Exhibit 10.41


    
      

      

    

     

    EXHIBIT
      10.41

    


    FINAL
      401(k)/401(m) REGULATIONS AMENDMENT

    


    


    ARTICLE
      I

    PREAMBLE

    


    
      	
              1.1

            	
              Adoption
                and effective date of amendment.
                This Amendment to the Plan is adopted to reflect certain provisions
                of the
                Final Regulations under Code Sections 401(k) and 401(m) that were
                published on December 29, 2004 (hereinafter referred to as the "Final
                401(k) Regulations"). This Amendment is intended as good faith compliance
                with the requirements of these provisions. This Amendment shall be
                effective with respect to Plan Years beginning after December 31,
                2005
                unless the Employer otherwise elects in Section 2.1
                below.

            


    

    


    
      	
              1.2

            	
              Supersession
                of inconsistent provisions.
                This Amendment shall supersede the provisions of the Plan to the
                extent
                those provisions are inconsistent with the provisions of this
                Amendment.

            


    

    


    
      	
              1.3

            	
              Application
                of provisions.
                Certain provisions of this Amendment relate to elective deferrals
                of a
                401(k) plan; if the Plan to which this Amendment relates is not a
                401(k)
                plan, then those provisions of this Amendment do not apply. Certain
                provisions of this Amendment relate to matching contributions and
                /or
                after-tax employee contributions subject to Code Section 401(m);
                if the
                Plan to which this Amendment relates is not subject to Code Section
                401(m), then those provisions of this Amendment do not
                apply.

            


    

    


    


    ARTICLE
      II

    EMPLOYER
      ELECTIONS

    


    
      	
              2.1

            	
              Effective
                Date. This
                Amendment is effective, and the Plan shall implement the provisions
                of the
                Final 401(k) Regulations, with respect to Plan Years beginning after
                December 31, 2005 unless the Employer elects an earlier effective
                date in
                either a or b:

            


    

    


    
      	 	
              a.

            	
              [
                ]

            	
              The
                Amendment is effective and the Final 401(k) Regulations apply to
                Plan
                Years beginning after December 31, 2004 (2005 and subsequent Plan
                Years).

            


    

    


    
      	 	
              b.

            	
              [
                ]

            	
              The
                Amendment is effective and the Final 401(k) Regulations apply to
                Plan
                Years ending after December 29, 2004 (2004 and subsequent Plan Years).
                

            


    

    


    
      	
              2.2

            	
              ACP
                Test Safe Harbor. Unless
                otherwise selected below, if this Plan uses the ADP Test Safe Harbor
                provisions, then the provisions of Amendment Section 9.2(a) apply
                and all
                matching contributions under the Plan will be applied without regard
                to
                any allocation conditions except as provided in that Section.
                

            


    

    


    
      	 	
              a.

            	
              [
                ]

            	
              The
                provisions of Amendment Section 9.2(b) apply. The allocation conditions
                applicable to matching contributions under the Plan continue to apply
                (if
                selected, the Plan is not an ACP Test Safe Harbor Plan).
                

            


    

    


    
      	 	
              b.

            	
              [
                ]

            	
              The
                provisions of Amendment Section 9.2 (c) apply. All matching contributions
                under the Plan will be applied without regard to any allocation conditions
                as of the effective date of this
                Amendment.

            


    

     

    
 

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

    GENERAL
      RULES

    


    
      	
              3.1

            	
              Deferral
                elections.
                A
                cash or deferred arrangement ("CODA") is an arrangement under which
                eligible Employees may make elective deferral elections. Such elections
                cannot relate to compensation that is currently available prior to
                the
                adoption or effective date of the CODA. In addition, except for
                occasional, bona fide administrative considerations, contributions
                made
                pursuant to such an election cannot precede the earlier of (1) the
                performance of services relating to the contribution and (2) when
                the
                compensation that is subject to the election would be currently available
                to the Employee in the absence of an election to defer.
                

