Unassociated Document


    
      

    

    
      EXHIBIT
        10.07

    

     

     

     

    AMENDMENT
      AND
      RESTATEMENT

     

    OF
      THE

     

    PROFIT
      SHARING
      PLAN
      FOR
      EMPLOYEES

     

    OF

     

    ALLIANCEBERNSTEIN
      L.P.

     

     

    (As
      amended through November 30, 2006)

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    PAGE

     

    
      	
              ARTICLE
                I

            	 	
              DEFINITIONS.

            	 	
              2

            
	 	 	 	 	 
	
              ARTICLE
                II

            	 	
              MEMBERSHIP

            	 	
              12

            
	 	 	 	 	 
	
              ARTICLE
                III

            	 	
              CREDITING
                OF SERVICE

            	 	
              15

            
	 	 	 	 	 
	
              ARTICLE
                IV

            	 	
              COMPANY
                CONTRIBUTIONS

            	 	
              17

            
	 	 	 	 	 
	
              ARTICLE
                V

            	 	
              MEMBER
                SALARY DEFERRAL ELECTIONS, SALARY DEFERRAL CONTRIBUTIONS AND ROLLOVER
                CONTRIBUTIONS

            	 	
              19

            
	 	 	 	 	 
	
              ARTICLE
                VI

            	 	
              ALLOCATIONS
                OF COMPANY CONTRIBUTIONS AND FORFEITURES

            	 	
              25

            
	 	 	 	 	 
	
              ARTICLE
                VII

            	 	
              ACCOUNTS,
                ALLOCATIONS AND LOANS

            	 	
              28

            
	 	 	 	 	 
	
              ARTICLE
                VIII

            	 	
              VALUATION

            	 	
              31

            
	 	 	 	 	 
	
              ARTICLE
                IX

            	 	
              DETERMINATION
                OF BENEFITS

            	 	
              34

            
	 	 	 	 	 
	
              ARTICLE
                X

            	 	
              TIME
                AND MANNER OF PAYMENT OF BENEFITS

            	 	
              36

            
	 	 	 	 	 
	
              ARTICLE
                XI

            	 	
              ADMINISTRATION
                OF THE PLAN

            	 	
              40

            
	 	 	 	 	 
	
              ARTICLE
                XII

            	 	
              THE
                TRUST FUND

            	 	
              48

            
	 	 	 	 	 
	
              ARTICLE
                XIII

            	 	
              CERTAIN
                RIGHTS AND OBLIGATIONS OF THE COMPANY

            	 	
              49

            
	 	 	 	 	 
	
              ARTICLE
                XIV

            	 	
              NON-ALIENATION
                OF BENEFITS

            	 	
              51

            
	 	 	 	 	 
	
              ARTICLE
                XV

            	 	
              AMENDMENTS

            	 	
              52

            
	 	 	 	 	 
	
              ARTICLE
                XVI

            	 	
              LIMITATIONS
                ON BENEFITS AND CONTRIBUTIONS

            	 	
              53

            
	 	 	 	 	 
	
              ARTICLE
                XVII

            	 	
              TOP-HEAVY
                PLAN YEARS

            	 	
              54

            
	 	 	 	 	 
	
              ARTICLE
                XVIII

            	 	
              MISCELLANEOUS

            	 	
              57

            
	
               

            	 	 	 	 
	
              APPENDIX
                A.

            	 	
              REQUIRED
                DISTRIBUTION RULES

            	 	
              61

            


    

     

    
      
        
        

      

      
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    PROFIT
      SHARING
      PLAN
      FOR
      EMPLOYEES

     

    OF

     

    ALLIANCEBERNSTEIN
      L.P.

     

    WHEREAS,
      the Profit Sharing Plan for Employees of AllianceBernstein L.P. (the “Plan”)
      (formerly known as the Profit Sharing Plan for Employees of Alliance Capital
      Management L.P.) was originally established effective as of January 1, 1972
      by
      the predecessor of Alliance Capital Management L.P.; and 

     

    WHEREAS,
      the Plan was amended and restated from time to time to reflect changes in the
      predecessor’s business, changes in applicable law and the investment in Units of
      AllianceBernstein Holding L.P. (“AllianceBernstein Holding”); and

     

    WHEREAS,
      the Plan was amended effective January 1, 1995 to reflect the merger of the
      Alliance Capital Management L.P. Profit Sharing Plan for Former Employees of
      Equitable Capital Management Corporation with and into this Plan;
      and

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I


    DEFINITIONS.

     

    For
      the
      purposes of this Plan, except as otherwise herein expressly provided or unless
      the context otherwise requires, when capitalized:

     

    Section
      1.01.    “Account”
means
      any one or more of the following accounts maintained by the Committee for a
      Member:

     

    (a)    his
      Company Contributions Account;

     

    (b)    his
      Member Contributions Account;

     

    (c)    his
      Member Salary Deferral Account; and

     

    (d)    his
      Rollover Account.

     

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

     

    Section
      1.03.    “Accounting
      Date”
means
      the last business day of each Plan Year and any other date which may be
      determined by the Committee under uniform and non-discriminatory procedures
      established by the Committee.

     

    Section
      1.04.    “Anniversary
      Year”
means
      each twelve (12) month period beginning on an Employee’s Employment Commencement
      Date or any annual anniversary thereof.

     

    Section
      1.05.    “Affiliate”
means
      any corporation or unincorporated business (a) controlled by, or under common
      control with, the Company within the meaning of Code Sections 414(b) and (c),
      or
      (b) which is a member of an “affiliated service group”, as defined in Code
      Section 414(m), of which the Company is a member.

     

    Section
      1.06.    “Assignor
      Limited Partner”
shall
      mean Alliance ALP, Inc., a Delaware corporation, or any individual, corporation,
      association, partnership, joint venture, entity, estate or other entity or
      organization designated by the general partner of the Company to serve as a
      substitute therefore.

     

    Section
      1.07.    “Beneficiary”
means
      the person (including a trust or estate of a Member) designated by a Member,
      or
      who may otherwise be entitled under the terms of the Plan to receive the
      balance, if any, of the Member’s Accounts upon the Member’s death.

     

    Section
      1.08.    “Board”
means
      the Board of Directors of the general partner of the Company responsible for
      the
      management of the Company’s business, or a committee thereof designated by such
      Board.

     

    
      
        
        

      

      
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    Section
      1.09.    “Break
      in Service”
means,
      with respect to any Employee, any Anniversary Year ending on or after the date
      of his Separation from Service and before his date of re-employment, if any,
      in
      which he does not complete more than five hundred (500) Hours of Service with
      Employees or Affiliates.

     

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

     

    Section
      1.11.    “Committee”
or
      “Administrative
      Committee”
means
      the administrative committee appointed pursuant to Section 11.01. “Investment
      Committee” means the investment committee appointed pursuant to Section
      11.02.

     

    Section
      1.12.    “Company”
means
      Alliance Bernstein L.P. and any successor thereto; prior to February 24, 2006,
      known as Alliance Capital Management, L.P.; and prior to April 21, 1988, known
      as Alliance Capital Management Corporation.

     

    Section
      1.13.    “Company
      Contribution”
means
      a
      contribution for a Plan Year made by an Employer to the Trust pursuant to
      Section 4.01 or Section 4.02, but not Section 5.01, including any amount to
      be
      applied from the Unallocated Forfeitures Account in reduction of the
      contribution which would otherwise be made for the Plan Year
      involved.

     

    Section
      1.14.    “Company
      Contributions Account”
means
      the Account consisting of the balance attributable to Company
      Contributions.

     

    Section
      1.15.    “Compensation”
means
      a
      Member’s base salary (or Draw, if no base salary) received for services rendered
      to an Employer, which term shall include the amount of a Member’s Salary
      Deferral and any other salary deferrals pursuant to Code Sections 401(k), 125
      or
      132(f), but shall not include overtime pay, bonuses, severance pay,
      distributions on Units, reimbursement for moving expenses, reimbursement for
      educational expenses, reimbursement for any other expenses, contributions or
      benefits paid under this Plan or any other plan of deferred compensation, or
      any
      other extraordinary item of compensation or income; provided that in the case
      of
      a Member whose compensation from an Employer includes commissions, commissions
      shall be included only to the extent that the Member’s aggregate compensation
      taken into account does not exceed $100,000 and provided further that such
      amount shall be prorated for those Members (based on amount of service as a
      Member (as defined pursuant to Article IV)) for purposes of Company Profit
      Sharing Contributions and Company Matching Contributions. In addition,
      Compensation shall not include amounts paid to non-resident aliens which do
      not
      constitute income from United States sources (within the meaning of Code Section
      862) except in the case of a non-resident alien who is a Member and for whom
      the
      Company so specifies. Effective as of January 1, 2006, Compensation of a Member
      in excess of $220,000 (or such other amount prescribed under Code Section
      401(a)(17), including any cost-of-living adjustments) shall not be taken into
      account under the Plan for the purpose of determining benefits.

     

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


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Section
      1.16.    “Draw”
means
      compensation received on a regular basis at a consistent rate which may be
      offset against commissions earned by an Employee who does not receive base
      salary.

     

    Section
      1.17.    “ECMC
      Plan”
means
      the Alliance Capital Management L.P. Profit Sharing Plan for Former Employees
      of
      Equitable Capital Management Corporation as in effect immediately prior to
      January 1, 1995.

     

    Section
      1.18.    (a)  “Employee”
means,
      except as provided in Subsection (c), any person employed by an Employer or
      an
      Affiliate.

     

    (b)    An
      Excluded Employee (as defined in Subsection (c)) shall be considered an Employee
      for all purposes under the Plan except that:

     

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

     

    (2)    a
      Member
      who becomes an Excluded Employee shall be an Inactive Member while he remains
      an
      Excluded Employee.

     

    (c)    An
      Excluded Employee shall mean an individual in the employ of an Employer or
      an
      Affiliate who:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


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

     

    (6)    is
      a
“leased employee.” For purposes of this Plan, “leased employee” means, any
      person (other than an Employee of the recipient) who pursuant to an agreement
      between the recipient and any other person (“leasing organization”) has
      performed services for the recipient (or for the recipient and related persons
      determined in accordance with Code Section 414(n)(6) on a substantially full
      time basis for a period of at least one year, and such services are performed
      under primary direction or control by the recipient employer; or

     

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

     

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

     

    Section
      1.20.    “Employment
      Commencement Date” means:

     

    (a)    the
      date
      on which an Employee first performs an Hour of Service; or

     

    (b)    in
      the
      case of a former Employee who has incurred a Break in Service, the date on
      which
      he first completes an Hour of Service following his Separation from
      Service.

     

    Section
      1.21.    “Entry
      Date” means January 1 and July 1 of each Plan Year after 1988.
      Notwithstanding the foregoing, as provided in Section 2.01(b), for purposes
      of a
      Member’s eligibility to make Member Salary Deferrals to a Member Salary Deferral
      Account established in accordance with the provisions of Article V, “Entry Date”
shall mean the first day of the calendar month occurring after the completion
      of
      the Member’s first regular payroll period.

     

    Section
      1.22.    “Highly
      Compensated Employee”
means
      an Employee who, with respect to the “determination year”:

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    In
      determining who is a Highly Compensated Employee, Employees who are non-resident
      aliens and who received no earned income (within the meaning of Code Section
      911(d)(2)) from the Employer constituting United States source income within
      the
      meaning of Code Section 861(a)(3) shall not be treated as
      Employees.

     

    Additionally,
      all Affiliated Employers shall be taken into account as a single employer and
      Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2)
      shall be considered Employees unless such Leased Employees are covered by a
      plan
      described in Code Section 414(n)(5) and are not covered in any qualified plan
      maintained by the Employer. The exclusion of Leased Employees for this purpose
      shall be applied on a uniform and consistent basis for all of the Employer’s
      retirement plans. Highly Compensated Former Employees shall be treated as Highly
      Compensated Employees without regard to whether they performed services during
      the “determination year”.

     

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

     

    Section
      1.24.    (a)  “Hour
      of Service” means:

     

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

     

    (2)    each
      hour
      of a period during which no duties are performed due to vacation, holiday,
      illness, incapacity, layoff, jury duty, military duty or leave of absence,
      determined in accordance with the following rule: he shall be credited with
      (45)
      Hours of Service for each week or partial week of the period of
      absence.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (3)    each
      hour
      during the Employee’s period of service in the Armed Forces of the United
      States, credited on the basis of forty (40) Hours of Service for each week,
      or
      eight (8) Hours of Service for each weekday, of such service, if the Employee
      retains re-employment rights under the Military Selective Service Act and is
      re-employed by an Employer or Affiliate within the period provided by such
      Act;
      and

     

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

     

    (5)    (A)    solely
      for purposes of Section 1.09, each hour of an Employee’s absence commencing on
      or after January 1, 1985:

     

    (i)    by
      reason
      of leave pursuant to the FMLA;

     

    (ii)    by
      reason
      of the pregnancy of such Employee;

     

    (iii)    by
      reason
      of the birth of a child of such Employee;

     

    (iv)   by
      reason
      of the placement of a child in connection with the adoption of such child by
      the
      Employee; or

     

    (v)    for
      purposes of caring for such child for a period beginning immediately following
      such birth or placement, determined in accordance with Subparagraphs (B), (C)
      and (D).

     

    (B)    The
      number of hours credited to an Employee pursuant to Subparagraph (A) shall
      be:

     

    (i)    the
      number of hours which otherwise would normally have been credited to such
      Employee but for such absence; or

     

    (ii)    in
      any
      case in which the Plan cannot determine the number of hours which would normally
      be credited to such individual, a total of eight (8) Hours of Service for each
      day of such absence,

     

    except
      that the total number of Hours of Service credited to an Employee under this
      Paragraph (5) shall not exceed 501 Hours of Service for any such period of
      absence.

     

    (C)    The
      Hours
      of Service credited to an Employee pursuant to this Paragraph (5) shall be
      credited:

     

    (i)    only
      in
      the Anniversary Year in which such period of absence began, if such Employee
      would be prevented from incurring a Break in Service in such Anniversary Year
      solely because of the crediting of Hours of Service during such period of
      absence pursuant to this Paragraph (5); or

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (ii)    in
      any
      other case, in the Anniversary Year next succeeding the commencement of such
      period of absence.

