii),
                                                                                                                (iii),
                                                                                                                and
                                                                                                                (iv).

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                  

                                                                                                  

                                                                                                    ARTICLE
                                                                                                      I 

                                                                                                    AMENDMENT,
                                                                                                      TERMINATION
                                                                                                      AND
                                                                                                      MERGER

                                                                                                    

                                                                                                      14.1    Adoption
                                                                                                        of
                                                                                                        Plan.   
                                                                                                        If
                                                                                                        an
                                                                                                        entity
                                                                                                        became
                                                                                                        an
                                                                                                        Affiliated
                                                                                                        Employer
                                                                                                        pursuant
                                                                                                        to
                                                                                                        an
                                                                                                        acquisition
                                                                                                        and
                                                                                                        according
                                                                                                        to
                                                                                                        Section
                                                                                                        1.39
                                                                                                        of
                                                                                                        the
                                                                                                        Plan
                                                                                                        is
                                                                                                        not
                                                                                                        automatically
                                                                                                        a
                                                                                                        Participating
                                                                                                        Employer,
                                                                                                        such
                                                                                                        entity
                                                                                                        will
                                                                                                        be
                                                                                                        deemed
                                                                                                        to
                                                                                                        have
                                                                                                        adopted
                                                                                                        the
                                                                                                        Plan
                                                                                                        upon
                                                                                                        execution
                                                                                                        of
                                                                                                        an
                                                                                                        agreement
                                                                                                        that
                                                                                                        merges
                                                                                                        its
                                                                                                        defined
                                                                                                        contribution
                                                                                                        plan
                                                                                                        with
                                                                                                        401(k)
                                                                                                        features
                                                                                                        in
                                                                                                        this
                                                                                                        Plan.
                                                                                                        Also,
                                                                                                        any
                                                                                                        entity
                                                                                                        which
                                                                                                        is
                                                                                                        an
                                                                                                        Affiliated
                                                                                                        Employer
                                                                                                        and
                                                                                                        is
                                                                                                        not
                                                                                                        automatically
                                                                                                        a
                                                                                                        Participating
                                                                                                        Employer,
                                                                                                        may,
                                                                                                        with
                                                                                                        the
                                                                                                        permission
                                                                                                        of
                                                                                                        the
                                                                                                        Board
                                                                                                        of
                                                                                                        Directors
                                                                                                        or
                                                                                                        Compensation
                                                                                                        Committee,
                                                                                                        elect
                                                                                                        to
                                                                                                        adopt
                                                                                                        this
                                                                                                        Plan
                                                                                                        and
                                                                                                        Trust.

                                                                                                       

                                                                                                      
                                                                                                        14.2     Amendments.

                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                            	 	
                                                                                                                    (a)