            


    

    


    
      	
              3.2

            	
              Vesting
                provisions.
                Elective Contributions are always fully vested and nonforfeitable.
                The
                Plan shall disregard Elective Contributions in applying the vesting
                provisions of the Plan to other contributions or benefits under Code
                Section 411(a)(2). However, the Plan shall otherwise take a participant's
                Elective Contributions into account in determining the Participant's
                vested benefits under the Plan. Thus, for example, the Plan shall
                take
                Elective Contributions into account in determining whether a Participant
                has a nonforfeitable right to contributions under the Plan for purposes
                of
                forfeitures, and for applying provisions permitting the repayment
                of
                distributions to have forfeited amounts restored, and the provisions
                of
                Code Sections 410(a)(5)(D)(iii) and 411(a)(6)(D)(iii) permitting
                a plan to
                disregard certain service completed prior to breaks-in-service (sometimes
                referred to as "the rule of
                parity").

            


    

    


    


    ARTICLE
      IV

    HARDSHIP
      DISTRIBUTIONS

    


    
      	
              4.1

            	
              Applicability.
                The provisions of this Article IV apply if the Plan provides for
                hardship
                distributions upon satisfaction of the deemed immediate and heavy
                financial need standards set forth in Regulation Section
                1.401(k)-1(d)(2)(iv)(A) as in effect prior to the issuance of the
                Final
                401(k) Regulations. 

            


    

    


    
      	
              4.2

            	
              Hardship
                events. 
                A
                distribution under the Plan is hereby deemed to be on account of
                an
                immediate and heavy financial need of an Employee if the distribution
                is
                for one of the following or any other item permitted under Regulation
                Section 1.401(k)-1(d)(3)(iii)(B):

            


    

    


    
      	 	
              (a)

            	
              Expenses
                for (or necessary to obtain) medical care that would be deductible
                under
                Code Section 213(d) (determined without regard to whether the expenses
                exceed 7.5% of adjusted gross
                income);

            


    

    


    
      	 	
              (b)

            	
              Costs
                directly related to the purchase of a principal residence for the
                Employee
                (excluding mortgage payments);

            


    

    


    
      	 	
              (c)

            	
              Payment
                of tuition, related educational fees, and room and board expenses,
                for up
                to the next twelve (12) months of post-secondary education for the
                Employee, the Employee's spouse, children, or dependents (as defined
                in
                Code Section 152, and, for taxable years beginning on or after January
                1,
                2005, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B));
                

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (d)

            	
              Payments
                necessary to prevent the eviction of the Employee from the Employee's
                principal residence or foreclosure on the mortgage on that
                residence;

            


    

    


    
      	 	
              (e)

            	
              Payments
                for burial or funeral expenses for the Employee's deceased parent,
                spouse,
                children or dependents (as defined in Code Section 152, and, for
                taxable
                years beginning on or after January 1, 2005, without regard to Code
                Section 152(d)(1)(B)); or

            


    

    


    
      	 	
              (f)

            	
              Expenses
                for the repair of damage to the Employee's principal residence that
                would
                qualify for the casualty deduction under Code Section 165 (determined
                without regard to whether the loss exceeds 10% of adjusted gross
                income).
                

            


    

    


    
      	
              4.3

            	
              Reduction
                of Code Section 402(g) limit following hardship
                distribution.
                If the Plan provides for hardship distributions upon satisfaction
                of the
                safe harbor standards set forth in Regulation Sections
                1.401(k)-1(d)(3)(iii)(B) (deemed immediate and heavy financial need)
                and
                1.401(k)-1(d)(3)(iv)(E) (deemed necessary to satisfy immediate need),
                then
                there shall be no reduction in the maximum amount of elective deferrals
                that a Participant may make pursuant to Code Section 402(g) solely
                because
                of a hardship distribution made by this Plan or any other plan of
                the
                Employer.