     

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

     

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

     

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

     

    (b)    The
      number of Member’s Hours of Service and the Plan Year or other computation
      period to which they are to be credited shall be determined in accordance with
      Section 2530.200b-2 of the Rules and Regulations for minimum Standards for
      Employee Pension Benefit Plans, which Section is hereby incorporated by
      reference into this Plan.

     

    (c)    An
      Employee’s Hours of Service need not be determined from employment records, and
      such Employee may, in accordance with uniform and non-discriminatory rules
      adopted by the Committee, be credited with forty-five (45) Hours of Service
      for
      each week in which he would be credited with any Hours of Service under the
      provisions of Subsection (a) or (b).

     

    Section
      1.25.    “Inactive
      Member”
means
      a
      Member described in Section 2.02(b). An Inactive Member shall be treated as
      a
      Member for purposes of Article VII and Section 11.03, but shall not otherwise
      be
      deemed a Member of the Plan.

     

    Section
      1.26.    “Independent
      Fiduciary”
means
      a
      person or entity who is not an employee or officer of the Company or its
      Affiliates who is appointed by the Company pursuant to Section 7.10 to perform
      the functions described therein.

     

    Section
      1.27.    “Investment
      Fund”
means
      those investment funds which may, from time to time, be made available for
      investment pursuant to Article VII.

     

    Section
      1.28.    “Leave
      of Absence”
means
      any absence or leave approved by an Employee’s Employer.

     

    Section
      1.29.    “Loan
      Account”
means
      the account maintained by the Committee for a “Borrower” as defined in Section
      7.07 in which a loan by the Borrower made pursuant to that Section is
      held.

     

    Section
      1.30.    “Member”
means
      any person who has been admitted to membership in this plan pursuant to Section
      2.01 or 2.03 and whose membership has not terminated pursuant to Section 2.02.
      In addition, for purposes of Article VII and Section 11.03, the term “Member”
includes a former Member or Beneficiary for whom an Account is maintained under
      the Plan.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Section
      1.31.    “Member
      Contributions Account”
means
      the Account maintained for a Member in which are held voluntary contributions
      made under the Plan by the Member prior to 1989, if any, or (b) “member
      contributions” (as defined in the ECMC Plan) made under the ECMC Plan prior to
      January 1, 1995, if any.

     

    Section
      1.32.    “Member
      Salary Deferral”
means
      an elective salary deferral made by a Member in accordance with Section
      5.01.

     

    Section
      1.33.    “Member
      Salary Deferral Account”
means
      the Account of a Member established pursuant to Section 7.02 consisting of
      the
      balance attributable to his Member Salary Deferrals.

     

    Section
      1.34.    “Normal
      Retirement Date”
means
      the first day of the calendar month coincident with or next following a Member’s
      sixty-fifth (65th) birthday.

     

    Section
      1.35.    “Permanent
      Disability”
means
      a
      physical or mental disability which a licensed physician acceptable to the
      Company has certified as permanent or likely to be permanent and as rendering
      the Member unable to perform his customary duties. In the determination of
      Permanent Disability, the Company shall act in a uniform and non-discriminatory
      manner with respect to all Employees similarly situated.

     

    Section
      1.36.    “Plan”
means
      this Profit Sharing Plan, as herein set forth, and as hereafter amended from
      time to time.

     

    Section
      1.37.    “Plan
      Year”
means
      the calendar year.

     

    Section
      1.38.    “Required
      Beginning Date”
      means

     

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

     

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

     

    Notwithstanding
      the foregoing, effective January 1, 2004, the Required Beginning Date of any
      Member who attained age 701⁄2 prior to January 1, 1998 is the April 1 of the
      calendar year following the calendar year in which occurs the later of the
      Member’s (i) attainment of age 701⁄2 or (ii) Separation from Service; provided
      that, if such a Member who has commenced receiving minimum distributions in
      accordance with Section 401(a)(9) of the Code does not elect, pursuant to
      Section 10.08(h) of the Plan, to cease receiving such minimum distributions,
      the
      Required Beginning Date of such Member shall be age 701⁄2.

     

    Section
      1.39.    “Retirement”
means
      a
      Separation from Service (a) on or after a Member’s Normal Retirement Date; or
      (b) on account of his Permanent Disability.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Section
      1.40.    “Rollover
      Account”
means
      the Account attributable to contributions and transfers referred to in Section
      5.03.

     

    Section
      1.41.    “Rollover
      Contribution”
means
      an amount contributed or transferred to the Trust in accordance with Section
      5.03.

     

    Section
      1.42.    “Separation
      from Service”
means
      termination of employment with an Employer or Affiliate for any reason;
      provided, however, that no Separation from Service shall be deemed to occur
      upon
      an Employee’s transfer from the employ of one Employer or Affiliate to another
      Employer or Affiliate.

     

    Section
      1.43.    “Testing
      Compensation”
means
      income reported as wages, tips and other compensation on Form W-2 plus pre-tax
      deductions under Code Sections 125, 132(f), 401(k), and 402(g)(3). Testing
      Compensation shall include Deemed 125 Compensation, as defined in Section 1.15
      of the Plan.

     

    Section
      1.44.    “Top
      Paid Group”
      means
      the top 20 percent of Employees who performed services for the Employer during
      the applicable year, ranked according to the amount of “415 Compensation”
(determined for this purpose in accordance with Section 1.22) received from
      the
      Employer during such year. All Affiliated Employers shall be taken into account
      as a single employer, and Leased Employees within the meaning of Code Sections
      414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
      Employees are covered by a plan described in Code Section 414(n)(5) and are
      not
      covered in any qualified plan maintained by the Employer. Employees who are
      non-resident aliens and who received no earned income (within the meaning of
      Code Section 911(d)(2) from the Employer constituting United States source
      income within the meaning of Code Section 861(a)(3) shall not be treated as
      Employees. Additionally, for the purpose of determining the number of active
      Employees in any year, the following additional Employees shall also be
      excluded; however, such Employees shall still be considered for the purpose
      of
      identifying the particular Employees in the Top Paid Group:

     

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

     

    (b)    Employees
      who normally work less than 17 1⁄2 hours per week;

     

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

     

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

     

    Section
      1.45.    “Trust”
means
      the trust established pursuant to the Trust Agreement to hold the assets of
      the
      Plan.

     

    Section
      1.46.    “Trust
      Agreement”
means
      the trust agreement providing for the Trust Fund.

     

    Section
      1.47.    “Trust
      Fund”
means
      all the assets of the Plan which are held by the Trustee under the Trust
      Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Section
      1.48.    “Trustee”
means
      the trustee or trustees from time to time in office under the Trust
      Agreement.

     

    Section
      1.49.    “Unallocated
      Forfeitures Account”
means
      the Account to be maintained by the Committee pursuant to 9.06(b).

     

    Section
      1.50.    “Unit”
means
      a
      unit representing the assignment of beneficial ownership of limited partnership
      interests in AllianceBernstein Holding L.P.

     

    Section
      1.51.    “Years
      of Service”
means
      the aggregate period of service with which an Employee is credited under the
      provisions of Article III.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

     

    MEMBERSHIP

     

    Section
      2.01.    Admission
      to the Plan.

     

    (a)    Each
      individual who was a Member of the Plan on December 31, 1988 and who did not
      cease to be a Member on that date shall continue to be a Member on January
      1,
      1989. Each Employee whose Employment Commencement Date was before January 1,
      1989 and who prior to January 1, 1989 completed at least one (1) Year of Service
      shall become a Member on January 1, 1989, or on the first Entry Date subsequent
      to the date on which he attains his twenty-first (21st) birthday, whichever
      is
      later, provided he is an Employee on such January 1, 1989 or other Entry Date,
      as applicable. Each Employee who would have been eligible to participate in
      the
      ECMC Plan as of January 1, 1995, if the ECMC Plan had not been merged with
      and
      into this Plan effective that date, shall become a Member of this Plan on
      January 1, 1995. Any person who was either (i) a participant in the SCB Savings
      or Cash Option Plan for Employees prior to December 31, 2003 or (ii) eligible
      to
      participate in the SCB Savings or Cash Option Plan for Employees prior to
      December 31, 2003, shall become a Member for all purposes of the Plan on January
      1, 2004, or if not an Employee on January 1, 2004, on the Employee’s rehire
      date.

     

    (b)    (i)     Except
      as
      otherwise provided in Section 2.01(a) or 2.03, an Employee of an Employer shall
      become a Member of the Plan solely for purposes of eligibility to make Member
      Salary Deferrals to a Member Salary Deferral Account established in accordance
      with the provisions of Article V, on the first Entry Date subsequent to the
      Employee’s Employment Commencement Date (and, prior to January 1, 2007, or, if
      later, the first Entry Date subsequent to the date on which he attains his
      twenty-first (21st) birthday).

     

    (ii)    Except
      as
      otherwise provided in Section 2.01(a) or 2.03, an Employee of an Employer shall
      become a Member of the Plan, solely for purposes of eligibility to receive
      Company Contributions under Articles IV and VI, on the later of:

     

    (A)    the
      first
      Entry Date subsequent to the date on which he attains his twenty-first (21st)
      birthday, or

     

    (B)    the
      first
      Entry Date subsequent to the first Anniversary Year in which he completes one
      (1) Year of Service.

     

    (c)    Each
      Employee who is employed by an Affiliate that is not an Employer and who
      subsequently becomes an Employee of an Employer shall become a Member of the
      Plan:

     

    (1)    immediately
      upon becoming an Employee of such Employer, if he previously satisfied the
      age
      (if any) and service requirements of Subsection (b); or

     

    (2)    in
      accordance with Subsection (b), if he does not become a Member pursuant to
      Subsection (c)(1).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Section
      2.02.    Termination
      of Membership and Inactive Membership.

     

    (a)    A
      Member
      shall cease to be a Member as of the date of his Separation from Service, if
      he
      incurs a Break in Service in the Anniversary Year of such Separation from
      Service or in the following Anniversary Year.

     

    (b)    A
      Member
      shall become an Inactive Member as of the last day of his first Anniversary
      Year
      in which he completes five hundred (500) or fewer Hours of Service without
      having incurred a Separation from Service. An Inactive Member shall continue
      to
      be such until either (1) the date on which he ceases to be a Member pursuant
      to
      Subsection (a) or (2) the date on which he again becomes a Member pursuant
      to
      Section 2.03.

     

    Section
      2.03.    Readmission
      to the Plan.

     

    A
      former
      Member shall again become a Member coincident with or immediately after the
      date
      he becomes an employee, provided he is an Employee of an Employer on such rehire
      date. An Inactive Member shall become a Member coincident with or immediately
      after the date he returns to active employment.

     

    Section
      2.04.    Designation
      of Beneficiary.

     

    (a)    Each
      Member may designate in writing on a form prescribed by and filed with the
      Committee, a Beneficiary to receive the aggregate balance of his Accounts and
      his Loan Account, if any, in the event that his death should occur before the
      entire amount of such balance has been paid to him, except that if the Member
      has an Eligible Spouse, such designation shall not be effective unless the
      Eligible Spouse has consented in writing to the designation of a Beneficiary
      other than such Eligible Spouse and such consent is witnessed by a member of
      the
      Committee or a Notary Public. In addition, such designation may include the
      designation of a secondary Beneficiary to receive such death benefit if the
      primary Beneficiary does not qualify or survive.

     

    (b)    If
      no
      Beneficiary has been designated, or if, for any reason no person qualifies
      as a
      Beneficiary at the time of the Member’s death, or if no designated Beneficiary
      survives the Member, the interest of the deceased Member shall be paid to the
      Eligible Spouse. If the Member has no Eligible Spouse, the Committee may, but
      shall not be required to, designate a Beneficiary, but only from among the
      Member’s spouse, descendants (including adoptive descendants), parents, brothers
      and sisters or nephews and nieces and may consider requests from any Beneficiary
      which it designates as to the manner of payment of the benefit. If the Committee
      declines to make such designation, the benefit payable hereunder upon the
      Member’s death shall be paid in a lump sum to his estate.

     

    (c)    “Eligible
      Spouse” means, subject to applicable federal law and except to the extent as may
      otherwise be provided in any “qualified domestic relations order” within the
      meaning of Code Section 414(p):

     

    (1)    in
      the
      case of a Member who dies before the commencement of any installment payments
      pursuant to Section 10.01(b), his lawfully married spouse on the date of his
      death. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (2)    in
      the
      case of a Member who dies after the commencement of any installment payments
      pursuant to Section 10.01(b), his lawfully married spouse on the date such
      payments commenced.

     

    Section
      2.05.    Qualified
      Military Service Provisions.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    ARTICLE
      III

     

    Crediting
      of Service

     

    Section
      3.01    Year
      of Service.

     

    Each
      Employee shall be credited with one Year of Service for each Anniversary Year
      ending after December 31, 1975 during which he completes more than five hundred
      (500) Hours of Service; provided, however, that:

     

    (a)    if
      an
      individual becomes a Member of the Plan after December 31, 1975, he shall not
      receive credit for a Year of Service for any Anniversary Year before the
      Anniversary Year in which he first completes one thousand (1,000) Hours of
      Service; and

     

    (b)    an
      Employee shall be credited with a Year of Service for the last Anniversary
      Year
      during which he is an Employee only if he completes at least one thousand
      (1,000) Hours of Service in such Anniversary Year.

     

    Section
      3.02    Number
      of Years of Service.

     

    An
      Employee’s aggregate number of Years of Service shall be computed by adding (a)
      his number of Years of Service completed since his last Break in Service, if
      any, and (b) the number of Years of Service restored pursuant to Section
      3.03.

     

    Section
      3.03.    Restoration
      of Service.

     

    (a)    If
      a
      former Member again becomes a Member after having incurred a Break in Service,
      he shall be credited with the Years of Service which he had completed prior
      to
      such Break in Service for all purposes.

     

    (b)    If
      a
      former Member:

     

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

     

    (2)    had
      no
      vested interest in his Salary Deferral Account or Company Contributions Account
      at the time of such Break in Service; and

     

    (3)    again
      becomes a Member, his Years of Service prior to such Breaks in Service shall
      be
      disregarded for all purposes under this Plan.

     

    Section
      3.04.    Service
      with Non-employer Affiliates.

     

    Any
      Years
      of Service completed by an Employee while in the employ of an Affiliate that
      is
      not an Employer shall be credited under this Article III on the same basis
      as
      service with an Employer.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Section
      3.05.    Service
      with Equitable Capital Management Corporation.