                                                                                                                  	
                                                                                                                    The
                                                                                                                      Employer
                                                                                                                      expressly
                                                                                                                      reserves
                                                                                                                      the
                                                                                                                      right
                                                                                                                      to
                                                                                                                      amend
                                                                                                                      this
                                                                                                                      Plan
                                                                                                                      and
                                                                                                                      Trust
                                                                                                                      at
                                                                                                                      any
                                                                                                                      time
                                                                                                                      and
                                                                                                                      from
                                                                                                                      time
                                                                                                                      to
                                                                                                                      time,
                                                                                                                      and
                                                                                                                      to
                                                                                                                      any
                                                                                                                      extent
                                                                                                                      and
                                                                                                                      in
                                                                                                                      any
                                                                                                                      manner
                                                                                                                      that
                                                                                                                      the
                                                                                                                      Employer
                                                                                                                      may
                                                                                                                      deem
                                                                                                                      advisable.
                                                                                                                      The
                                                                                                                      Board
                                                                                                                      of
                                                                                                                      Directors
                                                                                                                      delegates
                                                                                                                      to
                                                                                                                      the
                                                                                                                      Committee
                                                                                                                      the
                                                                                                                      right
                                                                                                                      to
                                                                                                                      amend
                                                                                                                      the
                                                                                                                      Plan
                                                                                                                      and
                                                                                                                      Trust
                                                                                                                      to
                                                                                                                      comply
                                                                                                                      with
                                                                                                                      changes
                                                                                                                      in
                                                                                                                      laws
                                                                                                                      and
                                                                                                                      regulations
                                                                                                                      governing
                                                                                                                      them.
                                                                                                                      The
                                                                                                                      Board
                                                                                                                      also
                                                                                                                      delegates
                                                                                                                      to
                                                                                                                      the
                                                                                                                      Committee
                                                                                                                      to
                                                                                                                      right
                                                                                                                      to
                                                                                                                      incorporate
                                                                                                                      prior
                                                                                                                      amendments
                                                                                                                      authorized
                                                                                                                      by
                                                                                                                      the
                                                                                                                      Board
                                                                                                                      or
                                                                                                                      adopted
                                                                                                                      by
                                                                                                                      the
                                                                                                                      Committee
                                                                                                                      and
                                                                                                                      current
                                                                                                                      amendments
                                                                                                                      adopted
                                                                                                                      by
                                                                                                                      the
                                                                                                                      Committee
                                                                                                                      into
                                                                                                                      one
                                                                                                                      Plan
                                                                                                                      and
                                                                                                                      Trust.
                                                                                                                      Each
                                                                                                                      amendment
                                                                                                                      shall
                                                                                                                      be
                                                                                                                      authorized
                                                                                                                      by
                                                                                                                      the
                                                                                                                      Committee
                                                                                                                      and
                                                                                                                      shall
                                                                                                                      be
                                                                                                                      set
                                                                                                                      forth
                                                                                                                      in
                                                                                                                      an
                                                                                                                      instrument
                                                                                                                      in
                                                                                                                      writing
                                                                                                                      executed
                                                                                                                      on
                                                                                                                      behalf
                                                                                                                      of
                                                                                                                      the
                                                                                                                      Employer
                                                                                                                      by
                                                                                                                      any
                                                                                                                      one
                                                                                                                      member
                                                                                                                      of
                                                                                                                      the
                                                                                                                      Committee.

                                                                                                                  


                                                                                                          

                                                                                                           

                                                                                                          
                                                                                                            	 	
                                                                                                                    (b)

                                                                                                                  	
                                                                                                                    No
                                                                                                                      amendment
                                                                                                                      to
                                                                                                                      the
                                                                                                                      Plan
                                                                                                                      (a)
                                                                                                                      shall
                                                                                                                      have
                                                                                                                      the
                                                                                                                      effect
                                                                                                                      of
                                                                                                                      vesting
                                                                                                                      in
                                                                                                                      the
                                                                                                                      Employer
                                                                                                                      any
                                                                                                                      interest
                                                                                                                      in
                                                                                                                      the
                                                                                                                      Trust;
                                                                                                                      or
                                                                                                                      (b)
                                                                                                                      shall
                                                                                                                      cause
                                                                                                                      or
                                                                                                                      permit
                                                                                                                      the
                                                                                                                      Trust
                                                                                                                      or
                                                                                                                      any
                                                                                                                      part
                                                                                                                      thereof
                                                                                                                      to
                                                                                                                      be
                                                                                                                      diverted
                                                                                                                      to
                                                                                                                      purposes
                                                                                                                      other
                                                                                                                      than
                                                                                                                      the
                                                                                                                      exclusive
                                                                                                                      benefit
                                                                                                                      of
                                                                                                                      the
                                                                                                                      present
                                                                                                                      or
                                                                                                                      future
                                                                                                                      Participants
                                                                                                                      and
                                                                                                                      their
                                                                                                                      Beneficiaries
                                                                                                                      and
                                                                                                                      Alternate
                                                                                                                      Payees;
                                                                                                                      or
                                                                                                                      (c)
                                                                                                                      shall
                                                                                                                      increase
                                                                                                                      the
                                                                                                                      duties
                                                                                                                      or
                                                                                                                      obligations
                                                                                                                      of
                                                                                                                      the
                                                                                                                      Trustee
                                                                                                                      without
                                                                                                                      its
                                                                                                                      written
                                                                                                                      consent.

                                                                                                                  


                                                                                                          

                                                                                                          
                                                                                                             

                                                                                                            
                                                                                                                      14.3    Plan
                                                                                                                Termination:
                                                                                                                Discontinuance
                                                                                                                of
                                                                                                                Employer
                                                                                                                Contributions.