            


    

    


    


    ARTICLE
      V

    ACTUAL
      DEFERRAL PERCENTAGE (ADP) TEST

    


    
      	
              5.1

            	
              Targeted
                contribution limit. Qualified
                Nonelective Contributions (as defined in Regulation Section 1.401(k)-6)
                cannot be taken into account in determining the Actual Deferral Ratio
                (ADR) for a Plan Year for a Non-Highly Compensated Employee (NHCE)
                to the
                extent such contributions exceed the product of that NHCE’s Code Section
                414(s) compensation and the greater of five percent (5%) or two (2)
                times
                the Plan's "representative contribution rate." Any Qualified Nonelective
                Contribution taken into account under an Actual Contribution Percentage
                (ACP) test under Regulation Section 1.401(m)-2(a)(6) (including the
                determination of the representative contribution rate for purposes
                of
                Regulation Section 1.401(m)-2(a)(6)(v)(B)), is not permitted to be
                taken
                into account for purposes of this Section (including the determination
                of
                the "representative contribution rate" under this Section). For purposes
                of this Section:

            


    

    


    
      	 	
              (a)

            	
              The
                Plan's "representative contribution rate" is the lowest "applicable
                contribution rate" of any eligible NHCE among a group of eligible
                NHCEs
                that consists of half of all eligible NHCEs for the Plan Year (or,
                if
                greater, the lowest "applicable contribution rate" of any eligible
                NHCE
                who is in the group of all eligible NHCEs for the Plan Year and who
                is
                employed by the Employer on the last day of the Plan Year),
                and

            


    

    


    
      	 	
              (b)

            	
              The
                "applicable contribution rate" for an eligible NHCE is the sum of
                the
                Qualified Matching Contributions (as defined in Regulation Section
                1.401(k)-6) taken into account in determining the ADR for the eligible
                NHCE for the Plan Year and the Qualified Nonelective Contributions
                made
                for the eligible NHCE for the Plan Year, divided by the eligible
                NHCE's
                Code Section 414(s) compensation for the same
                period.

            


    

    


    Notwithstanding
      the above, Qualified Nonelective Contributions that are made in connection
      with
      an Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46
      Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965),
      Public Law 89-286, or similar legislation can be taken into account for a Plan
      Year for an NHCE to the extent such contributions do not exceed 10 percent
      (10%)
      of that NHCE’s Code Section 414(s) compensation.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    Qualified
      Matching Contributions may only be used to calculate an ADR to the extent that
      such Qualified Matching Contributions are matching contributions that are not
      precluded from being taken into account under the ACP test for the Plan Year
      under the rules of Regulation Section 1.401(m)-2(a)(5)(ii) and as set forth
      in
      Section 7.1. 

    


    
      	
              5.2

            	
              Limitation
                on QNECs and QMACs.
                Qualified Nonelective Contributions and Qualified Matching Contributions
                cannot be taken into account to determine an ADR to the extent such
                contributions are taken into account for purposes of satisfying any
                other
                ADP test, any ACP test, or the requirements of Regulation Section
                1.401(k)-3, 1.401(m)-3, or 1.401(k)-4. Thus, for example, matching
                contributions that are made pursuant to Regulation Section 1.401(k)-3(c)
                cannot be taken into account under the ADP test. Similarly, if a
                plan
                switches from the current year testing method to the prior year testing
                method pursuant to Regulation Section 1.401(k)-2(c), Qualified Nonelective
                Contributions that are taken into account under the current year
                testing
                method for a year may not be taken into account under the prior year
                testing method for the next year.

            


    

    


    
      	
              5.3

            	
              ADR
                of HCE if multiple plans. The
                Actual Deferral Ratio (ADR) of any Participant who is a Highly Compensated
                Employee (HCE) for the Plan Year and who is eligible to have Elective
                Contributions (as defined in Regulation Section 1.401(k)-6) (and
                Qualified
                Nonelective Contributions and/or Qualified Matching Contributions,
                if
                treated as Elective Contributions for purposes of the ADP test) allocated
                to such Participant's accounts under two (2) or more cash or deferred
                arrangements described in Code Section 401(k), that are maintained by
                the same Employer, shall be determined as if such Elective Contributions
                (and, if applicable, such Qualified Nonelective Contributions and/or
                Qualified Matching Contributions) were made under a single arrangement.
                If
                an HCE participates in two or more cash or deferred arrangements
                of the
                Employer that have different Plan Years, then all Elective Contributions
                made during the Plan Year being tested under all such cash or deferred
                arrangements shall be aggregated, without regard to the plan years
                of the
                other plans. However, for Plan Years beginning before the effective
                date
                of this Amendment, if the plans have different Plan Years, then all
                such
                cash or deferred arrangements ending with or within the same calendar
                year
                shall be treated as a single cash or deferred arrangement. Notwithstanding
                the foregoing, certain plans shall be treated as separate if mandatorily
                disaggregated under the Regulations of Code Section
                401(k).