     

    For
      purposes of determining an Employee’s eligibility to participate in the Plan
      under Article II and vesting under Section 9.04, the Employee shall be credited
      under the Plan with the number of “hours of service” and “years of service”, as
      such terms are defined in the ECMC Plan, credited to that Employee for the
      corresponding purpose under the ECMC Plan immediately prior to January 1, 1995,
      including service credited under the Equitable Investment Plan for Employees,
      Managers and Agents maintained by The Equitable Life Assurance Society of the
      United States, but disregarding in determining such Employee’s eligibility to
      participate and vesting under this Plan any periods of service which were
      disregarded under the ECMC Plan, such as service disregarded due to “breaks in
      service”, as defined in the ECMC Plan. Notwithstanding anything to the contrary
      in this Section 3.05 or elsewhere in the Plan, no period shall be taken into
      account more than once in determining the Hours of Service and Years of Service
      of any Employee by reason of this Section 3.05.

     

    Section
      3.06.    Service
      with Shields and Regent.

     

    For
      purposes of determining an Employee’s eligibility to participate in the Plan
      under Article II and vesting under Section 9.04, in the case of an Employee
      who
      was an employee of either Shields Asset Management, Incorporated (“Shields”) or
      Regent Investor Services Incorporated (“Regent”) on March 4, 1994 and on that
      date became an Employee of an Employer or an Affiliate, the Employee’s service
      with Shields or Regent on or prior to such date shall be considered as service
      with an Employer or an Affiliate.

     

    Section
      3.07.    Cursitor
      Service.

     

    For
      purposes of determining an Employee’s eligibility to participate in the Plan
      under Article II and vesting under Section 9.04, in the case of an Employee
      who
      was an employee of Cursitor Holdings, L.P. or Cursitor Holdings Limited
      (individually and collectively, “Cursitor”) on February 29, 1996, and on that
      date either was employed by or continued in the employment of Cursitor Al1iance
      LLC, Cursitor Holdings Limited, Draycott Partners, Ltd. or Cursitor-Eaton Asset
      Management Company, the Employee’s service with Cursitor on or prior to that
      date shall be considered as service with an Emp1oyer or an
      Affiliate.

     

    Section
      3.08.    Sanford
      Bernstein Participants.

     

    With
      respect to each Employee who was an employee of either Sanford C. Bernstein
      & Co, Inc. (“SCB”) or Bernstein Technologies Inc. (“BTI”) or one of their
      respective subsidiaries and who became an Employee of an Employer or an
      Affiliate on or after October 2, 2000, the Employee’s service with SCB, BTI and
      their respective subsidiaries on or prior to such date shall be considered
      as
      service with an Employer or Affiliate.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    COMPANY
      CONTRIBUTIONS

     

    Section
      4.01.    Company
      Profit Sharing Contributions.

     

    The
      Board
      shall determine the Company Contribution, if any, which shall be contributed
      to
      the Trust Fund out of the Company’s current and accumulated earnings and
      allocated to the Members’ Company Contributions Accounts pursuant to Article VI
      in respect of each Plan Year. No Company Contribution under this Section 4.01
      or
      Section 4.02 may be made which cannot be allocated under the provisions of
      Article XVI. For purposes of this Section 4.01 and Section 4.02, “current and
      accumulated earnings” means current and accumulated net income for book
      purposes. Notwithstanding anything herein to the contrary, a Member for purposes
      of Article IV means only those Employees who have satisfied the applicable
      age
      and service requirements of Sections 2.01(a), (b)(ii) or (c).

     

    Section
      4.02.    Company
      Matching Contributions.

     

    Effective
      for Plan Years beginning after December 31, 1989, the Company shall contribute
      to the Trust Fund out of the Company’s current and accumulated earnings an
      amount equivalent to that percentage, not to exceed 100% of each Member’s Member
      Salary Deferral elected for the Plan Year involved, such percentage to be fixed
      by the Board; provided that the Company may establish a limit on the amount
      of
      Member Salary Deferrals that are so matched specified either as a dollar amount
      or as a percentage of Compensation and provided further that any such limit
      may
      be established based on the period in which any individual is a Member of the
      Plan. The contribution determined under this Section 4.02 for a particular
      Member shall be allocated to the Member’s Company Contributions Account on the
      basis of that Member’s Member Salary Deferrals for that Plan Year, subject to
      any Company-established limits on Member Salary Deferrals to be matched for
      that
      Plan Year. For purposes of this Section 4.02, no contribution shall be made
      pursuant to this Section 4.02 with respect to Catch-up
      Contributions.

     

    Section
      4.03.    Time
      of Contributions.

     

    Contributions
      may be made in one or more installments at such time or times during the Plan
      Year, or during any additional period provided by law for the making of
      contributions in respect of such Plan Year, as the Company shall determine.
      Except as otherwise provided in the Plan, for purposes of valuing the Trust
      Fund
      and making allocations to Accounts, all contributions in respect of any Plan
      Year shall be deemed to have been made on the last Accounting Date of the Plan
      Year, regardless of the actual date of contribution.

     

    Section
      4.04.    Irrevocability
      of Contributions.

     

    (a)    Except
      as
      provided in Subsection (b), any and all contributions made by the Company shall
      be irrevocable and shall be transferred to the Trustee to be used in accordance
      with the provisions of this Plan for providing the benefits and paying the
      expenses thereof. Neither such contributions nor any income therefrom shall
      be
      used for, or diverted to, purposes other than for the exclusive benefit of
      Members or their Beneficiaries and payment of expenses of this Plan and the
      Trust.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (b)    (1)    If
      any
      contribution is made to this Plan by a mistake of fact, such contribution shall
      be returned to the Company within one (1) year following the date that such
      contribution is made.

     

    (2)    Each
      Company Contribution made to this Plan is conditioned upon its deductibility
      under Code Section 404. Each contribution, to the extent disallowed as a
      deduction, may be returned to the Company within one (1) year following the
      date
      of disallowance.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

     

    MEMBER
      SALARY DEFERRAL ELECTIONS, SALARY DEFERRAL CONTRIBUTIONS AND ROLLOVER
      CONTRIBUTIONS

     

    Section
      5.01.    Member
      Salary Deferral Elections.

     

    (a)    For
      each
      Plan Year beginning after December 31, 2005, any Member may elect to defer
      the
      receipt of a portion (or such other amount as the Committee may direct) of
      his
“Salary Reduction Compensation” while a Member for the Plan Year, in such
      increments that the Committee may decide, and direct the Employer to contribute
      the amount so deferred into the Trust to be invested in the Investment Fund
      or
      Funds designated by the Member. A Member’s election shall be made in a form
      prescribed by the Committee filed with the Member’s Employer, prior to the date
      that the Compensation would, but for the election, be made available to the
      Member, and the election shall remain in effect until it is modified or
      terminated, all in accordance with rules established by the Committee. In no
      event may a Member’s salary deferral exceed the $15,000 dollar limitation (or
      any higher amount that may be allowed by Treasury Regulations), as provided
      in
      Code Section 402(g). Any Member’s salary deferral for any pay period may be
      further adjusted, at the Committee’s direction and discretion, to comply with
      the discrimination standards applicable to Code Section 401(k) arrangements
      in
      particular, to all plans qualified under Code Section 401(a) in general, and/or
      with the limitations contained in Article XVI. 

     

    (b)    “Salary
      Reduction Compensation” means a Member’s base salary, Draw and other draws,
      overtime pay, bonuses and commissions received for services rendered to an
      Employer, which term shall include the amount of a Member’s Salary Deferral and
      any other salary deferrals pursuant to Code Sections 401(k), 125 or 132(f),
      but
      shall not include, by way of example rather than by way of limitation, severance
      pay, distributions on Units, reimbursement for moving expenses, reimbursement
      for educational or other expenses, contributions or benefits paid under this
      Plan or any other plan of deferred compensation, expatriate tax equalization
      or
      similar payments, or any other extraordinary item of compensation or income.
      In
      addition, Salary Reduction Compensation shall not include amounts paid to
      non-resident aliens which do not constitute income from United States sources
      (within the meaning of Code Section 862) except in the case of a non-resident
      alien who is a Member and for whom the Company so specifies. Salary Reduction
      Compensation shall include Deemed 125 Compensation, as defined in Section 1.15
      of the Plan. Salary Reduction Compensation for any Plan Year shall not exceed
      the applicable Code Section 401(a)(17) dollar limit.

     

    Section
      5.02.    Allocation
      of Member Salary Deferral Elections.

     

    A
      Salary
      Deferral Election made in accordance with Section 5.01 shall be allocated among
      the Investment Funds in accordance with the provisions of Section
      7.03.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
       

      Section
        5.03.    Rollover
        Contributions.

       

    

    (a)    An
      Employee may, with the consent of the Committee, contribute to the Plan, or
      authorize the plan sponsor, administrator or trustee of a qualified employee
      benefit plan in which he previously participated to transfer to the Trust,
      any
      distribution or other payment or amount which is permitted to be contributed
      or
      transferred to the Trust in accordance with Code Section 402, 403(a) or
      408(d)(3)(A)(ii) or any other applicable provision of the Code or the
      regulations or rulings thereunder permitting the contribution or transfer.
      Any
      such Rollover Contribution shall be received by the Trustee subject to the
      condition precedent that its transfer complies in all respects with the
      requirements of the applicable Code provisions, regulations or rules pertaining
      thereto and, upon any discovery that any such contribution or transfer does
      not
      so comply, the amount of the Rollover Contribution, together with all changes
      in
      the value of the Trust Fund allocated thereto, shall revert to the individual
      by
      or on whose behalf it was made as of the next following Accounting Date. The
      decision of the Committee for the Trust to accept a Rollover Contribution shall
      not give rise to any liability by the Committee, the Company, the Plan or the
      Trustee to the Employee or any other party on account of a subsequent
      determination that such Rollover Contribution does not qualify to be held in
      the
      Trust. A Rollover Contribution may, subject to the consent of the Committee,
      be
      made at any time during the Plan Year, shall not be subject to the limitations
      of Article XVI, and shall as of the Accounting Date next following receipt
      of
      the Rollover Contribution by the Trustee be allocated in full to the Member’s
      Rollover Account except as regards the amount thereof equal to the Member’s
      voluntary contributions, if any, to a qualified plan, which amount shall be
      allocated to the Member’s Member Contributions Account. Until so allocated the
      amount of a Rollover Contribution shall be held unallocated in the Trust
      Fund.


    Notwithstanding
      the foregoing provisions of this Section, effective January 1, 2004, the Plan
      will accept a Rollover Contribution from a qualified plan described in Sections
      401(a) or 403(a) of the Code, an annuity contract described in Section 403(b)
      of
      the Code and an eligible plan under Section 457(b) of the Code which is
      maintained by a state, political subdivision of a state, or any agency or
      instrumentality of a state or political subdivision of a state and the portion
      of a distribution from an individual retirement account or annuity described
      in
      Section 408(a) or 408(b) of the Code that is eligible to be rolled over and
      would otherwise be includible in the Member’s taxable gross income; provided
      that, the Plan shall not accept a Rollover Contribution of any after-tax
      employee contributions that would not otherwise be includible in the Member’s
      taxable gross income.

     

    (b)    Each
      Employee or former Employee who becomes a participant in a pension, profit
      sharing or stock bonus plan described in Code Section 401(a) (a “transferee
      plan”) may, not later than thirty (30) days (or such lesser period as is
      acceptable to the Committee) prior to any Accounting Date, request the Committee
      to direct the Trustees to, and upon such request, the Committee in its sole
      discretion may direct the Trustees to, transfer in cash the nonforfeitable
      balance in such Employee’s Accounts to an account maintained by any such
      transferee plan on the Employee’s behalf, as of such Accounting Date; provided,
      however, that such transferee plan permits such transfer.

     

    (c)    Any
      Employee who makes or causes to be made a contribution or transfer pursuant
      to
      Subsection (a) and who has not become a Member pursuant to the provisions of
      Article II shall, except for purposes of Sections 4.01, 5.01 and 6.01, be
      considered a Member of this Plan.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Section
      5.04.    Return
      of Excess Member Salary
      Deferral Elections.

     

    (a)    Notwithstanding
      any other provisions of the Plan, a Member may request the Committee in writing
      by no later than the March 1 following the end of the preceding calendar year,
      to have distributed to the Member from the Trust the amount of the Member’s
      Member Salary Deferrals which are in excess of the amount permitted under Code
      Section 402(g) for such calendar year (“Excess Deferrals”).

     

    (b)    Excess
      Deferrals claimed under subsection (a) and any income allocable to such amount
      including, as of January 1, 2006, income attributable to the period between
      the
      end of the Plan Year and the date of distribution, in accordance with applicable
      Treasury Regulations, shall be distributed from the Plan no later than April
      15
      of the calendar year in which the request was made. This Section 5.04 shall
      also
      apply to amounts deferred under the terms of Section 6.02(c) for Plan Years
      beginning after December 31, 1986.

     

    Section
      5.05.    Actual
      Deferral Percentage Test.

     

    (a)    As
      used
      in this Section 5.05, each of the following terms shall have the meaning for
      that term set forth in this Section 5.05:

     

    (i)    Actual
      Deferral Percentage
      means
      the ratio (expressed as a percentage) of Member Salary Deferrals (other than
      Excess Deferrals of non-Highly Compensated Employees made under plans maintained
      by the Company or an Affiliate) on behalf of the Member for the Plan Year to
      the
      Member’s Testing Compensation for the Plan Year.

     

    (ii)    Average
      Actual Deferral Percentage
      means
      the average (expressed as a percentage) of the Actual Deferral Percentages
      of
      the Members in a group, including those Members whose Actual Deferral Percentage
      is zero.

     

    (b)    For
      each
      Plan Year, the amount of Member Salary Deferrals shall be subject to the
      following:

     

    (i)    For
      Plan
      Years beginning on or after January 1, 2001, the Average Actual Deferral
      Percentage for Members who are Highly Compensated Employees for the Plan Year
      must satisfy one of the following tests:

     

    (A)    The
      Average Actual Deferral Percentage for Members who are Highly Compensated
      Employees for the Plan Year shall not exceed the Average Actual Deferral
      Percentage for Members who are non-Highly Compensated Employees for the Plan
      Year multiplied by 1.25; or

     

    (B)    The
      Average Actual Deferral Percentage for Members who are Highly Compensated
      Employees for the Plan Year shall not exceed the Average Actual Deferral
      Percentage for Members who are non-Highly Compensated Employees for the Plan
      Year multiplied by 2.0, provided that the Average Actual Deferral Percentage
      for
      Members who are Highly Compensated Employees does not exceed the Average Actual
      Deferral Percentage for Members who are non-Highly Compensated Employees by
      more
      than two (2) percentage points.