                                                                                                              

                                                                                                                
                                                                                                                  	 	
                                                                                                                          (a)

                                                                                                                        	
                                                                                                                          The
                                                                                                                            Employer
                                                                                                                            has
                                                                                                                            established
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            with
                                                                                                                            the
                                                                                                                            bona
                                                                                                                            fide
                                                                                                                            intention
                                                                                                                            and
                                                                                                                            expectation
                                                                                                                            that
                                                                                                                            from
                                                                                                                            year
                                                                                                                            to
                                                                                                                            year
                                                                                                                            it
                                                                                                                            will
                                                                                                                            make
                                                                                                                            its
                                                                                                                            contributions
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Trust
                                                                                                                            under
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            as
                                                                                                                            herein
                                                                                                                            provided.
                                                                                                                            However,
                                                                                                                            the
                                                                                                                            Employer
                                                                                                                            is
                                                                                                                            not
                                                                                                                            and
                                                                                                                            shall
                                                                                                                            not
                                                                                                                            be
                                                                                                                            under
                                                                                                                            any
                                                                                                                            obligation
                                                                                                                            or
                                                                                                                            liability
                                                                                                                            whatsoever
                                                                                                                            to
                                                                                                                            continue
                                                                                                                            its
                                                                                                                            contributions
                                                                                                                            or
                                                                                                                            to
                                                                                                                            maintain
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            for
                                                                                                                            any
                                                                                                                            given
                                                                                                                            length
                                                                                                                            of
                                                                                                                            time,
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Employer
                                                                                                                            reserves
                                                                                                                            the
                                                                                                                            right,
                                                                                                                            in
                                                                                                                            its
                                                                                                                            sole
                                                                                                                            and
                                                                                                                            absolute
                                                                                                                            discretion,
                                                                                                                            to
                                                                                                                            terminate
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            at
                                                                                                                            any
                                                                                                                            time
                                                                                                                            without
                                                                                                                            any
                                                                                                                            liability
                                                                                                                            whatsoever
                                                                                                                            to
                                                                                                                            any
                                                                                                                            Employee,
                                                                                                                            Participant,
                                                                                                                            Beneficiary
                                                                                                                            or
                                                                                                                            Alternate
                                                                                                                            Payee
                                                                                                                            for
                                                                                                                            such
                                                                                                                            termination.

                                                                                                                        


                                                                                                                

                                                                                                                 

                                                                                                                
                                                                                                                  	 	
                                                                                                                          (b)

                                                                                                                        	
                                                                                                                          Upon
                                                                                                                            the
                                                                                                                            complete
                                                                                                                            or
                                                                                                                            partial
                                                                                                                            termination
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            or
                                                                                                                            the
                                                                                                                            complete
                                                                                                                            discontinuance
                                                                                                                            of
                                                                                                                            Employer
                                                                                                                            contributions
                                                                                                                            under
                                                                                                                            the
                                                                                                                            Plan,
                                                                                                                            the
                                                                                                                            Accrued
                                                                                                                            Benefit
                                                                                                                            of
                                                                                                                            all
                                                                                                                            active
                                                                                                                            Participants
                                                                                                                            affected
                                                                                                                            thereby
                                                                                                                            shall
                                                                                                                            become
                                                                                                                            fully
                                                                                                                            vested
                                                                                                                            and
                                                                                                                            nonforfeitable,
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Committee
                                                                                                                            shall
                                                                                                                            direct
                                                                                                                            the
                                                                                                                            Trustee
                                                                                                                            to
                                                                                                                            distribute
                                                                                                                            assets
                                                                                                                            remaining
                                                                                                                            in
                                                                                                                            the
                                                                                                                            Trust,
                                                                                                                            after
                                                                                                                            payment
                                                                                                                            of
                                                                                                                            any
                                                                                                                            expenses
                                                                                                                            properly
                                                                                                                            chargeable
                                                                                                                            thereto,
                                                                                                                            to
                                                                                                                            Participants
                                                                                                                            or
                                                                                                                            their
                                                                                                                            Beneficiaries.
                                                                                                                            

                                                                                                                        


                                                                                                                

                                                                                                                