            


    

    


    
      	
              5.4

            	
              Plans
                using different testing methods for the ADP and ACP test.
                Except as otherwise provided in this Section, the Plan may use the
                current
                year testing method or prior year testing method for the ADP test
                for a
                Plan Year without regard to whether the current year testing method
                or
                prior year testing method is used for the ACP test for that Plan
                Year.
                However, if different testing methods are used, then the Plan cannot
                use:
                

            


    

    


    
      	 	
              (a)
                

            	
              The
                recharacterization method of Regulation Section 1.401(k)-2(b)(3)
                to
                correct excess contributions for a Plan Year;


            


    

    


    
      	 	
              (b)
                

            	
              The
                rules of Regulation Section 1.401(m)-2(a)(6)(ii) to take Elective
                Contributions into account under the ACP test (rather than the ADP
                test);
                or 

            


    

    


    
      	 	
              (c)

            	
              The
                rules of Regulation Section 1.401(k)-2(a)(6)(v) to take Qualified
                Matching
                Contributions into account under the ADP test (rather than the ACP
                test).
                

            


    

    


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    ARTICLE
      VI

    ADJUSTMENT
      TO ADP TEST

    


    
      	
              6.1

            	
              Distribution
                of Income attributable to Excess Contributions.
                Distributions of Excess Contributions must be adjusted for income
                (gain or
                loss), including an adjustment for income for the period between
                the end
                of the Plan Year and the date of the distribution (the "gap period").
                The
                Administrator has the discretion to determine and allocate income
                using
                any of the methods set forth below:


            


    

    


    
      	 	
              (a)

            	
              Reasonable
                method of allocating income.
                The Administrator may use any reasonable method for computing the
                income
                allocable to Excess Contributions, provided that the method does
                not
                violate Code Section 401(a)(4), 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 Participant’s accounts. A
                Plan will not fail to use a reasonable method for computing the income
                allocable to Excess Contributions merely because the income allocable
                to
                Excess Contributions is determined on a date that is no more than
                seven
                (7) days before the distribution.

            


    

    


    
      	 	
              (b)

            	
              Alternative
                method of allocating income.
                The Administrator may allocate income to Excess Contributions for
                the Plan
                Year by multiplying the income for the Plan Year allocable to the
                Elective
                Contributions and other amounts taken into account under the ADP
                test
                (including contributions made for the Plan Year), by a fraction,
                the
                numerator of which is the Excess Contributions for the Employee for
                the
                Plan Year, and the denominator of which is the sum of
                the:

            


    

    


    
      	 	
              (1)
                

            	
              Account
                balance attributable to Elective Contributions and other amounts
                taken
                into account under the ADP test as of the beginning of the Plan Year,
                and

            


    

    


    
      	 	
              (2)
                

            	
              Any
                additional amount of such contributions made for the Plan
                Year.

            


    

    


    
      	 	
              (c)

            	
              Safe
                harbor method of allocating gap period income.
                The
                Administrator may use the safe harbor method in this paragraph to
                determine income on Excess Contributions for the gap period. Under
                this
                safe harbor method, income on Excess Contributions for the gap period
                is
                equal to ten percent (10%) of the income allocable to Excess Contributions
                for the Plan Year that would be determined under paragraph (b) above,
                multiplied by the number of calendar months that have elapsed since
                the
                end of the Plan Year. For purposes of calculating the number of calendar
                months that have elapsed under the safe harbor method, a corrective
                distribution that is made on or before the fifteenth (15th) day of
                a month
                is treated as made on the last day of the preceding month and a
                distribution made after the fifteenth day of a month is treated as
                made on
                the last day of the month.

            


    

    


    
      	 	
              (d)
                

            	
              Alternative
                method for allocating Plan Year and gap period income.
                The Administrator may determine the income for the aggregate of the
                Plan
                Year and the gap period, by applying the alternative method provided
                by
                paragraph (b) above to this aggregate period. This is accomplished
                by (1)
                substituting the income for the Plan Year and the gap period, for
                the
                income for the Plan Year, and (2) substituting the amounts taken
                into
                account under the ADP test for the Plan Year and the gap period,
                for the
                amounts taken into account under the ADP test for the Plan Year in
                determining the fraction that is multiplied by that
                income.