     

    
      
        
        

      

      
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    (ii)    For
      Plan
      Years prior to 1997, the Excess Contributions (as defined in Section 5.06)
      under
      the Plan shall be eliminated by reducing the Member Salary Deferral of each
      Highly Compensated Employee in order of Actual Deferral Percentage beginning
      with the highest percentage. For Plan Years after 1996, the Excess Contributions
      (as defined in Section 5.06) under the Plan shall be eliminated by reducing
      the
      Member Salary Deferral of each Highly Compensated Employee in order of the
      dollar amount of Member Salary Deferrals on behalf of such Highly Compensated
      Employee, beginning with the highest dollar amount.

     

    (c)    For
      purposes of determining the Actual Deferral Percentage of a Member for a Plan
      Year, a Member Salary Deferral shall be taken into account only if such Member
      Salary Deferral: (i) is attributed to the Member’s Account as of a date
      within the Plan Year; (ii) is not contingent upon any subsequent event
      (except as may be necessary to comply with the Code); (iii) is actually
      paid to the Trust within one year of the end of the Plan Year; and
      (iv) relates to Salary Reduction Compensation which would have been
      received by the Member in the Plan Year but for the Member’s election to defer.
      Any Member Salary Deferral that fails to satisfy the foregoing requirements
      shall be treated as a contribution by the Employer which is not subject to
      Code
      Section 401(k) or 401(m).

     

    (d)    (i)    For
      purposes of this Section 5.05, the Actual Deferral Percentage for any Member
      who
      is a Highly Compensated Employee for the Plan Year and who is eligible to have
      elective deferrals allocated to his or her account under two or more plans
      or
      arrangements described in Code Section 401(k) that are maintained by the Company
      or an Affiliate shall be determined as if all such elective deferrals were
      made
      under a single arrangement.

     

    (ii)    If
      two or
      more plans are aggregated for purposes of Code Section 410(b) or 401(a)(4),
      such
      plans shall be aggregated for purposes of the Average Actual Deferral Percentage
      test.

     

    Section
      5.06.    Return
      of Excess Contributions.

     

    (a)    Notwithstanding
      any other provision of the Plan, any amount determined by the Committee to
      be an
“Excess Contribution” as determined under Section 5.05(b)(ii), shall be
      distributed to Members who are Highly Compensated Employees by no later than
      the
      last day of the Plan Year following the Plan Year in which the Excess
      Contribution occurred.

     

    (b)    “Excess
      Contribution” for purposes of this Section 5.06 means a Member Salary Deferral
      attributable to a Highly Compensated Employee which exceeds the maximum amount
      of such deferral permitted under Code Section 401(k)(3)(A)(ii), and which is
      described in Code Section 401(k)(8)(B), plus the income allocable to such
      amount. The allocable income shall be calculated by multiplying the total income
      earned on all of the Member’s Member Salary Deferrals for the Plan Year in which
      the Excess Contribution is being returned by a fraction, the numerator being
      the
      Member Salary Deferral in excess of the permitted amount and the denominator
      being the Member’s account balance in his Member Salary Deferral Account on the
      Accounting Date of the prior Plan Year. The Excess Contribution otherwise
      distributable under this Section 5.06 shall be adjusted for investment losses
      and for prior distributions to the Members affected, as permitted by Treasury
      Regulations. Effective with respect to nondiscrimination testing for Plan Years
      beginning on and after January 1, 2006, income shall be allocated to Excess
      Contributions during the period between the end of the Plan Year and the date
      of
      distribution of the Excess Contributions in accordance with guidance published
      by the Internal Revenue Service. The Excess Contributions attributable to all
      Highly Compensated Employees, in the aggregate, shall be determined as the
      sum
      of the Excess Contributions (if any) determined for each Highly Compensated
      Employee, as follows: The amount (if any) by which the Member Salary Deferral
      of
      each Highly Compensated Employee must be reduced for the Member’s Actual
      Deferral Percentage to equal the highest permitted Actual Deferral Percentage
      under the Plan shall be determined. To calculate the highest permitted Actual
      Deferral Percentage under the Plan, the Actual Deferral Percentage of the Highly
      Compensated Employee with the highest Actual Deferral Percentage is reduced
      by
      the amount required to cause the Employee’s Actual Deferral Percentage to equal
      the Actual Deferral Percentage of the Highly Compensated Employee with the
      next
      highest Actual Deferral Percentage. If a lesser reduction would enable the
      Plan
      to satisfy the Actual Deferral Percentage test, only this lesser reduction
      may
      be made. This process must be repeated until the Plan would satisfy the Actual
      Deferral Percentage test. The sum of the foregoing reductions determined for
      each Highly Compensated Employee shall equal the dollar amount of the Excess
      Contributions attributable to all Highly Compensated Employees, in the
      aggregate.

     

    
      
        
        

      

      
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    Section
      5.07.    Catch-up
      Contributions.

     

    (a)    Notwithstanding
      any other provision of the Plan (other than this Section 5.07), in accordance
      with election procedures established by the Committee, a Catch-up Eligible
      Member may make additional Member Salary Deferrals for any Plan Year, without
      regard to (i) the limitations on Member Salary Deferral Elections set forth
      in
      Section 5.01; (ii) the limitations provided in Code section 401(a)(30), 402(h),
      403(b)(1)(E), 404(h), 408(k), 408(p), 415 or 457; or (iii) the Actual Deferral
      Percentage limitations described in Article 5 of the Plan and Code section
      401(k)(3), but only, in the case of clause (iii) as applied to a Member who
      is a
      Highly Compensated Employee, to the extent of the highest amount of Member
      Salary Deferrals that could be retained under the Plan by such Member for such
      year in accordance with Article 5 and Code section 401(k)(8)(C) (the “Applicable
      Maximum”). To the extent the Member Salary Deferrals by a Catch-up Eligible
      Member for any year exceed the Applicable Maximum, such Member’s Salary
      Deferrals shall be deemed to be Catch-up Contributions under the
      Plan.

     

    (b)    The
      Catch-up Contributions by any Member during any Plan Year shall not exceed
      $3,000 for any year beginning with 2004 or such other amount as provided under
      Code section 414(v).

     

    (c)    Notwithstanding
      any other provision of the Plan (other than this Section 5.07), Catch-up
      Contributions shall not be taken into account in applying the limits of Code
      sections 401(a)(30), 402(h), 403(b), 408, 415(c) or 457 under the Plan or any
      other plan maintained by the Employer. In addition, Catch-up Contributions
      shall
      not be taken into account in applying any provision under the Plan which
      effectuates any of the foregoing limitations, including without limitation
      the
      provisions of Articles 5, 16 and 17.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    (d)    This
      Section 5.07 is intended to comply with Code section 414(v), Treasury Regulation
      Section 1.414(v)-1, and any successor or other guidance issued by the Department
      of Treasury, and accordingly shall be interpreted consistently with such
      intention.

     

    (e)    “Catch-up
      Contribution” means a contribution under the Plan by a Catch-up Eligible Member,
      pursuant to Section 5.07.

     

    (f)    “Catch-up
      Eligible Member” means a Member who (a) is eligible to make Member Salary
      Deferrals pursuant to Section 5.01 and (b) is age 50 or older. For purposes
      of
      paragraph (b) above, a Member who is projected to attain age 50 before the
      end
      of the Plan Year shall be deemed to be age 50 as of January 1 of such Plan
      Year.
      The determination of a “Catch-up Eligible Member” shall be made in accordance
      with the requirements of Treasury Regulation Section 1.414(v)-1 and any
      successor or other guidance provided under Code Section 414(v) by the Department
      of Treasury.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

     

    ALLOCATIONS
      OF COMPANY CONTRIBUTIONS AND FORFEITURES

     

    Section
      6.01.    Contributions.

     

    (a)    Members
      Eligible to Share in Company Contributions.

     

    The
      Company Contribution for each Plan Year shall be allocated and credited to
      the
      Members’ Company Contributions Account in accordance with this Article as of the
      last Accounting Date of the Plan Year (immediately following the allocation
      of
      income and appreciation in accordance with Section 8.01) among those Members
      who
      are Employees of an Employer or an Affiliate on the Accounting Date.
      Notwithstanding anything herein to the contrary, a Member for purposes of
      Article VI means only those Employees who have satisfied the applicable age
      and
      service requirements of Sections 2.01(a), (b)(ii) or (c).

     

    (b)    Allocation
      of Company Contribution.

     

    The
      Company Contribution under Section 4.01 for each Plan Year, determined without
      regard to Section 6.02(c), shall be allocated among the Members eligible for
      allocation in the proportion which each such Member’s Compensation for such Plan
      Year while a Member bears to the total Compensation for all Members eligible
      to
      share in allocations pursuant to Subsection (a). The Company Contribution under
      Section 4.02 shall be allocated on the same basis upon which it was
      determined.

     

    Section
      6.02.    Allocation
      to Company Contributions Accounts.

     

    Effective
      for Plan Years beginning after December 31, 1989, the entire amount allocated
      under Section 6.01(b) to a Member for a Plan Year shall be credited to his
      Company Contributions Account.

     

    Section
      6.03.    Actual
      Contribution Percentage Test.

     

    (a)    As
      used
      in this Section 6.03, each of the following terms shall have the meaning for
      that term set forth below:

     

    (i)    Average
      Contribution Percentage
      means
      the average (expressed as a percentage) of the Contribution Percentages of
      the
      Members in a group, including those Members whose Contribution Percentage is
      zero.

     

    (ii)    Company
      Matching Contribution
      means
      the Company Contribution described in Section 4.02 of the Plan.

     

    (iii)    Contribution
      Percentage
      means
      the ratio (expressed as a percentage) of a Member’s Company Matching
      Contributions (excluding Company Matching Contributions forfeited hereunder
      to
      correct Excess Aggregate Contributions or because the contributions to which
      they relate are Excess Deferrals, Excess Contributions or Excess Aggregate
      Contributions) to the Member’s Testing Compensation for the Plan
      Year.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    (b)    Company
      Matching Contributions for each Plan Year must satisfy one of the following
      tests:

     

    (i)    For
      Plan
      Years beginning on or after January 1, 2001, the Average Contribution Percentage
      for Members who are Highly Compensated Employees for the Plan Year shall not
      exceed the Average Contribution Percentage for Members who are non-Highly
      Compensated Employees for the Plan Year multiplied by 1.25; or

     

    (ii)    For
      Plan
      Years beginning on or after January 1, 2001, the Average Contribution Percentage
      for Members who are Highly Compensated Employees for the Plan Year shall not
      exceed the Average Contribution Percentage for Members who are non-Highly
      Compensated Employees for the Plan Year multiplied by 2.0, provided that the
      Average Contribution Percentage for Members who are Highly Compensated Employees
      does not exceed the Average Contribution Percentage for Members who are
      non-Highly Compensated Employees by more than 2 percentage points.

     

    In
      satisfying the Actual Contribution Percentage Test set forth above, Member
      Salary Deferrals may be treated as if they were Company Matching Contributions,
      provided that the requirements of Treasury Regulation Section
      1.401(m)-2(a)(6)(ii) are
      satisfied. If used to satisfy the Actual Contribution Percentage Test, such
      Member Salary Deferrals shall not be used to help other Member Salary Deferrals
      satisfy the Actual Deferral Per-centage Test (as described in Section 401(k)(2)
      of the Code), set forth in Sec-tion 5.05 hereof except as other-wise
      permitted by applicable law.

     

    (c)    For
      purposes of determining the Contribution Percentage of a Member for a Plan
      Year,
      the Member’s Company Matching Contributions shall be taken into account only if
      such Company Matching Contributions (i) are based on the Member’s Member Salary
      Deferrals for such Plan Year; (ii) are attributed to the Member’s Account as of
      a date within such Plan Year; and (iii) are paid to the Trust by the end of
      the
      twelfth month following the close of such Plan Year. Any Company Matching
      Contribution that fails to satisfy the foregoing requirements shall be treated
      as a contribution which is not subject to Code Section 401(m).

     

    (d)    (i)    For
      purposes of this Section 6.03, the Contribution Percentage for any Member who
      is
      a Highly Compensated Employee for the Plan Year and who is eligible to receive
      Company Matching Contributions or to make Employee after-tax contributions
      under
      one or more other plans described in Code Section 401(a) that are maintained
      by
      the Company or an Affiliate shall be determined as if all such contributions
      were made under a single plan.

     

    (ii)    If
      two or
      more plans are aggregated for purposes of Code Section 410(b) or 401(a)(4),
      such
      plans shall be aggregated for purposes of the Average Contribution Percentage
      test.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    Section
      6.04.    Return
      of Excess Aggregate Contributions.

     

    (a)    Notwithstanding
      any other provision of the Plan, any amount determined by the Committee to
      be an
“Excess Aggregate Contribution” as defined in Subsection (b), shall be
      distributed to Members who are Highly Compensated Employees by no later than
      the
      last day of the Plan Year following the Plan Year in which the Excess Aggregate
      Contribution occurred. For Plan Years prior to 1997, the Excess Aggregate
      Contributions (as defined in Section 6.04(b)) under the Plan shall be eliminated
      by reducing the Company Matching Contributions of each Highly Compensated
      Employee in order of Contribution Percentage beginning with the highest
      percentage. For Plan Years after 1996, the Excess Aggregate Contributions (as
      defined in Section 6.04(b)) under the Plan shall be eliminated by reducing
      the
      Company Matching Contributions of each Highly Compensated Employee in order
      of
      the dollar amount of Company Matching Contributions on behalf of such Highly
      Compensated Employee, beginning with the highest dollar amount.