                                                                                                                  14.4  
Successor
                                                                                                                    Employer.  
In
                                                                                                                    the
                                                                                                                    event
                                                                                                                    of
                                                                                                                    the
                                                                                                                    dissolution,
                                                                                                                    merger,
                                                                                                                    consolidation
                                                                                                                    or
                                                                                                                    reorganization
                                                                                                                    of
                                                                                                                    the
                                                                                                                    Employer,
                                                                                                                    provision
                                                                                                                    may
                                                                                                                    be
                                                                                                                    made
                                                                                                                    by
                                                                                                                    which
                                                                                                                    the
                                                                                                                    Plan
                                                                                                                    and
                                                                                                                    Trust
                                                                                                                    shall
                                                                                                                    be
                                                                                                                    continued
                                                                                                                    by
                                                                                                                    a
                                                                                                                    successor
                                                                                                                    Employer,
                                                                                                                    in
                                                                                                                    which
                                                                                                                    case
                                                                                                                    such
                                                                                                                    successor
                                                                                                                    Employer
                                                                                                                    shall
                                                                                                                    be
                                                                                                                    substituted
                                                                                                                    for
                                                                                                                    the
                                                                                                                    Employer
                                                                                                                    under
                                                                                                                    the
                                                                                                                    Plan.
                                                                                                                    The
                                                                                                                    substitution
                                                                                                                    of
                                                                                                                    the
                                                                                                                    successor
                                                                                                                    Employer
                                                                                                                    shall
                                                                                                                    constitute
                                                                                                                    an
                                                                                                                    assumption
                                                                                                                    of
                                                                                                                    Plan
                                                                                                                    liabilities
                                                                                                                    by
                                                                                                                    the
                                                                                                                    successor
                                                                                                                    Employer,
                                                                                                                    and
                                                                                                                    the
                                                                                                                    successor
                                                                                                                    Employer
                                                                                                                    shall
                                                                                                                    have
                                                                                                                    all
                                                                                                                    powers,
                                                                                                                    duties
                                                                                                                    and
                                                                                                                    responsibilities
                                                                                                                    of
                                                                                                                    the
                                                                                                                    Employer
                                                                                                                    under
                                                                                                                    the
                                                                                                                    Plan.

                                                                                                                   

                                                                                                                  14.5   Merger,
                                                                                                                    Consolidation
                                                                                                                    or
                                                                                                                    Transfer. 
                                                                                                                    The
                                                                                                                    Plan
                                                                                                                    may
                                                                                                                    be
                                                                                                                    merged
                                                                                                                    or
                                                                                                                    consolidated
                                                                                                                    with,
                                                                                                                    or
                                                                                                                    its
                                                                                                                    assets
                                                                                                                    and
                                                                                                                    liabilities
                                                                                                                    may
                                                                                                                    be
                                                                                                                    transferred
                                                                                                                    to,
                                                                                                                    any
                                                                                                                    other
                                                                                                                    plan
                                                                                                                    only
                                                                                                                    if
                                                                                                                    the
                                                                                                                    benefits
                                                                                                                    which
                                                                                                                    would
                                                                                                                    be
                                                                                                                    received
                                                                                                                    by
                                                                                                                    a
                                                                                                                    Participant
                                                                                                                    in
                                                                                                                    the
                                                                                                                    event
                                                                                                                    of
                                                                                                                    a
                                                                                                                    termination
                                                                                                                    of
                                                                                                                    the
                                                                                                                    Plan
                                                                                                                    immediately
                                                                                                                    after
                                                                                                                    such
                                                                                                                    transfer,
                                                                                                                    merger
                                                                                                                    or
                                                                                                                    consolidation
                                                                                                                    are
                                                                                                                    at
                                                                                                                    least
                                                                                                                    equal
                                                                                                                    to
                                                                                                                    the
                                                                                                                    benefits
                                                                                                                    such
                                                                                                                    Participant
                                                                                                                    would
                                                                                                                    have
                                                                                                                    received
                                                                                                                    if
                                                                                                                    the
                                                                                                                    Plan
                                                                                                                    had
                                                                                                                    terminated
                                                                                                                    immediately
                                                                                                                    prior
                                                                                                                    to
                                                                                                                    the
                                                                                                                    transfer,
                                                                                                                    merger
                                                                                                                    or
                                                                                                                    consolidation.

                                                                                                                  

                                                                                                                    ARTICLE XV

                                                                                                                    MISCELLANEOUS
                                                                                                                      PROVISIONS

                                                                                                                     

                                                                                                                    

                                                                                                                      15.1   Exclusive
                                                                                                                        Benefit
                                                                                                                        of
                                                                                                                        Participants
                                                                                                                        and
                                                                                                                        Beneficiaries.