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
 

    
      	
              6.2

            	
              Corrective
                contributions.
                If a failed ADP test is to be corrected by making an Employer
                contribution, then the provisions of the Plan for the corrective
                contributions shall be applied by limiting the contribution made
                on behalf
                of any NHCE pursuant to such provisions to an amount that does not
                exceed
                the targeted contribution limits of Section 5.1 of this Amendment,
                or in
                the case of a corrective contribution that is a Qualified Matching
                Contribution, the targeted contribution limit of Section 7.1 of this
                Amendment.

            


    

    


    


    ARTICLE
      VII

    ACTUAL
      CONTRIBUTION PERCENTAGE (ACP) TEST

    


    
      	
              7.1

            	
              Targeted
                matching contribution limit.
                A
                matching contribution with respect to an Elective Contribution for
                a Plan
                Year is not taken into account under the Actual Contribution Percentage
                (ACP) test for an NHCE to the extent it exceeds the greatest
                of:

            


    

    


    
      	 	
              (a)
                

            	
              five
                percent (5%) of the NHCE's Code Section 414(s) compensation for the
                Plan
                Year;

            


    

    


    
      	 	
              (b)
                

            	
              the
                NHCE's Elective Contributions for the Plan Year;
                and

            


    

    


    
      	 	
              (c)
                

            	
              the
                product of two (2) times the Plan’s "representative matching rate" and the
                NHCE's Elective Contributions for the Plan
                Year.

            


    

    


    For
      purposes of this Section, 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).

    


    For
      purposes of this Section, the "matching rate" for an Employee generally is
      the
      matching contributions made for such Employee divided by the Employee’s Elective
      Contributions for the Plan Year. If the matching rate is not the same for all
      levels of Elective Contributions for an Employee, then the Employee’s "matching
      rate" is determined assuming that an Employee’s Elective Contributions are equal
      to six percent (6%) of Code Section 414(s) compensation.

    


    If
      the
      Plan provides a match with respect to the sum of the Employee’s after-tax
      Employee contributions and Elective Contributions, then for purposes of this
      Section, that sum is substituted for the amount of the Employee’s Elective
      Contributions in subsections (b) & (c) above and in determining the
      "matching rate," and Employees who make either after-tax Employee contributions
      or Elective Contributions are taken into account in determining the Plan's
      "representative matching rate." Similarly, if the Plan provides a match with
      respect to the Employee’s after-tax Employee contributions, but not Elective
      Contributions, then for purposes of this subsection, the Employee’s after-tax
      Employee contributions are substituted for the amount of the Employee’s Elective
      Contributions in subsections (b) & (c) above and in determining the
      "matching rate," and Employees who make after-tax Employee contributions are
      taken into account in determining the Plan's "representative matching
      rate."

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
 

    
      	
              7.2

            	
              Targeted
                QNEC limit.
                Qualified Nonelective Contributions (as defined in Regulation Section
                1.401(k)-6) cannot be taken into account under the Actual Contribution
                Percentage (ACP) test for a Plan Year for an NHCE to the extent such
                contributions exceed the product of that NHCE’s Code Section 414(s)
                compensation and the greater of five percent (5%) or two (2) times
                the
                Plan's "representative contribution rate." Any Qualified Nonelective
                Contribution taken into account under an Actual Deferral Percentage
                (ADP)
                test under Regulation Section 1.401(k)-2(a)(6) (including the
                determination of the "representative contribution rate" for purposes
                of
                Regulation Section 1.401(k)-2(a)(6)(iv)(B)) is not permitted to be
                taken
                into account for purposes of this Section (including the determination
                of
                the "representative contribution rate" for purposes of subsection
                (a)
                below). For purposes of this
                Section:

            


    

    


    
      	 	
              (a)