     

    (b)    “Excess
      Aggregate Contribution” for purposes of this Section 6.04 means a Company
      Matching Contribution attributable to a Highly Compensated Emp1oyee which
      exceeds the maximum amount of such Company Matching Contributions permitted
      under Code Section 401(m)(3), and which is described in Code Section
      401(m)(6)(B), plus the income allocable to such amount. The allocable income
      shall be calculated by multiplying the total income earned on all of the
      Member’s Company Matching Contributions for the Plan Year in which the Excess
      Aggregate Contribution is being returned by a fraction, the numerator being
      the
      Member Company Matching Contributions in excess of the permitted amount and
      the
      denominator being the Member’s account balance in his Company Contribution
      Account attributable to Company Matching Contributions on the Accounting Date
      of
      the prior Plan Year. The Excess Contribution otherwise distributable under
      this
      Section 6.04 shall be adjusted for investment losses and for prior distributions
      to the Members affected, as permitted by Treasury Regulations. Effective with
      respect to nondiscrimination testing for Plan Years beginning on and after
      January 1, 2006, income shall be allocated to Excess Aggregate Contributions
      during the period between the end of the Plan Year and the date of distribution
      of the Excess Aggregate Contributions in accordance with guidance published
      by
      the Internal Revenue Service. The Excess Aggregate Contributions attributable
      to
      all Highly Compensated Employees, in the aggregate, shall be determined as
      the
      sum of the Excess Aggregate Contributions (if any) determined for each Highly
      Compensated Employee, as follows: The amount (if any) by which the Company
      Matching Contribution of each Highly Compensated Employee must be reduced for
      the Member’s Contribution Percentage to equal the highest permitted Contribution
      Percentage under the Plan shall be determined. To calculate the highest
      permitted Contribution Percentage under the Plan, the Contribution Percentage
      of
      the Highly Compensated Employee with the highest Contribution Percentage is
      reduced by the amount required to cause the Employee’s Contribution Percentage
      to equal the Contribution Percentage of the Highly Compensated Employee with
      the
      next highest Contribution Percentage. If a lesser reduction would enable the
      Plan to satisfy the Actual Contribution Percentage Test, only this lesser
      reduction may be made. This process must be repeated until the Plan would
      satisfy the Actual Contribution Percentage Test. The sum of the foregoing
      reductions determined for each Highly Compensated Employee shall equal the
      dollar amount of the Excess Aggregate Contributions attributable to all Highly
      Compensated Employees, in the aggregate.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

     

    ACCOUNTS,
      ALLOCATIONS AND LOANS

     

    Section
      7.01.    Investment
      Funds.

     

    Subject
      to the provisions of any applicable state and Federal securities laws and to
      the
      regulations and rulings of any regulatory agencies administering such laws,
      the
      Trustee shall, at the direction of the Committee, establish separate Investment
      Funds within and as a part of the Trust Fund for the purpose of investing the
      balances held in the Accounts and in the Unallocated Forfeitures
      Account.

     

    Section
      7.02.    Separate
      Accounts.

     

    The
      Committee shall maintain a separate Company Contributions Account, Member
      Contributions Account, Member Salary Deferral Account, Rollover Account and
      Loan
      Account for each Member as relevant. Any amount transferred from a Member’s
“Company Matching Contribution Account” under the ECMC Plan (as defined
      thereunder) shall be held in the Member’s Rollover Account. The Committee shall
      maintain records of each Member’s balance in each such Account and each
      Investment Fund in which the Account is invested in order to provide an accurate
      and current statement to the Member pursuant to Section 8.07. Effective January
      1, 1995, each account of a participant or beneficiary under the ECMC Plan shall
      automatically be deemed an Account of the corresponding type under the Plan
      for
      the Member or Beneficiary for whom such account was maintained under the ECMC
      Plan.

     

    Section
      7.03.    Investing
      of the Company Contributions.

     

    All
      contributions allocated to a Member’s Account as well as the portion of a
      Rollover Contribution allocated to a Member’s Member Contribution Account shall
      be allocated among the Investment Funds in accordance with the then current
      investment election. If no proper election is on file governing the
      contributions involved, such contributions shall be invested in the Investment
      Fund specified for such purpose by the Investment Committee.

     

    Section
      7.04.    Elections.

     

    (a)    The
      Committee shall prescribe such rules as it deems appropriate regarding the
      form,
      filing frequency and timeliness of elections under Section 7.03 as well as
      concerning the percentage or amounts of a contribution which may be invested
      in
      an Investment Fund. In these rules, the Committee may specify that each Account
      of a Member be invested in the Investment Funds selected by the Member in the
      same proportion. An election properly on file shall remain in force until
      changed. Effective July 1, 2004, each Member shall be permitted to make no
      more
      than one transfer pursuant to this paragraph in any calendar
      quarter.

     

    Section
      7.05.    Inter-Account
      Transfers.

     

    (a)    A
      Member
      may elect, on a form provided by and timely filed with the Committee, to
      transfer all or a portion of the balance of any Account which is invested in
      an
      Investment Fund to one or more other Investment Funds. The Committee shall
      prescribe such rules as it deems appropriate regarding the frequency and
      timeliness of elections and the percentage of or amount from an Account which
      may be so transferred.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    (b)    A
      transfer made pursuant to an election pursuant to Subsection (a) shall be
      effected as of the last Accounting Date of the calendar quarter (or such other
      dates as the Committee shall prescribe from time to time) immediately following
      timely receipt by the Committee of the election.

     

    Section
      7.06.    Unallocated
      Forfeiture Account.

     

    The
      amount held from time to time in the Unallocated Forfeiture Account shall be
      allocated among the Investment Funds as specified by the Committee.

     

    Section
      7.07.    Loans.

     

    (a)    Notwithstanding
      anything in this Plan to the contrary, the Committee, in its discretion, may
      authorize a loan to a Member who is a “party in interest” with respect to the
      Plan within the meaning of Section 3(14) of the Act under the circumstances
      listed in Subsection (b) below:

     

    (b)    (1) loans
      shall be made available on a reasonably equivalent basis; (2) loans shall
      not be made available to Highly Compensated Employees in a manner that is more
      favorable than the manner loans are made available to other Members;
      (3) loans shall bear a reasonable rate of interest; (4) loans shall be
      adequately secured; and (5) loans shall provide for repayment over a
      reasonable period of time.

     

    (c)    Loans
      made pursuant to this Section (when added to the outstanding balance of all
      other loans made by the Plan to the Member) shall be limited to the lesser
      of:

     

    (1)    $50,000
      reduced by the excess (if any) of the highest outstanding balance of loans
      from
      the Plan to the Member during the one-year period ending on the day before
      the
      date on which such loan is made, over the outstanding balance of loans from
      the
      Plan to the Member on the date on which such loan was made, or

     

    (2)    one-half
      (1/2) of the present value of the non-forfeitable accrued benefit of the Member
      under the Plan. 

     

    For
      purposes of this limit, all plans of the Employer shall be considered one
      plan.

     

    (d)    Loans
      shall provide for level amortization with payment to be made not less frequently
      than quarterly over a period not to exceed five (5) years, unless the loan
      is
      for the purpose of acquiring a dwelling unit used within a reasonable time
      as
      the principal residence of the Member. All loans shall be due and payable upon
      termination of employment.

     

    (e)    All
      loans
      shall be made pursuant to a Member loan program. Such loan program shall be
      established in writing by the Committee and must include, but need not be
      limited to, the following:

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    (1)    the
      identity of the person(s) or position(s) authorized to administer the Member
      loan program; 

     

    (2)    a
      procedure for applying for loans;

     

    (3)    the
      basis
      on which loans will be approved or denied;

     

    (4)    limitations,
      if any, on the types and amounts of loans offered;

     

    (5)    the
      procedure under the program for determining a reasonable rate of
      interest;

     

    (6)    the
      types
      of collateral which may secure a Member loan; and

     

    (7)    the
      events constituting default and the steps that will be taken to preserve Plan
      assets.

     

    Such
      Member loan program shall be contained in a separate written document which,
      when properly executed, is hereby incorporated by reference and made a part
      of
      the Plan. Furthermore, such Member loan program may be modified or amended
      by
      the Committee in writing from time to time without the necessity of amending
      this Section.

     

    (f)    Notwithstanding
      any other provision to the contrary, a Borrower who has a loan (or loans)
      outstanding under the SCB Savings or Cash Option Plan for Employees on December
      31, 2003 which is transferred to the Plan as a result of the merger of SCB
      Savings or Cash Option Plan for Employees into the Plan shall be entitled to
      keep such loan (or loans) outstanding under the Plan until the loan (or loans)
      is repaid pursuant to the terms of such outstanding loan (or
      loans).

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

     

    VALUATION

     

    Section
      8.01.    Valuation
      of Trust Fund.

     

    All
      changes in the value of each Investment Fund as determined by the Trustee in
      accordance with the Trust Agreement (including income and expenses and realized
      and unrealized appreciation and depreciation of assets of the Investment Fund,
      determined in the case of mutual funds by reference to the net asset value
      of
      such mutual funds on the Accounting Date, but excluding Company Contributions,
      Member Salary Deferrals and contributions or transfers pursuant to Section
      5.03
      made or allocated subsequent to the last preceding Accounting Date), shall
      be
      allocated by the Committee among the Company Contributions Accounts, Member
      Contributions Accounts, Member Salary Deferral Accounts and Rollover Accounts,
      portions of which are held in the Investment Fund as of each Accounting Date
      pro
      rata to the value of all such Accounts, respectively, at the last preceding
      Accounting Date, but first reducing the balance of each such Account as of
      the
      last preceding Accounting Date by any distributions from the Account since
      that
      Accounting Date.

     

    Section
      8.02.    Valuation
      of Company Contributions Accounts.

     

    The
      value
      of a Member’s Company Contributions Account as of any Accounting Date shall be
      the aggregate of the portions of such Account invested in each Investment Fund
      as of that date. The value of that portion of such Account invested in an
      Investment Fund shall be the sum of:

     

    (a)    the
      value
      of such portion as of the last preceding Accounting Date, plus or
      minus

     

    (b)    all
      changes in the value of the Investment Fund since the last preceding Accounting
      Date allocable thereto pursuant to Section 8.01, plus

     

    (c)    the
      amount of transfer, if any, into such portion and the amount of the Company
      Contribution, if any, allocable thereto since the last preceding Accounting
      Date
      pursuant to Article VI, minus

     

    (d)    any
      distributions from, and transfers out of, such portion since the last preceding
      Accounting Date.

     

    Section
      8.03.    Valuation
      of Member Contributions Account.

     

    The
      value
      of a Member’s Member Contributions Account as of any Accounting Date shall be
      the aggregate of the portions of such Account invested in each Investment Fund
      as of that date. The value of that portion of such Account invested in an
      Investment Fund shall be the sum of:

     

    (a)    the
      value
      of such portion as of the last preceding Accounting Date, plus or
      minus

     

    (b)    all
      changes in the value of the Investment Fund since the last preceding Accounting
      Date allocable thereto pursuant to Section 8.01, plus

     

    
      
        
        

      

      
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    (c)    the
      amount, if any, transferred into such portion pursuant to Section 5.04 in an
      amount equal to voluntary contributions by the Member to the transferor
      qualified plan or pursuant to Section 7.05, minus

     

    (d)    any
      distributions from, and transfers out of, such portion since the last preceding
      Accounting Date.

     

    Section
      8.04.    Valuation
      of Member Salary Deferral Accounts.

     

    The
      value
      of a Member’s Member Salary Deferral Account as of any Accounting Date shall be
      the aggregate of the portions of such Account invested in each Investment Fund
      as of that date. The value of that portion of such Account invested in an
      Investment Fund shall be the sum of:

     

    (a)    the
      value
      of such portion as of the last preceding Accounting Date, plus or
      minus

     

    (b)    all
      changes in the value of the Investment Fund since the last preceding Accounting
      Date allocable thereto pursuant to Section 8.01, plus

     

    (c)    the
      amount, if any, transferred into such portion pursuant to Section 7.05 and
      the
      amount of Member Salary Deferrals, if any, allocable thereto since the last
      preceding Accounting Date, minus

     

    (d)    any
      distributions from, and transfers out of, such portion since the last preceding
      Accounting Date.

     

    Section
      8.05.    Valuation
      of Rollover Accounts.

     

    The
      value
      of a Member’s Rollover Account as of any Accounting Date shall be the aggregate
      of the portions of such Account invested in each Investment Fund as of that
      date. The value of that portion of such Account invested in an Investment Fund
      shall be the sum of:

     

    (a)    the
      value
      of such portion as of the last preceding Accounting Date, plus or
      minus

     

    (b)    all
      changes in the value of the Investment Fund since the last preceding Accounting
      Date allocable thereto pursuant to Section 8.01, plus

     

    (c)    the
      amount of transfer, if any, into such portion since the last preceding
      Accounting Date pursuant to Section 5.03, minus

     

    (d)    any
      distributions from, and transfers out of, such portion since the preceding
      Accounting Date.

     

    Section
      8.06.    Valuation
      of Loan Accounts.

     

    The
      value
      of a Member’s Loan Account as of any Accounting Date shall be the amount of the
      outstanding principal and accrued interest on the loan held therein plus the
      amount of any cash held therein as of an Accounting Date.

     

    
      
        
        

      

      
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    Section
      8.07.    Statement
      to Members.

     

    Within
      two hundred ten (210) days after the last Accounting Date of each Plan Year,
      the
      Committee shall mail or deliver to each Member a statement of the value of
      his
      Accounts and his Loan Account, if any, as of such Accounting Date.

     

    Section
      8.08.    Unallocated
      Forfeitures Account

     

    The
      value
      of the Unallocated Forfeitures Account shall be determined as provided in
      Section 8.02 applied as if the addition to the Unallocated Forfeitures Account
      was a Company Contributions Account.

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    DETERMINATION
      OF BENEFITS

     

    Section
      9.01.    Retirement.

     

    Upon
      a
      Member’s Retirement on or after his Normal Retirement Date, he shall become
      entitled, at the time specified in Article X, to a distribution of his Accounts
      and his Loan Account, if any, valued as of the Accounting Date specified in
      Section 10.01.

     

    Section
      9.02.    Disability.

     

    Upon
      a
      Member’s Retirement on account of his Permanent Disability, the Member shall
      become entitled, at the time specified in Article X, to a distribution of his
      Accounts and his Loan Account, if any, valued as of the Accounting Date
      applicable under Section 10.02.

     

    Section
      9.03.    Death.

     

    Upon
      a
      Member’s death, his Eligible Spouse or, if there is no Eligible Spouse or the
      Eligible Spouse consents in the manner required under Section 2.04(a) to the
      designation of a Beneficiary, that Beneficiary shall become entitled, at the
      time specified in Article X, to a distribution of the then balance of such
      Member’s Accounts and his Loan Account, if any, valued as of the Accounting Date
      applicable under Section 10.03; provided, however, that if a valuation date
      was
      already fixed for payment pursuant to Article X due to the Member’s Retirement
      or Permanent Disability, that date shall be used.