                                                                                                                      

                                                                                                                        
                                                                                                                          	 	
                                                                                                                                  (a)

                                                                                                                                	
                                                                                                                                  All
                                                                                                                                    assets
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Trusts
                                                                                                                                    shall
                                                                                                                                    be
                                                                                                                                    retained
                                                                                                                                    for
                                                                                                                                    the
                                                                                                                                    exclusive
                                                                                                                                    benefit
                                                                                                                                    of
                                                                                                                                    Participants
                                                                                                                                    and
                                                                                                                                    their
                                                                                                                                    Beneficiaries,
                                                                                                                                    and
                                                                                                                                    shall
                                                                                                                                    be
                                                                                                                                    used
                                                                                                                                    only
                                                                                                                                    to
                                                                                                                                    pay
                                                                                                                                    benefits
                                                                                                                                    to
                                                                                                                                    such
                                                                                                                                    persons
                                                                                                                                    or
                                                                                                                                    to
                                                                                                                                    pay
                                                                                                                                    reasonable
                                                                                                                                    fees
                                                                                                                                    and
                                                                                                                                    expenses
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Trusts
                                                                                                                                    and
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    administration
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Plan.
                                                                                                                                    The
                                                                                                                                    assets
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Trusts
                                                                                                                                    shall
                                                                                                                                    not
                                                                                                                                    revert
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    benefit
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Employer,
                                                                                                                                    except
                                                                                                                                    as
                                                                                                                                    otherwise
                                                                                                                                    specifically
                                                                                                                                    provided
                                                                                                                                    in
                                                                                                                                    Section
                                                                                                                                    15.1(b)
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Plan.

                                                                                                                                


                                                                                                                        

                                                                                                                         

                                                                                                                        
                                                                                                                          	 	
                                                                                                                                  (b)

                                                                                                                                	
                                                                                                                                  Contributions
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Trusts
                                                                                                                                    under
                                                                                                                                    this
                                                                                                                                    Plan
                                                                                                                                    are
                                                                                                                                    subject
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    following
                                                                                                                                    conditions:

                                                                                                                                


                                                                                                                        

                                                                                                                         

                                                                                                                        
                                                                                                                          	 	
                                                                                                                                  (1)

                                                                                                                                	
                                                                                                                                  If
                                                                                                                                    a
                                                                                                                                    contribution
                                                                                                                                    or
                                                                                                                                    any
                                                                                                                                    part
                                                                                                                                    thereof
                                                                                                                                    is
                                                                                                                                    made
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Trusts
                                                                                                                                    by
                                                                                                                                    the
                                                                                                                                    Employer
                                                                                                                                    under
                                                                                                                                    a
                                                                                                                                    mistake
                                                                                                                                    of
                                                                                                                                    fact,
                                                                                                                                    such
                                                                                                                                    contribution
                                                                                                                                    or
                                                                                                                                    part
                                                                                                                                    thereof
                                                                                                                                    shall
                                                                                                                                    be
                                                                                                                                    returned
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Employer
                                                                                                                                    within
                                                                                                                                    one
                                                                                                                                    year
                                                                                                                                    after
                                                                                                                                    the
                                                                                                                                    date
                                                                                                                                    the
                                                                                                                                    contribution
                                                                                                                                    is
                                                                                                                                    made;

                                                                                                                                


                                                                                                                        

                                                                                                                         

                                                                                                                        
                                                                                                                          	 	
                                                                                                                                  (2)

                                                                                                                                	
                                                                                                                                  Contributions
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Trusts
                                                                                                                                    are
                                                                                                                                    specifically
                                                                                                                                    conditioned
                                                                                                                                    on
                                                                                                                                    their
                                                                                                                                    deductibility
                                                                                                                                    under
                                                                                                                                    Section
                                                                                                                                    404
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Code
                                                                                                                                    and,
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    extent
                                                                                                                                    a
                                                                                                                                    deduction
                                                                                                                                    is
                                                                                                                                    disallowed
                                                                                                                                    for
                                                                                                                                    any
                                                                                                                                    such
                                                                                                                                    contribution,
                                                                                                                                    such
                                                                                                                                    amount
                                                                                                                                    shall
                                                                                                                                    be
                                                                                                                                    returned
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Employer
                                                                                                                                    within
                                                                                                                                    one
                                                                                                                                    year
                                                                                                                                    after
                                                                                                                                    the
                                                                                                                                    date
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    disallowance
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    deduction.