            	
              The
                Plan's "representative contribution rate" is the lowest "applicable
                contribution rate" of any eligible NHCE among a group of eligible
                NHCEs
                that consists of half of all eligible NHCEs for the Plan Year (or,
                if
                greater, the lowest "applicable contribution rate" of any eligible
                NHCE
                who is in the group of all eligible NHCEs for the Plan Year and who
                is
                employed by the Employer on the last day of the Plan Year),
                and

            


    

    


    
      	 	
              (b)

            	
              The
                "applicable contribution rate" for an eligible NHCE is the sum of
                the
                matching contributions (as defined in Regulation Section 1.401(m)-1(a)(2))
                taken into account in determining the ACR for the eligible NHCE for
                the
                Plan Year and the Qualified Nonelective Contributions made for that
                NHCE
                for the Plan Year, divided by that NHCE's Code Section 414(s) compensation
                for the Plan Year.

            


    

    


    Notwithstanding
      the above, Qualified Nonelective Contributions that are made in connection
      with
      an Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46
      Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965),
      Public Law 89-286, or similar legislation can be taken into account for a Plan
      Year for an NHCE to the extent such contributions do not exceed 10 percent
      (10%)
      of that NHCE’s Code Section 414(s) compensation.

    


    
      	
              7.3
                

            	
              ACR
                of HCE if multiple plans. The
                Actual Contribution Ratio (ACR) for any Participant who is a Highly
                Compensated Employee (HCE) and who is eligible to have matching
                contributions or after-tax Employee contributions allocated to his
                or her
                account under two (2) or more plans described in Code Section 401(a),
                or
                arrangements described in Code Section 401(k) that are maintained
                by the
                same Employer, shall be determined as if the total of such contributions
                was made under each plan and arrangement. If an HCE participates
                in two
                (2) or more such plans or arrangements that have different plan years,
                then all matching contributions and after-tax Employee contributions
                made
                during the Plan Year being tested under all such plans and arrangements
                shall be aggregated, without regard to the plan years of the other
                plans.
                For plan years beginning before the effective date of this Amendment,
                all
                such plans and arrangements ending with or within the same calendar
                year
                shall be treated as a single plan or arrangement. Notwithstanding
                the
                foregoing, certain plans shall be treated as separate if mandatorily
                disaggregated under the Regulations of Code Section 401(m).
                

            


    

    


    
      	
              7.4

            	
              Plans
                using different testing methods for the ACP and ADP test.
                Except as otherwise provided in this Section, the Plan may use the
                current
                year testing method or prior year testing method for the ACP test
                for a
                Plan Year without regard to whether the current year testing method
                or
                prior year testing method is used for the ADP test for that Plan
                Year.
                However, if different testing methods are used, then the Plan cannot
                use:
                

            


    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (a)
                

            	
              The
                recharacterization method of Regulation Section 1.401(k)-2(b)(3)
                to
                correct excess contributions for a Plan Year;


            


    

    


    
      	 	
              (b)
                

            	
              The
                rules of Regulation Section 1.401(m)-2(a)(6)(ii) to take Elective
                Contributions into account under the ACP test (rather than the ADP
                test);
                or 

            


    

    


    
      	 	
              (c)
                

            	
              The
                rules of Regulation Section 1.401(k)-2(a)(6) to take Qualified Matching
                Contributions into account under the ADP test (rather than the ACP
                test).
                

            


    

    


    


    ARTICLE
      VIII

    ADJUSTMENT
      TO ACP TEST

    


    
      	
              8.1

            	
              Distribution
                of Income attributable to Excess Aggregate Contributions.
                Distributions of Excess Aggregate Contributions must be adjusted
                for
                income (gain or loss), including an adjustment for income for the
                period
                between the end of the Plan Year and the date of the distribution
                (the
                "gap period"). For the purpose of this Section, "income" shall be
                determined and allocated in accordance with the provisions of Section
                6.1
                of this Amendment, except that such Section shall be applied by
                substituting "Excess Contributions" with "Excess Aggregate Contributions"
                and by substituting amounts taken into account under the ACP test
                for
                amounts taken into account under the ADP test.


            


    

    


    
      	
              8.2

            	
              Corrective
                contributions.
                If a failed ACP test is to be corrected by making an Employer
                contribution, then the provisions of the Plan for the corrective
                contributions shall be applied by limiting the contribution made
                on behalf
                of any NHCE pursuant to such provisions to an amount that does not
                exceed
                the targeted contribution limits of Sections 7.1 and 7.2 of this
                Amendment. 