     

    Section
      9.04.    Vesting.

     

    Any
      Member who has Company Contributions credited to his Account as of December
      31,
      1988 shall at all times be fully (100%) vested in the balance in his Accounts.
      Effective for Plan Years beginning after December 31, 1988, any individual
      who
      becomes a Member after that date shall not be vested to any extent in any
      balance in his Company Contributions Account except the amount thereof, until
      his completion of three (3) Years of Service which shall be calculated from
      the
      Member’s Employment Commencement Date. After completion of three (3) Years of
      Service as so calculated, each such Member shall be fully (100%) vested at
      all
      times in the balance in his Company Contributions Account. However, a Member
      who
      is not otherwise vested shall, upon reaching his Normal Retirement Date, become
      and thereafter at all times be fully (100%) vested in the balance in his Company
      Contributions Account. A Member shall be at all times fully (100%) vested in
      the
      balance in his Member Contributions Account, if any, his Member Salary Deferral
      Account, if any, his Rollover Account, if any, and his Loan Account, if any.
      Notwithstanding any other provision to the contrary, each Member who was a
      participant in the SCB Savings or Cash Option Plan for Employees prior to
      December 31, 2003 shall be fully vested in his Account.

     

    Section
      9.05.    Other
      Separation From Service.

     

    In
      the
      event of a Member’s Separation from Service other than by reason of death,
      Retirement or Permanent Disability, he shall be entitled to a distribution
      of
      the entire balance in his Member Contributions Account, if any, his Member
      Salary Deferral Account, if any, his Loan Account, if any, his Rollover Account,
      if any, and the vested balance in his Company Contributions Account, if any,
      determined as of the Accounting Date applicable under Section 10.04. Such
      distributions shall be made in the manner and at the time provided in Article
      X.
      The unvested portion of the Member’s Company Contributions Account shall be
      forfeited upon the Accounting Date coincident with or immediately following
      the
      Member’s Separation from Service.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    Section
      9.06.    Forfeitures.

     

    (a)    A
      Member
      who separates from service prior to the full vesting of his entire Company
      Contributions Account, shall forfeit the unvested balance in that Account upon
      the Accounting Date coincident with or immediately following the Member’s
      Separation from Service. If the Member subsequently recommences employment
      prior
      to incurring five (5) consecutive Breaks in Service, he shall be recredited
      with
      the forfeited amounts upon recommencement of employment, provided that he repays
      any distribution made to him hereunder.

     

    (b)    Any
      Company Contributions Account balance forfeited by a Member shall be held in
      an
      Unallocated Forfeiture Account until applied to reduce the Company Contribution
      to be made to the Trust as of or following the date the forfeiture occurs.
      Any
      Company Contributions made to the Plan by mistake, other than contributions
      made
      by reason of mistake of fact which may be properly repaid to the Company, may
      be
      held in a subaccount under the Unallocated Forfeiture Account until applied
      to
      reduce the Company Contribution to be made to the Trust as of or following
      the
      date the mistake occurs.

     

    (c)    Effective
      January 1, 1995, amounts credited to the “unallocated forfeitures account” (as
      defined under the ECMC Plan) under the ECMC Plan shall be transferred to the
      Unallocated Forfeitures Account.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

     

    TIME
      AND MANNER OF PAYMENT OF BENEFITS

     

    Section
      10.01.    Retirement
      Benefits.

     

    Retirement
      benefits, determined pursuant to Section 9.01, shall be paid in a single cash
      sum, valued as of the Accounting Date immediately preceding the
      payment.

     

    Such
      distribution shall be made to the Member on or as soon as administratively
      feasible following the benefit starting date selected by the Member as provided
      below. The Member may only select a benefit starting date which may not be
      more
      than ninety (90) days after such election and, except as provided below, may
      not
      be less than thirty (30) days after such election. Except as provided in the
      next sentence, the Committee shall provide the Member with a notice as to his
      or
      her rights and benefits under the Plan not more than ninety (90) days or less
      than thirty (30) days prior to the Member’s Accounting Date. Notwithstanding the
      foregoing, a Member may elect a benefit starting date earlier than thirty (30)
      days after receiving such notice from the Company, provided that:

     

    (1)    the
      Committee clearly informs the Member that the Member has a right to a period
      of
      at least thirty (30) days after receiving the notice to consider the decision
      of
      whether or not to elect a distribution; and

     

    (2)    the
      Member, after receiving the notice, affirmatively elects a
      distribution.

     

    Section
      10.02.    Disability
      Benefits.

     

    Disability
      benefits, determined pursuant to Section 9.02 shall be paid or commence to
      be
      paid at the time and in the manner provided in Section 10.01 (substituting
      Permanent Disability for Retirement).

     

    Section
      10.03.    Death
      Benefits.

     

    Death
      benefits, determined pursuant to Section 9.03, shall be paid to the Member’s
      Beneficiary in a single cash sum as soon as reasonably practicable after the
      Member’s death.

     

    Section
      10.04.    Termination
      Benefits.

     

    The
      benefits payable to a Member upon his Separation from Service, determined
      pursuant to Section 9.05, shall, subject to Section 10.09, be paid or commence
      to be paid at the time and in the manner provided in Section 10.01 (substituting
      Separation from Service for Retirement).

     

    Section
      10.05.    Direct
      Rollover Distributions.

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    (b)    Upon
      receiving instructions from a Beneficiary who is the Member’s Eligible Spouse or
      an alternate payee under a “qualified domestic relations order” as defined in
      Code Section 414(p), in either case who is eligible to receive a distribution
      pursuant to the provisions of Article VII that constitutes an “eligible rollover
      distribution” as defined in Code Section 402(c)(4), to transfer all or any part
      of such distribution to a plan that constitutes an “eligible retirement plan”
under Code Section 402(a)(5) with respect to that distribution, the Committee
      shall cause the portion of the distribution which such Eligible Spouse or
      alternate payee has elected to so transfer to the eligible retirement plan
      so
      designated.

     

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

     

    Section
      10.06.     Latest
      Commencement of Benefits.

     

    Notwithstanding
      other provision of the Plan to the contrary, a Member shall be eligible to
      receive payment, or to commence payment, under the Plan of his benefits no
      later
      than sixty (60) days after the end of the Plan Year in which the latest of
      the
      following occurs:

     

    (a)    the
      Member’s attainment of age his Normal Retirement Date;

     

    (b)    The
      tenth
      (10th) anniversary of the year in which the Member began participation in the
      Plan; or

     

    (c)    The
      Member’s Separation from Service.

     

    Section
      10.07.    Indirect
      Payment of Benefits.

     

    If
      any
      Member or Beneficiary is, in the judgment of the Committee, legally, physically
      or mentally incapable of personally receiving and receipting for any payment
      due
      hereunder, payment may be made to the guardian or other legal representative
      of
      such Member or Beneficiary or, if none, to any other person or institution,
      which, in the opinion of the Committee, is then maintaining or has custody
      of
      such Member or Beneficiary. Such payment shall constitute a full discharge
      with
      respect to the obligations hereunder.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    Section
      10.08.    Limitations
      on Distributions.

     

    Notwithstanding
      anything to the contrary contained in this Plan:

     

    (a)    The
      entire interest of each Member must either:

     

    (1)    be
      paid
      to him not later than the Required Beginning Date; or

     

    (2)    commence
      to be paid to him by not later than the Required Beginning Date and paid, in
      accordance with regulations prescribed by the Secretary of the Treasury, over
      a
      period not extending beyond the life expectancy of the Member or the joint
      and
      last survivor life expectancy of the Member and his Designated Beneficiary;
      provided, however, that if the distribution of a Member’s Account balances has
      commenced in accordance with this Paragraph (2), any portion remaining to be
      distributed at the Member’s death shall continue to be distributed at least as
      rapidly as under the method of distribution in effect as of such Member’s
      death.

     

    (b)    If
      a
      Member dies prior to the commencement of distributions to him in accordance
      with
      Paragraph (a)(2), the entire interest of the Member shall be
      distributed:

     

    (1)    not
      later
      than December 31 of the calendar year which contains the fifth anniversary
      of
      the Member’s death; or 

     

    (2)    where
      distribution is to be made to the Member’s Designated Beneficiary,
      commencing

     

    (A)    on
      or
      before December 31 of the calendar year immediately following the calendar
      year
      in which the Member died; or

     

    (B)    if
      the
      Designated Beneficiary is the Member’s surviving Spouse, no later than the later
      of the date described in Paragraph (A), above or December 31 of the calendar
      year in which such Member would have attained age seventy and one-half (70-1/2),
      and payable, in accordance with regulations prescribed by the Secretary of
      the
      Treasury, over a period not extending beyond the life expectancy of such
      Designated Beneficiary.

     

    (c)    For
      purposes of Paragraphs (a)(2) and (b)(2), prior to the Required Beginning Date,
      the Member (or his spouse, if the spouse is the Member’s Beneficiary) may make
      an irrevocable election to have the Member’s (and/or his spouse’s) life
      expectancy recalculated not more frequently than annually. If no such election
      is made prior to the Member’s Required Beginning Date, the Member’s (and/or his
      spouse’s) life expectancy shall automatically be recalculated
      annually.

     

    (d)    Under
      regulations prescribed by the Secretary of the Treasury, any amount paid to
      a
      Member’s child shall be treated as if it had been paid to such Member’s
      surviving spouse if such amount will become payable to such spouse upon the
      child reaching maturity or such other designated event which may be permitted
      under such regulations.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    (e)    For
      purposes of this Section 10.08, the term “Designated Beneficiary” shall mean a
      Member’s surviving spouse or an individual designated by the Member pursuant to
      Section 2.04.

     

    (f)    Notwithstanding
      any provision of this Plan to the contrary, the provisions of this Section
      10.08
      shall be construed in a manner that complies with Code Section 401(a)(9) and,
      with respect to distributions made on or after January 1, 2001, the Plan will
      apply the minimum distribution requirements of Code Section 401(a)(9) in
      accordance with the Treasury Regulations thereunder that were proposed in
      January 2001, the provisions of which are hereby incorporated by reference.
      This
      Subsection (f) shall continue in effect until the end of the last calendar
      year
      beginning before the effective date of the final regulations under Code Section
      401(a)(9) or such other date as may be specified in guidance published by the
      Internal Revenue Service.

     

    (g)    Effective
      as of January 1, 2003, notwithstanding anything to the contrary contained in
      this Plan, distributions shall be made in a manner that complies with Code
      Section 401(a)(9) and Appendix A attached hereto.

     

    (h)    Each
      Member who (i) attained age 70-1⁄2 before January 1, 1999, (ii) commenced
      distributions pursuant to Code Section 401(a)(9) and (iii) is an Employee of
      the
      Employer on January 1, 2004, may make an irrevocable affirmative election,
      subject to the terms of any applicable “qualified domestic relations order” as
      defined in Section 414(p) of the Code, to cease receiving such distributions
      at
      any time prior to the Member’s Separation from Service.

     

    Section
      10.09.    Consent
      to Distributions.

     

    No
      amount
      shall be distributed to a Member pursuant to Section 10.01, 10.02 or 10.04
      without his written consent, unless the amount to be distributed to the Member
      is not in excess of $1,000 ($5,000 prior to March 28, 2005). In the event a
      Member’s consent to a distribution is required pursuant to this Section 10.09,
      such distribution shall be made or commence to be made as soon as reasonably
      practicable after the Accounting Date coincident with or next following the
      date
      on which such consent is received by the Committee.

     

    Section
      10.10.    Pre-Retirement
      Distribution.

     

    (a)    On
      or
      after a Member’s attainment at age 59-1⁄2, the Committee, at the election of the
      Member, shall direct the Trustees to make an in-service distribution of any
      portion of the vested balance of the Member’s Account. 

     

    (b)    Each
      Member who was a participant in the SCB Savings or Cash Option Plan for
      Employees may elect to withdraw his Member Contributions Account and the actual
      earnings thereon at any time but not more than once in any Plan
      Year.

     

    (c)    In
      the
      event that the Committee makes a distribution pursuant to this Section 10.10
      the
      Member shall continue to be eligible to participate in the Plan on the same
      basis as any other Employee. Any distribution made pursuant to this Section
      10.10 shall be made in a manner consistent with other applicable provisions
      of
      this Article X, including, but not limited to, all notice and consent
      requirements of Code Section 411(a)(11) and the Regulations
      thereunder.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    ADMINISTRATION
      OF THE PLAN

     

    Section
      11.01.    Administrative
      Committee.

     

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

     

    Section
      11.02.    Investment
      Committee.

     

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

     

    Section
      11.03.    Payment
      of Benefits (Administrative Committee).

     

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

     

    Section
      11.04.    Powers
      and Authority; Action Conclusive (Administrative Committee).

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    Section
      11.05.    Reliance
      on Information (Administrative Committee).

     

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

     

    Section
      11.06.    Actions
      to be Uniform; Regular Personnel Policies to be Followed.

     

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

     

    Section
      11.07.    Fiduciaries.

     

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

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    Section
      11.08.    Plan
      Administrator.

     

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

     

    Section
      11.09.    Notices
      and Elections (Administrative Committee).

     

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

     

    Section
      11.10.    Misrepresentation
      of Age.

     

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

     

    Section
      11.11.    Decisions
      of Administrative Committee are Binding.

     

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

     

    Section
      11.12.    Spouse’s
      Consent.

     

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

     

    Section
      11.13.    Accounts
      and Records.

     

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

     

    
      
        
        

      

      
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    Section
      11.14.    Forms.

     

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

     

    Section
      11.15.    Liability.

     

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

     

    Section
      11.16.    Claim
      and Appeal Procedure.

     

    (a)    Initial
      Claim.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)    Claim
      Denial Review.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.17.    Elections
      by Former Employees of Equitable Capital Management Corporation.

     

    Any
      designation or election by a Member or the beneficiary of a Member who had
      an
      account balance under the ECMC Plan on December 31, 1994, including, without
      limitation, a designation of one or more beneficiaries, investment elections
      or
      an election to receive a distribution that was in effect under the ECMC Plan
      as
      of that date for the corresponding purpose under this Plan shall continue to
      be
      effective under this Plan, as if made in respect of this Plan, until otherwise
      changed in accordance with the terms of this Plan or any rules or procedures
      established by the Committee.

     

    
      
        
        

      

      
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    ARTICLE
      XII

     

    THE
      TRUST FUND

     

    Section
      12.01.    The
      Trust Agreement.