                                                                                                                                


                                                                                                                        

                                                                                                                        

                                                                                                                          15.2   Nonguarantee
                                                                                                                            of
                                                                                                                            Employment.  
                                                                                                                            Nothing
                                                                                                                            contained
                                                                                                                            in
                                                                                                                            this
                                                                                                                            Plan
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            construed
                                                                                                                            as
                                                                                                                            a
                                                                                                                            contract
                                                                                                                            of
                                                                                                                            employment
                                                                                                                            between
                                                                                                                            the
                                                                                                                            Employer
                                                                                                                            and
                                                                                                                            any
                                                                                                                            Employee,
                                                                                                                            or
                                                                                                                            as
                                                                                                                            a
                                                                                                                            right
                                                                                                                            of
                                                                                                                            any
                                                                                                                            Employee
                                                                                                                            to
                                                                                                                            be
                                                                                                                            continued
                                                                                                                            in
                                                                                                                            the
                                                                                                                            employment
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Employer,
                                                                                                                            or
                                                                                                                            as
                                                                                                                            a
                                                                                                                            limitation
                                                                                                                            of
                                                                                                                            the
                                                                                                                            right
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Employer
                                                                                                                            to
                                                                                                                            discharge
                                                                                                                            any
                                                                                                                            of
                                                                                                                            its
                                                                                                                            Employees,
                                                                                                                            with
                                                                                                                            or
                                                                                                                            without
                                                                                                                            cause.

                                                                                                                           

                                                                                                                          15.3   Rights
                                                                                                                            to
                                                                                                                            Trust
                                                                                                                            Assets.  
                                                                                                                            No
                                                                                                                            Employee,
                                                                                                                            Participant
                                                                                                                            or
                                                                                                                            Beneficiary
                                                                                                                            shall
                                                                                                                            have
                                                                                                                            any
                                                                                                                            right
                                                                                                                            to,
                                                                                                                            or
                                                                                                                            interest
                                                                                                                            in,
                                                                                                                            any
                                                                                                                            assets
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Trusts
                                                                                                                            upon
                                                                                                                            termination
                                                                                                                            of
                                                                                                                            employment
                                                                                                                            or
                                                                                                                            otherwise,
                                                                                                                            except
                                                                                                                            as
                                                                                                                            provided
                                                                                                                            under
                                                                                                                            the
                                                                                                                            Plan.
                                                                                                                            All
                                                                                                                            payments
                                                                                                                            of
                                                                                                                            benefits
                                                                                                                            under
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            made
                                                                                                                            solely
                                                                                                                            out
                                                                                                                            of
                                                                                                                            the
                                                                                                                            assets
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Trusts.

                                                                                                                           

                                                                                                                          15.4   Nonalienation
                                                                                                                            of
                                                                                                                            Benefits.  
                                                                                                                            Except
                                                                                                                            as
                                                                                                                            provided
                                                                                                                            under
                                                                                                                            Article
                                                                                                                            IX
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            with
                                                                                                                            respect
                                                                                                                            to
                                                                                                                            Plan
                                                                                                                            loans,
                                                                                                                            benefits
                                                                                                                            payable
                                                                                                                            under
                                                                                                                            the
                                                                                                                            Plan
                                                                                                                            shall
                                                                                                                            not
                                                                                                                            be
                                                                                                                            subject
                                                                                                                            in
                                                                                                                            any
                                                                                                                            manner
                                                                                                                            to
                                                                                                                            anticipation,
                                                                                                                            alienation,
                                                                                                                            sale,
                                                                                                                            transfer,
                                                                                                                            assignment,
                                                                                                                            pledge,
                                                                                                                            encumbrance,
                                                                                                                            charge,
                                                                                                                            garnishment,
                                                                                                                            execution
                                                                                                                            or
                                                                                                                            levy
                                                                                                                            of
                                                                                                                            any
                                                                                                                            kind,
                                                                                                                            voluntary
                                                                                                                            or
                                                                                                                            involuntary;
                                                                                                                            provided,
                                                                                                                            however,
                                                                                                                            that
                                                                                                                            the
                                                                                                                            Committee
                                                                                                                            shall
                                                                                                                            not
                                                                                                                            be
                                                                                                                            hereby
                                                                                                                            precluded
                                                                                                                            from
                                                                                                                            complying
                                                                                                                            with
                                                                                                                            a
                                                                                                                            qualified
                                                                                                                            domestic
                                                                                                                            relations
                                                                                                                            order
                                                                                                                            described
                                                                                                                            in
                                                                                                                            Section
                                                                                                                            414(p)
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Code.
                                                                                                                            Any
                                                                                                                            attempt
                                                                                                                            to
                                                                                                                            anticipate,
                                                                                                                            alienate,
                                                                                                                            sell,
                                                                                                                            transfer,
                                                                                                                            assign,
                                                                                                                            pledge,
                                                                                                                            encumber,
                                                                                                                            charge
                                                                                                                            or
                                                                                                                            otherwise
                                                                                                                            dispose
                                                                                                                            of
                                                                                                                            any
                                                                                                                            right
                                                                                                                            to
                                                                                                                            benefits
                                                                                                                            payable
                                                                                                                            hereunder
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            void.
                                                                                                                            The
                                                                                                                            Trust
                                                                                                                            shall
                                                                                                                            not
                                                                                                                            in
                                                                                                                            any
                                                                                                                            manner
                                                                                                                            be
                                                                                                                            liable
                                                                                                                            for,
                                                                                                                            or
                                                                                                                            subject
                                                                                                                            to,
                                                                                                                            the
                                                                                                                            debts,
                                                                                                                            contracts,
                                                                                                                            liabilities,
                                                                                                                            engagements
                                                                                                                            or
                                                                                                                            torts
                                                                                                                            of
                                                                                                                            any
                                                                                                                            person
                                                                                                                            entitled
                                                                                                                            to
                                                                                                                            benefits
                                                                                                                            hereunder.