            


    

    


    


    ARTICLE
      IX

    SAFE
      HARBOR PLAN PROVISIONS

    


    
      	
              9.1

            	
              Applicability.
                The provisions of this Article IX apply if the Plan uses the alternative
                method of satisfying the Actual Deferral Percentage (ADP) test set
                forth
                in Code Section 401(k)(12) (ADP Test Safe Harbor) and/or the Actual
                Contribution Percentage (ACP) test set forth in Code Section 401(m)(11)
                (ACP Test Safe Harbor).

            


    

    


    
      	
              9.2

            	
              Elimination
                of conditions on matching contributions. Unless
                otherwise provided in Section 2.2 of this Amendment, the provisions
                of
                subsection (a) below shall apply. However, if the Employer so elects
                in
                Section 2.2 of this Amendment, then the provisions of subsection
                (b) or
                (c) below shall apply. 

            


    

    


    
      	 	
              (a)

            	
              Default
                provision. If, prior to the date this Amendment has been executed,
                an ADP
                Test Safe Harbor notice has been given for a Plan Year for which
                this
                Amendment is effective (see Amendment Section 1.1) and such notice
                provides that there are no allocation conditions imposed on any matching
                contributions under the Plan, then (1) the Plan will be an ACP Test
                Safe
                Harbor plan, provided the ACP Test Safe Harbor requirements are met
                and
                (2) the Plan will not impose any allocation conditions on matching
                contributions. However, if, prior to the date this Amendment has
                been
                executed, an ADP Test Safe Harbor notice has been given for a Plan
                Year
                for which this Amendment is effective and such notice provides that
                there
                are allocation conditions imposed on any matching contributions under
                the
                Plan, then the provisions of this Amendment do not modify any such
                allocation conditions or provisions for that Plan Year and the Plan
                must
                satisfy the ACP Test for such Plan Year using the current year testing
                method. With respect to any Plan Year beginning after the date this
                Amendment has been executed, if the Plan uses the ADP Test Safe Harbor
                and
                provides for matching contributions, then (1) the Plan will be an
                ACP Test
                Safe Harbor plan, provided the ACP Test Safe Harbor requirements
                are met
                and (2) the Plan will not impose any allocation conditions on matching
                contributions. 

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    (b)
      Retention of allocation conditions. If the Employer so elects in Section 2.2
      of
      this Amendment, then the Plan will retain any allocation conditions contained
      in
      the Plan with regard to matching contributions for any Plan Year for which
      this
      Amendment is effective. In that case, the Plan must satisfy the ACP Test for
      each such Plan Year.

    


    (c)
      Elimination of allocation conditions. If the Employer so elects in Section
      2.2
      of this Amendment, then (1) the Plan will be an ACP Test Safe Harbor plan,
      provided the ACP Test Safe Harbor requirements are met, and (2) the Plan will
      not impose any allocation conditions on matching contributions. 

    


    
      	
              9.3
                

            	
              Matching
                Catch-up contributions.
                If the Plan provides for ADP Test Safe Harbor matching contributions
                or
                ACP Test Safe Harbor matching contributions, then catch-up contributions
                (as defined in Code Section 414(v)) will be taken into account in
                applying
                such matching contributions under the
                Plan.

            


    

    


    
      	
              9.4
                

            	
              Plan
                Year requirement.
                Except as provided in Regulation Sections 1.401(k)-3(e) and 1.401(k)-3(f),
                and below, the Plan will fail to satisfy the requirements of Code
                Section
                401(k)(12) and this Section for a Plan Year unless such provisions
                remain
                in effect for an entire twelve (12) month Plan Year.
                