     

    The
      Company shall enter into a Trust Agreement for the establishment of the Trust
      with one or more individuals or with a bank or trust company organized and
      doing
      business under the laws of the United States or of any state and authorized
      under the laws of its jurisdiction of incorporation to exercise corporate trust
      powers. The Trust Agreement shall be deemed to form a part of the Plan, and
      all
      rights which may accrue to any Person under the Plan shall be subject to the
      terms of the Trust Agreement.

     

    Section
      12.02.    Trustee’s
      Power and Duties.

     

    The
      Trustee shall manage and control the Trust Fund in accordance with the terms
      of
      the Trust Agreement.

     

    Section
      12.03.    Use
      of
      Trust Fund.

     

    The
      Trust
      Fund shall be used to provide the benefits and pay the expenses of this Plan
      and
      of the Trustee, and no part of the corpus or income shall be used for or
      diverted to purposes other than for the exclusive benefit of Members and their
      Beneficiaries under this Plan and the payment of expenses of the Plan and
      Trust.

     

    Section
      12.04.    Payment
      of Expenses.

     

    All
      administrative and other expenses of the Plan and Trust shall be paid out of
      the
      Trust Fund unless paid by the Company. Taxes related to the unrelated business
      taxable income of the Trust that are paid out of the Trust Fund, shall be paid
      from and charged solely to the Account or Accounts involved, either on a
      specific or proportionate basis, as determined by the Committee.

     

    
      
        
        

      

      
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    ARTICLE
      XIII

     

    CERTAIN
      RIGHTS AND OBLIGATIONS OF THE COMPANY

     

    Section
      13.01.    Disclaimer
      of Liability.

     

    (a)    Although
      it is the intention of the Company to continue this Plan and to make substantial
      and regular contributions each year, nothing contained in this Plan or the
      Trust
      Agreement shall be deemed to require the Company to make any contributions
      whatsoever under this Plan or to continue the Plan.

     

    (b)    Nothing
      in this Plan shall be construed as the assumption by the Company of the
      obligation for any payment of any benefits or claims hereunder, and Members
      and
      their Beneficiaries, and all persons claiming under or through them, shall
      have
      recourse only to the Trust Fund for payment of any benefit
      hereunder.

     

    (c)    The
      rights of the Members, their Beneficiaries and all other persons are hereby
      expressly limited to those stated in, and shall be construed only in accordance
      with, the Provisions of the Plan.

     

    Section
      13.02.    Termination.

     

    The
      Company reserves the right in its sole discretion to terminate this Plan at
      any
      time. A “termination” shall be deemed to take place if the Company terminates
      the Plan, partially terminates it (within the meaning of Code Section
      411(d)(3)(A)) or completely discontinues contributions under this Plan. (For
      this purpose a suspension of contributions which is merely temporary shall
      not
      be deemed a complete discontinuance.) In the event of a termination, the Company
      may direct the Trustee to continue to maintain the Trust, and the assets thereof
      shall be applied at the continued direction of the Committee in accordance
      with
      this Plan. Upon termination of the Trust, distribution to each Member shall
      be
      made as soon as practicable thereafter in one of the manners described in
      Section 10.01. Until fully distributed, Members’ accounts shall be revalued from
      time to time in accordance with Section 8.01. Upon termination or partial
      termination of the Plan, the rights of all affected Members to the amounts
      credited to their Accounts to the date of such termination shall become
      non-forfeitable.

     

    Section
      13.03.    Employer-Employee
      Relationship.

     

    The
      adoption of this Plan shall in no way be construed as conferring any legal
      or
      other rights upon any Employee or any Person with respect to continuation of
      employment, nor shall it in any way interfere with the right of an Employer
      to
      discharge any Employee or otherwise act with respect to him. Any Employer may
      take any action (including discharge) with respect to any Employee or other
      Person without regard to the effect which such action might have upon his rights
      as a Member of this Plan.

     

    
      
        
        

      

      
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    Section
      13.04.    Merger,
      Etc.

     

    (a)    The
      merger or consolidation of an Employer with or into another company or the
      acquisition of its assets by any other Person shall not of itself cause the
      termination of this Plan or be deemed a termination of employment as to any
      Employee, nor shall anything in this Plan prevent the consolidation or merger
      of
      any Employer with or into any corporation or prevent the sale by any Employer
      of
      any of its assets. The merger of this Plan with another retirement plan shall
      not of itself cause the termination of this Plan.

     

    (b)    In
      the
      event of the dissolution, merger, consolidation or reorganization of the
      Company, provision may be made by which the Plan and Trust will be continued
      by
      the successor; and in such event such successor shall be substituted for the
      Company under the Plan. The substitution of the successor shall constitute
      an
      assumption of Plan liabilities by the successor, and the successor shall have
      all of the powers, duties and responsibilities of the Company under the
      Plan.

     

    (c)    In
      the
      event of any merger or consolidation of the Plan with, or transfer in whole
      or
      in part of the assets and liabilities of the Trust Fund to, another trust fund
      held under any other plan of deferred compensation maintained or to be
      established for the benefit of all or some of the Members of this Plan, the
      assets of the Trust Fund applicable to such members shall be transferred to
      such
      other trust fund only if:

     

    (1)    the
      values of the Accounts and the vested percentage of the Company Contributions
      Account of each Member, immediately after the merger, consolidation or transfer,
      shall be equal to or greater than such values and percentage immediately before
      the merger, consolidation or transfer;

     

    (2)    resolutions
      of the general partner referred to in Section 1.08 and of the governing body
      any
      new or successor employer of the affected Members shall authorize such transfer
      of assets; and, in the case of the new or successor employer of the affected
      Members, its resolutions shall include an assumption of liabilities with respect
      to such Members’ inclusion in the new employer’s plan; and

     

    (3)    such
      other plan and trust are qualified under Code Sections 401(a) and
      501(a).

     

    Section
      13.05.    Determination
      Final.

     

    Any
      determinations made hereunder shall be made in a manner consistent with the
      Company’s accounting practices and shall be final and conclusive for all
      purposes, notwithstanding any late adjustments in the tax returns of the
      Company.

     

    
      
        
        

      

      
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    ARTICLE
      XIV

     

    NON-ALIENATION
      OF BENEFITS

     

    Section
      14.01.    Provisions
      with Respect to Assignment and Levy.

     

    Except
      as
      may be required under the terms of a “qualified domestic relations order” as
      defined in Code Section 414(p), no benefit under this Plan shall be subject
      in
      any manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance, garnishment, attachment, levy or charge and any attempt to so
      anticipate, alienate, sell, transfer, assign, pledge, encumber, garnish, attach,
      levy upon or charge the same shall be void; nor shall any benefit be in any
      manner liable for or subject to the debts or other liabilities of the Person
      entitled thereto.

     

    Section
      14.02.    Alternate
      Application.

     

    If
      any
      Member or Beneficiary under this Plan becomes bankrupt or attempts to
      anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
      benefit under this Plan, except as specifically provided herein, or if any
      benefit shall be garnished, attached or levied upon other than pursuant to
      a
      qualified domestic relations order as defined in Code Section 414(p), then
      such
      benefits shall, in the discretion of the Committee, cease, and the Committee
      may
      hold or apply the same or any part thereof to or for the benefit of such Member
      or Beneficiary, his spouse, children or other dependents or any of them in
      such
      manner and in such proportion as the Committee may deem proper.

     

    Section
      14.03.    Exceptions.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      XV

     

    AMENDMENTS

     

    Section
      15.01.    Company’s
      Rights.

     

    (a)    The
      Company reserves the right, at any time and from time to time, by action of
      the
      Board, to modify or amend in whole or in part any or all of the provisions
      of
      this Plan; provided, however, that no such modification or amendment may (i)
      result in a retroactive reduction in the then value of any Member’s Account or
      Loan Account; or (ii) except to the extent as may be provided in regulations
      promulgated by the Secretary of the Treasury, have the effect of eliminating
      an
      optional form of benefit. Notwithstanding anything in this Plan to the contrary,
      the Board, in its sole discretion, may make any modifications, amendments,
      additions or deletions in this Plan, as to benefits or otherwise and
      retroactively or prospectively and regardless of the effect on the rights of
      any
      particular Members, which it deems appropriate in order to bring this Plan
      into
      conformity with or to satisfy any conditions of the Act and in order to continue
      or maintain the qualification of the Plan and Trust under Code Section 401(a)
      and to have the Trust declared exempt and maintained exempt from taxation under
      Code Section 501(a).

     

    (b)    No
      amendment may change the vesting schedule under Section 9.04, either directly
      or
      indirectly, unless each Member having not less than three Years of Service
      is
      permitted to elect, within a reasonable period specified by the Committee after
      the adoption of such amendment, to have his or her vested percentage computed
      without regard to such amendment. The period during which the election may
      be
      made shall commence with the date the amendment is adopted and shall end as
      of
      the later of:

     

    (i)    sixty
      days after the amendment is adopted;

     

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

     

    (iii)    sixty
      days after the Member is issued written notice by the Committee.

     

    Section
      15.02.    Provision
      Against Diversion.

     

    No
      part
      of the assets of the Trust Fund shall, by reason of any modification or
      amendment or otherwise, be used for, or diverted to, purposes other than for
      the
      exclusive benefit of Members or their Beneficiaries under this Plan and the
      payment of the administrative expenses of this Plan.

     

    
      
        
        

      

      
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    ARTICLE
      XVI

     

    LIMITATIONS
      ON BENEFITS AND CONTRIBUTIONS

     

    Section
      16.01.    The
      limitations of Code Section 415 applicable to “defined contribution plans” as
      defined in Code Section 414(i) are hereby incorporated by reference in this
      Plan; provided, however, that where the Code so provides, contribution
      limitations in effect under prior law shall be applicable to account balances
      accrued as of the last effective day of such prior law.

     

    Section
      16.02.

     

    (a)    Other
      than as provided in Subsection (b), if, with respect to any Plan Year before
      1992, contributions to a Member’s Account must be reduced to conform to the
      limitations on “annual additions” as explained and defined in Code Sections
      415(c) (1) and 415(c) (2), Members’ Salary Deferrals made pursuant to Section
      5.01, and any allocable earnings thereon, shall be distributed to the Member
      on
      a timely basis; next, Company Contributions for the Plan Year made pursuant
      to
      Section 4.02 shall be reduced until the limitations are met or this category
      of
      contributions is exhausted, whichever first occurs; next, if such contributions
      were made for the Plan Year, Company Contributions made pursuant to Section
      4.01
      shall likewise be reduced; and last, Member Salary Deferrals made pursuant
      to
      Section 6.02(c), and allocable earnings thereon, shall be distributed to the
      affected Member on a timely basis.

     

    (b)    If,
      with
      respect to 1990 and any Plan Year after 1991, contributions to a Member’s
      Account must be reduced to conform to the limitations referred to in Subsection
      (a), the reduction shall be achieved first by the distribution to the affected
      Member on a timely basis of Member Salary Deferrals made pursuant to Section
      5.01, together with allocable earnings thereon, until the limitations are met
      or
      this category of contributions is exhausted, whichever first occurs. Concurrent
      with the return of such Member Salary Deferrals, Company Contributions made
      pursuant to Section 4.02 attributable to such returned Member Salary Deferrals
      shall be reduced. Finally, if necessary, Company Contributions for the Plan
      Year
      made pursuant to Section 4.01 shall be reduced.

     

    Section
      16.03.    In
      the case
      of a Member who is, or has ever been, a participant in one or more “defined
      benefit plans” as defined in Code Section 414(j), maintained by an Employer or
      any predecessor of the Employer, if Contributions or benefits need to be reduced
      due to the application of Code Section 415(e), then benefits under the defined
      benefit plans shall be reduced with respect to that Member before any
      contributions credited to the Member under this Plan, or any other defined
      contribution plan maintained by the Employer, shall be reduced. Notwithstanding
      the foregoing, the limitations of Code Section 415(e) shall cease to apply
      as of
      the first day of the first Plan Year beginning on or after January 1,
      2000.

     

    
      
        
        

      

      
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    ARTICLE
      XVII

     

    TOP-HEAVY
      PLAN YEARS

     

    Section
      17.01.    For
      purposes of this Article XVII, the following definitions shall
      apply:

     

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

     

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

     

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

     

    (d)    “Key
      Employee” means an Employee as defined in Section 416(i)(1) and the Regulations
      thereunder. For Plan Years beginning after December 31, 2001, “Key Employee”
means any Employee or former Employee (including any deceased Employee) who
      at
      any time during the Plan Year that includes the “Determination Date” was an
      officer of the Employer having annual compensation greater than $130,000 (as
      adjusted under Code Section 416(i)(1) for Plan Years beginning after December
      31, 2002), a 5-percent owner of the Employer or a 1-percent owner of the
      Employer having annual compensation of more than $150,000. As used in this
      definition, “annual compensation” means compensation within the meaning of Code
      Section 415(c)(3). For Plan Years beginning before December 31, 2001, “Key
      Employee” means any Employee or former Employee (and the Beneficiaries of such
      Employee) who, at any time during the determination period, was an officer
      of
      the Employer if such individual’s Top-Heavy Compensation exceeds 50% of the
      dollar limitation under Code Section 415(b) (1) (A), an owner (or considered
      an
      owner under Code Section 318) of one of the ten largest interests in the
      Employer if such individual’s Top-Heavy Compensation exceeds 100% of such dollar
      limitation, a 5 percent owner of the Employer, or a 1 percent owner of the
      Employer who has annual Top-Heavy Compensation of more than $150,000. The
      determination period is the Plan Year containing the Determination Date and
      the
      4 preceding Plan Years.

     

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

     

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

     

    (g)    “Top-Heavy
      Compensation” means the Employee’s compensation as defined in Code Section
      414(q)(7). Top-Heavy
      Compensation shall include Deemed 125 Compensation, as defined in Section 1.15
      of the Plan.

     

    (h)    “Top-Heavy
      Ratio” means:

     

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

     

    
      
        
        

      

      
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    (2)    If,
      in
      addition to this Plan, 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, 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 (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 (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
      Code Section 416 and the regulations thereunder. The accrued benefits under
      a
      defined benefit plan in both the numerator and denominator of the Top-Heavy
      Ratio are adjusted for any distribution of an accrued benefit made in the 1-year
      period ending on the Determination Date.