                                                                                                                           

                                                                                                                          15.5   Gender.   
                                                                                                                            The
                                                                                                                            use
                                                                                                                            of
                                                                                                                            the
                                                                                                                            masculine
                                                                                                                            pronoun
                                                                                                                            shall
                                                                                                                            extend
                                                                                                                            to
                                                                                                                            and
                                                                                                                            include
                                                                                                                            the
                                                                                                                            feminine
                                                                                                                            gender
                                                                                                                            wherever
                                                                                                                            appropriate,
                                                                                                                            the
                                                                                                                            use
                                                                                                                            of
                                                                                                                            the
                                                                                                                            singular
                                                                                                                            shall
                                                                                                                            include
                                                                                                                            the
                                                                                                                            plural
                                                                                                                            and
                                                                                                                            the
                                                                                                                            use
                                                                                                                            of
                                                                                                                            the
                                                                                                                            plural
                                                                                                                            shall
                                                                                                                            include
                                                                                                                            the
                                                                                                                            singular
                                                                                                                            wherever
                                                                                                                            appropriate.

                                                                                                                           

                                                                                                                          15.6   Titles
                                                                                                                            and
                                                                                                                            Headings.  
                                                                                                                            The
                                                                                                                            titles
                                                                                                                            or
                                                                                                                            headings
                                                                                                                            of
                                                                                                                            the
                                                                                                                            respective
                                                                                                                            Articles
                                                                                                                            and
                                                                                                                            Sections
                                                                                                                            are
                                                                                                                            inserted
                                                                                                                            merely
                                                                                                                            for
                                                                                                                            convenience
                                                                                                                            and
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            given
                                                                                                                            no
                                                                                                                            legal
                                                                                                                            effect.

                                                                                                                          

                                                                                                                            THUS
                                                                                                                              DONE
                                                                                                                              AND
                                                                                                                              SIGNED
                                                                                                                              this
                                                                                                                              22nd
                                                                                                                              day
                                                                                                                              of
                                                                                                                              December,
                                                                                                                              2006.

                                                                                                                             


                                                                                                                            
                                                                                                                              	
                                                                                                                                      WITNESSES:

                                                                                                                                       

                                                                                                                                      /s/
                                                                                                                                        Vickie
                                                                                                                                        Sartor__________   

                                                                                                                                       

                                                                                                                                      /s/
                                                                                                                                        Sandra
                                                                                                                                        B.
                                                                                                                                        Post________   

                                                                                                                                       

                                                                                                                                    	
                                                                                                                                      CENTURYTEL,
                                                                                                                                        INC.

                                                                                                                                       

                                                                                                                                      By:
                                                                                                                                         /s/
                                                                                                                                        R.
                                                                                                                                        Stewart
                                                                                                                                        Ewing_________

                                                                                                                                      R.
                                                                                                                                        Stewart
                                                                                                                                        Ewing,
                                                                                                                                        Executive
                                                                                                                                        Vice

                                                                                                                                      President
                                                                                                                                        and
                                                                                                                                        Chief
                                                                                                                                        Financial
                                                                                                                                        Officer