            


    

    


    
      	
              9.5

            	
              Change
                of Plan Year.
                If a Plan has
                a short Plan Year as a result of changing its Plan Year, then the
                Plan
                will not fail to satisfy the requirements of Section 9.4 of this
                Amendment
                merely because the Plan Year has less than twelve (12) months, provided
                that:

            


    

    


    
      	 	
              (a)

            	
              The
                Plan satisfied the ADP Test Safe Harbor and/or ACP Test Safe Harbor
                requirements for the immediately preceding Plan Year; and
                

            


    

    


    
      	 	
              (b)

            	
              The
                Plan satisfies the ADP Test Safe Harbor and/or ACP Test Safe Harbor
                requirements (determined without regard to Regulation Section
                1.401(k)-3(g)) for the immediately following Plan Year (or for the
                immediately following twelve (12) months if the immediately following
                Plan
                Year is less than twelve (12)
                months).

            


    

    


    
      	
              9.6

            	
              Timing
                of matching contributions.
                If
                the ADP Test Safe Harbor contribution being made to the Plan is a
                matching
                contribution (or any ACP Test Safe Harbor matching contribution)
                that is
                made separately with respect to each payroll period (or with respect
                to
                all payroll periods ending with or within each month or quarter of
                a Plan
                Year) taken into account under the Plan for the Plan Year, then safe
                harbor matching contributions with respect to any elective deferrals
                and/or after-tax employee contributions made during a Plan Year quarter
                must be contributed to the Plan by the last day of the immediately
                following Plan Year quarter. 

            


    

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    
      	
              9.7

            	
              Exiting
                safe harbor matching.
                The Employer may amend the Plan during a Plan Year to reduce or eliminate
                prospectively any or all matching contributions under the Plan (including
                any ADP Test Safe Harbor matching contributions) provided: (a) the
                Plan
                Administrator provides a supplemental notice to the Participants
                which
                explains the consequences of the amendment, specifies the amendment’s
                effective date, and informs Participants that they will have a reasonable
                opportunity to modify their cash or deferred elections and, if applicable,
                after-tax Employee contribution elections; (b) Participants have
                a
                reasonable opportunity (including a reasonable period after receipt
                of the
                supplemental notice) prior to the effective date of the amendment
                to
                modify their cash or deferred elections and, if applicable, after-tax
                Employee contribution elections; and (c) the amendment is not effective
                earlier than the later of: (i) thirty (30) days after the Plan
                Administrator gives supplemental notice; or (ii) the date the Employer
                adopts the amendment. An Employer which amends its Plan to eliminate
                or
                reduce any matching contribution under this Section, effective during
                the
                Plan Year, must continue to apply all of the ADP Test Safe Harbor
                and/or
                ACP Test Safe Harbor requirements of the Plan until
                the amendment
                becomes effective and also must apply for the entire Plan Year, using
                current year testing, the ADP test and the ACP test.
                

            


    

    


    
      	
              9.8

            	
              Plan
                termination.
                An Employer may terminate the Plan during a Plan Year in accordance
                with
                Plan termination provisions of the Plan and this Section.
                

            


    

    


    
      	 	
              (a)

            	
              Acquisition/disposition
                or substantial business hardship.
                If the Employer terminates the Plan resulting in a short Plan Year,
                and
                the termination is on account of an acquisition or disposition transaction
                described in Code Section 410(b)(6)(C), or if the termination is
                on
                account of the Employer’s substantial business hardship within the meaning
                of Code Section 412(d), then the Plan remains an ADP Test Safe Harbor
                and/or ACP Test Safe Harbor Plan provided that the Employer satisfies
                the
                ADP Test Safe Harbor and/or ACP Test Safe Harbor provisions through
                the
                effective date of the Plan
                termination.

            


    

    


    
      	 	
              (b)

            	
              Other
                termination.
                If the Employer terminates the Plan for any reason other than as
                described
                in Section 9.7(a) above, and the termination results in a short Plan
                Year,
                the Employer must conduct the termination under the provisions of
                Section
                9.7 above, except that the Employer need not provide Participants
                with the
                right to change their cash or deferred elections.
                

            


    

    


    


    This
      Amendment has been executed this 15th day of December, 2006.

    


    Name
      of
      Plan: The
      Savings and Investment Plan for Employees of Weingarten Realty
      Investors

    


    Name
      of
      Employer: Weingarten
      Realty Investors

    


    


    


    
      	
              By:

            	
              /s/
                Stephen C. Richter

            
	 	
              EMPLOYER

            


    

    


    


    10