     

    (3)    For
      purposes of (1) and (2) above, the value of account balances and the present
      value of accrued benefits will be determined as of the most recent Valuation
      Date that falls within or ends with the 12-month period ending on the
      Determination Date, except as provided in Code Section 416 and the regulations
      thereunder for the first and the second plan years of a defined benefit plan.
      The account balances and accrued benefits of a participant (x) who is not a
      Key
      Employee but who was a Key Employee in a prior year; or (y) who has not received
      any Top-Heavy Compensation from any Employer maintaining the Plan at any time
      during the 5-year period ending on the Determination Date, will be disregarded.
      Notwithstanding the above, for Plan Years beginning after December 31, 2001,
      the
      accrued benefits and accounts of any participant who has not performed services
      for the Employer during the 1-year period ending on the Determination Date
      will
      be disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
      distributions, rollovers, and transfers are taken into account will be made
      in
      accordance with Code Section 416 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.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


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

     

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

     

    Top-Heavy
      Compensation shall include Deemed 125 Compensation, as defined in Section 1.15
      of the Plan.

     

    Section
      17.02.    If
      the
      Plan is or becomes top-heavy in any Plan Year, the provisions of Section 17.04
      will automatically supersede any conflicting provision of the Plan.

     

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

     

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

     

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

     

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

     

    Section
      17.04.

     

    (a)    Except
      as
      provided in subsection (b), the amount of the Company contribution made on
      behalf of each Member who is not a Key Employee for any Plan Year for which
      the
      Plan is a Top-Heavy Plan shall be at least equal to the lesser of:

     

    (1)    three
      percent (3%) of such Member’s Top-Heavy Compensation less any amount contributed
      on behalf of the Member under any other defined contribution plan maintained
      by
      an Employer or an Affiliate; or

     

    (2)    the
      percentage of Top-Heavy Compensation represented by the Company Contributions
      and Member Salary Deferrals made on behalf of the Key Employee for whom such
      percentage is the highest for such Plan Year, determined by dividing the sum
      of
      the Company Contribution and Member Salary Deferrals made on behalf of each
      such
      Key Employee by so much of his Top-Heavy Compensation as does not exceed
      $200,000.

     

    (3)    Where
      the
      inclusion of this Plan in a Permissive Aggregation Group or Required Aggregation
      Group pursuant to Section 17.01(e) or 17.01(f) enables a defined benefit plan
      described in Section 17.01(f) to meet the requirements of Code Sections
      401(a)(4) or Section 410, the minimum contribution required under this Section
      17.04 shall be the amount specified in Section 17.04(a)(1).

     

    
      
        
        

      

      
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    ARTICLE
      XVIII

     

    MISCELLANEOUS

     

    Section
      18.01.    Binding
      on Heirs, Etc.

     

    This
      Plan
      shall extend to and be binding upon the heirs, executors, administrators,
      successors and assigns of the Members and their Beneficiaries and all successors
      to the Company by way of merger, consolidation, acquisition of assets or
      otherwise.

     

    Section
      18.02.    Governing
      Law.

     

    All
      questions pertaining to the validity, construction and administration of the
      Plan shall be determined in accordance with the laws of the State of New York,
      except to the extent that such laws have been superseded by the
      Act.

     

    Section
      18.03.    Separability.

     

    If
      any
      provision of this Plan shall be held illegal or invalid for any reason, such
      illegality or invalidity shall not affect the remaining parts of this Plan,
      and
      the Plan shall be construed and enforced as if such illegal and invalid
      provisions had never been inserted herein.

     

    Section
      18.04.    Captions
      and Gender.

     

    The
      captions herein are for convenience of reference only and are not to be
      construed as part of the Plan. As used herein, the masculine shall include
      the
      feminine and the neuter and vice versa, as the context requires.

     

    Section
      18.05.    Merger
      of SCOPE.

     

    Effective
      January 1, 2004, the SCB Savings or Cash Option Plan for Employees is merged
      into and with the Plan and the balances held in participants’ accounts under
      SCOPE shall be transferred into the corresponding accounts under the Plan to
      be
      maintained on behalf of such Members. Unless otherwise provided herein, the
      benefits of each participant in the SCB Savings or Cash Option Plan for
      Employees who is not credited with an hour of service after December 31, 2003
      shall be governed by the terms of such plan as of the date of the participant’s
      termination of employment. Any election made under SCOPE by a participant shall
      be deemed to have been made under the Plan; provided that a salary deferral
      election made under SCOPE shall be applied under the Plan as if it were a salary
      deferral election made with respect to Compensation, as defined under 1.15
      of
      the Plan, and shall be reduced, to the extent necessary to avoid exceeding
      the
      maximum limits on the amount that may be deferred pursuant to Section 5.01
      by a
      Member.

     

    
      
        
        

      

      
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    APPENDIX
      A

     

    REQUIRED
      DISTRIBUTION RULES

     

    Section
      1.
      General.
      Pursuant
      to Section 10.08 of the Plan, this Appendix A describes the required
      distribution rules for Members who have reached their Required Beginning Date,
      as those terms are defined in the Plan, as well as the incidental death benefit
      requirements. The terms of this Appendix A shall apply solely to the extent
      required under Code Section 401(a)(9) and shall be null and void to the extent
      that they are not required under Section 401(a)(9) of the Code. Any capitalized
      terms not otherwise defined in this Appendix A have the meaning given those
      terms in the Plan. Notwithstanding any other provision of the Plan,
      distributions must be made in compliance with Treasury Regulations under Code
      Section 401(a)(9).

     

    Section
      2.
      Required
      Distributions.
      As of
      any Member’s Required Beginning Date, the Member must begin to receive
      distributions of his or her benefits under the Plan.

     

    Section
      3.
      Single-Sum
      Distribution.
      A
      Member
      may satisfy the requirements of this Appendix A by receiving a single lump-sum
      distribution on or before his or
      her
      Required Beginning Date.

     

    Section
      4.
      Time
      and Manner of Distribution.

     

    4.1.
      Death
      of Member Before Distributions Begin.
      If the
      Member dies before distributions begin, the Member’s entire interest must be
      distributed, or begin to be distributed no later than as follows:

     

    (a)
      If
      the Member’s surviving spouse is the Member’s sole designated beneficiary, then
      distributions to the surviving spouse will begin by December 31 of the calendar
      year immediately following the calendar year in which the Member died, or by
      December 31 of the calendar year in which the Member would have attained age
      701⁄2, if later.

     

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

     

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

     

    (d)
      If
      the Member’s surviving spouse is the Member’s sole designated beneficiary and
      the surviving spouse dies after the Member but before distributions to the
      surviving spouse begin, this Section 4.1, other than Section 4.1(a), will apply
      as if the surviving spouse were the Member.

     

    For
      purposes of this Section 4.1 and Section 6, unless Section 4.1(d) applies,
      distributions are considered to begin on the Member’s Required Beginning Date.
      If Section 4.1(d) applies, distributions are considered to begin on the date
      distributions are required to begin to the surviving spouse under Section
      4.1(a).

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    4.2.
      Forms
      of Distribution.
      Unless
      the Member’s interest is distributed in a single sum on or before the Required
      Beginning Date, as of the first Distribution Calendar Year distributions must
      be
      made no slower than required under Sections 5 and 6 of this Appendix
      A.

     

    Section
      5.
      Required
      Minimum Distributions During Member’s Lifetime.

     

    5.1.
      Amount
      of Required Minimum Distribution for Each Distribution Calendar
      Year.
      During
      the Member’s lifetime, the minimum amount that will be distributed for each
      Distribution Calendar Year is the lesser of:

     

    (a)
      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 Member’s age as of the
      Member’s birthday in the Distribution Calendar Year, or

     

    (b)
      if
      the Member’s sole designated beneficiary for the Distribution Calendar Year is
      the Member’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 Member’s and spouse’s
      attained ages as of the Member’s and spouse’s birthdays in the Distribution
      Calendar Year.

     

    5.2.
      Lifetime
      Required Minimum Distributions Continue Through Year of Member’s
      Death.
      Required minimum distributions will be determined under this Section 5 beginning
      with the first Distribution Calendar Year and up to and including the
      Distribution Calendar Year that includes the Member’s date of
      death.

     

    Section
      6.
      Required
      Minimum Distributions After Member’s Death.

     

    6.1.
      Death
      On or After Date Distributions Begin.

     

    (a) 
       Member
      Survived by Designated Beneficiary. If the Member dies on or after the date
      distributions begin and there is a designated beneficiary, the minimum amount
      that will be distributed for each Distribution Calendar Year after the year
      of
      the Member’s death is the quotient obtained by dividing the Participant’s
      Account Balance by the longer of the remaining Life Expectancy of the Member
      or
      the remaining Life Expectancy of the Member’s designated beneficiary, determined
      as follows:

     

    (1)
      The
      Member’s remaining Life Expectancy is calculated using the age of the Member in
      the year of death, reduced by one for each subsequent year.

     

    (2)
      If
      the Member’s surviving spouse is the Member’s sole designated beneficiary, the
      remaining Life Expectancy of the surviving spouse is calculated for each
      Distribution Calendar Year after the year of the Member’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
      spouses death, reduced by one for each subsequent calendar year.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    (3) If
      the
      Member’s surviving spouse is not the Member’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 Member’s death, reduced
      by one for each subsequent year.

     

    (b)
      No
      Designated Beneficiary. If the Member dies on or after the date distributions
      begin and there is no designated beneficiary as of September 30 of the year
      after the year of the Member’s death, the minimum a mount that will be
      distributed for each Distribution Calendar Year after the year of the Member’s
      death is the quotient obtained by dividing the Participant’s Account Balance by
      the Member’s remaining Life Expectancy calculated using the age of the Member in
      the year of death, reduced by one for each subsequent year.

     

    6.2.
      Death
      Before Date Distributions Begin.

     

    (a)
      Member Survived by Designated Beneficiary. If the Member dies before the date
      distributions begin and there is a designated beneficiary, the minimum amount
      that will be distributed for each Distribution Calendar Year after the year
      of
      the Member’s death is the quotient obtained by dividing the Participant’s
      Account Balance by the remaining Life Expectancy of the Member’s designated
      beneficiary, determined as provided in Section 6.1.

     

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

     

    (c)
      Death
      of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
      Begin. If the Member dies before the date distributions begin, the Member’s
      surviving spouse is the Member’s sole designated beneficiary, and the surviving
      spouse dies before distributions are required to begin to the surviving spouse
      under Section 4.1(a), this Section 6.2 will apply as if the surviving spouse
      were the Member.

     

    6.3.
      Election
      to Apply 5-Year Rule to Distributions to Designated
      Beneficiaries.
      If the
      Member dies before distributions begin and there is a designated beneficiary,
      distribution to the designated beneficiary is not required to begin by the
      date
      specified in Section 4 of this Appendix, but the Member’s entire interest will
      be distributed to the designated beneficiary by December 31 of the calendar
      year
      containing the fifth anniversary of the Member’s death. If the Member’s
      surviving spouse is the Member’s sole designated beneficiary and the surviving
      spouse dies after the Member but before distributions to either the Member
      or
      the surviving spouse begin, this election will apply as if the surviving spouse
      were the Member.

     

    Section
      7.
      Definitions.

     

    7.1.
      Designated
      Beneficiary.
      The
      individual who is designated as the beneficiary under Section 2.04 of the Plan
      and is the designated beneficiary under Section 401(a)(9) of the Internal
      Revenue Code and Section 1.401(a)(9)-4, Q&A-1, of the Treasury
      Regulations.

     

    
      
        
        

      

      
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    7.2.
      Distribution
      Calendar Year.
      A
      calendar year for which a minimum distribution is required. For distributions
      beginning before the Member’s death, the first Distribution Calendar Year is the
      calendar year immediately preceding the calendar year which contains the
      Member’s Required Beginning Date. For distributions beginning after the Member’s
      death, the first Distribution Calendar Year is the calendar year in which
      distributions are required to begin under Section 4.1. The required minimum
      distribution for the Member’s first Distribution Calendar Year will be made on
      or before the Member’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 Member’s
      Required Beginning Date occurs, will be made on or before December 31 of that
      Distribution Calendar Year.

     

    7.3.
      Life
      Expectancy.
      Life
      expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9
      of the Treasury Regulations.

     

    7.4.
      Member’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 made and allocated 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 either in
      the
      valuation calendar year or in the Distribution Calendar Year if distributed
      or
      transferred in the valuation calendar year.

     

    7.5.
      Required
      Beginning Date. The date specified in Section 1.38 of the plan.

     

    Section
      8.
      Under
      regulations prescribed by the Secretary of the Treasury, any amount paid to
      a
      Member’s child shall be treated as if it had been paid to such Member’s
      surviving spouse if such amount will become payable to such spouse upon the
      child reaching maturity or such other designated event which may be permitted
      under such regulations.

     

    Section
      9.
      TEFRA
      Section 242(b)(2) Elections.
      Notwithstanding the other provisions of this Appendix A, other than the last
      sentence of Section 1 of this Appendix A, distributions may be made under a
      designation made before January 1, 1984, in accordance with Section 242(b)(2)
      of
      the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of
      the
      plan that relate to Section 242(b)(2) of TEFRA.

     

    Section
      10.
      This
      Appendix is not intended to defer the timing of distribution beyond the date
      otherwise required under the Plan or to create any benefits (including but
      not
      limited to death benefits) or distribution forms that are not otherwise offered
      under the Plan.

     

    
      
        
        

      

      
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      EXHIBIT
        A

       

      CHARTER
        

       

      OF
        THE 

       

      PROFIT
        SHARING PLAN
        ADMINISTRATIVE COMMITTEE

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      EXHIBIT
        B

       

      CHARTER
        

       

      OF
        THE 

       

      PROFIT
        SHARING PLAN INVESTMENT COMMITTEE 

       

      1.    Purpose.
        The
        primary purpose of the Investment Committee (the “Committee”) is to oversee the
        investment of the assets of the Profit Sharing Plan for Employees of
        AllianceBernstein L.P. (the “Plan”) and subject to the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), on behalf of
        AllianceBernstein L.P. (the “Company”).

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

      (d)
        To
        designate, add, remove or change investment alternatives under the Plan,
        which
        may include mutual funds or other investment vehicles that are managed by
        the
        Company or its affiliates and securities issued by the Company or its
        affiliates, among which participants may elect to invest their accounts under
        the Plan and to consider the appropriateness of complying with Section 404(c)
        of
        ERISA; 

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      69