exv10w2



 





Exhibit 10.2




PHI, INC. 401(k) RETIREMENT PLAN




Working Copy of

2001 Amended and Restated Plan




Effective January 1, 2006




(Incorporating Amendments One through Eight)




Fisher & Phillips LLP

Volume Submitter Plan



This Fisher & Phillips LLP Volume Submitter Specimen Plan Document is the Property of Fisher &
Phillips LLP, and may not be Copied, Altered or Adopted Without the Express Written Consent of
Fisher & Phillips LLP.





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	INTRODUCTION	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 1 DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1.1	 	 	Account Balance or Account
	 	 	2	 
	 

	 	 	1.2	 	 	Act
	 	 	2	 
	 

	 	 	1.3	 	 	Affiliate
	 	 	2	 
	 

	 	 	1.4	 	 	Beneficiary
	 	 	2	 
	 

	 	 	1.5	 	 	Board of Directors or Board
	 	 	2	 
	 

	 	 	1.6	 	 	Code
	 	 	2	 
	 

	 	 	1.7	 	 	Company
	 	 	2	 
	 

	 	 	1.8	 	 	Compensation
	 	 	2	 
	 

	 	 	1.9	 	 	Effective Date
	 	 	4	 
	 

	 	 	1.10	 	 	Eligible Employee
	 	 	4	 
	 

	 	 	1.11	 	 	Employee
	 	 	4	 
	 

	 	 	1.12	 	 	Employee Benefits Committee or Committee
	 	 	5	 
	 

	 	 	1.13	 	 	Employer
	 	 	5	 
	 

	 	 	1.14	 	 	Employer Account
	 	 	5	 
	 

	 	 	1.15	 	 	Employment Commencement Date
	 	 	5	 
	 

	 	 	1.16	 	 	Entry Date
	 	 	5	 
	 

	 	 	1.17	 	 	401(k) Account
	 	 	5	 
	 

	 	 	1.18	 	 	401(k) Contributions
	 	 	5	 
	 

	 	 	1.19	 	 	Highly Compensated Employee
	 	 	5	 
	 

	 	 	1.20	 	 	Hour of Service
	 	 	6	 
	 

	 	 	1.21	 	 	Investment Fund
	 	 	7	 
	 

	 	 	1.22	 	 	Limitation Year
	 	 	7	 
	 

	 	 	1.23	 	 	Matching Account
	 	 	7	 
	 

	 	 	1.24	 	 	Matching Contributions
	 	 	7	 
	 

	 	 	1.25	 	 	Nonelective Contribution Account
	 	 	7	 
	 

	 	 	1.26	 	 	Nonhighly Compensated Employee
	 	 	7	 
	 

	 	 	1.27	 	 	Normal Retirement Age
	 	 	7	 
	 

	 	 	1.28	 	 	Normal Retirement Date
	 	 	7	 
	 

	 	 	1.29	 	 	One Year Period of Severance
	 	 	7	 
	 

	 	 	1.30	 	 	Participant
	 	 	8	 
	 

	 	 	1.31	 	 	Plan
	 	 	8	 
	 

	 	 	1.32	 	 	Plan Year
	 	 	8	 
	 

	 	 	1.33	 	 	Predecessor Company
	 	 	8	 
	 

	 	 	1.34	 	 	Prior Plan
	 	 	8	 
	 

	 	 	1.35	 	 	Qualified Domestic Relations Order
	 	 	8	 
	 

	 	 	1.36	 	 	Qualified Nonelective Contributions
	 	 	8	 
	 

	 	 	1.37	 	 	Qualified Matching Contributions
	 	 	8	 
	 

	 	 	1.38	 	 	Rollover Account
	 	 	8	 
	 

	 	 	1.39	 	 	Rollover Contribution
	 	 	8	 
	 

	 	 	1.40	 	 	Service
	 	 	8	 
	 

	 	 	1.41	 	 	Severance of Service
	 	 	9	 
	 

	 	 	1.42	 	 	Spouse or Surviving Spouse
	 	 	10	 
	 

	 	 	1.43	 	 	Totally and Permanently Disabled
	 	 	10	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1.44	 	 	Trust
	 	 	10	 
	 

	 	 	1.45	 	 	Trustee
	 	 	10	 
	 

	 	 	1.46	 	 	Valuation Date
	 	 	10	 
	 

	 	 	1.47	 	 	Year of Service
	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 2 ELIGIBILITY AND PARTICIPATION	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.1	 	 	Initial Participation
	 	 	12	 
	 

	 	 	2.2	 	 	Change in Status
	 	 	12	 
	 

	 	 	2.3	 	 	Participation upon Reemployment
	 	 	12	 
	 

	 	 	2.4	 	 	Ineligible Employees
	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 3 CONTRIBUTIONS	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.1	 	 	Employee Contributions
	 	 	14	 
	 

	 	 	3.2	 	 	Company Contributions
	 	 	14	 
	 

	 	 	3.3	 	 	Makeup Contributions
	 	 	15	 
	 

	 	 	3.4	 	 	401(k) Plan Nondiscrimination Testing
	 	 	15	 
	 

	 	 	3.5	 	 	Rollover Contributions
	 	 	15	 
	 

	 	 	3.6	 	 	Method and Time for Payment of Contributions
	 	 	16	 
	 

	 	 	3.7	 	 	Contribution Due to Mistake of Fact
	 	 	16	 
	 

	 	 	3.8	 	 	Nondeductible Overpayment
	 	 	16	 
	 

	 	 	3.9	 	 	Individual Accounting
	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 4 CONTRIBUTION ALLOCATIONS AND VESTING	 	 	17	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1	 	 	Allocation of Employee Contributions
	 	 	17	 
	 

	 	 	4.2	 	 	Company Contributions
	 	 	17	 
	 

	 	 	4.3	 	 	Limitation on Annual Addition
	 	 	18	 
	 

	 	 	4.4	 	 	Vesting
	 	 	20	 
	 

	 	 	4.5	 	 	Forfeitures
	 	 	20	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 5 VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.1	 	 	Valuation of Fund
	 	 	22	 
	 

	 	 	5.2	 	 	Daily Valuation
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 6 PAYMENT OF BENEFITS	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	6.1	 	 	Distribution of Benefits
	 	 	23	 
	 

	 	 	6.2	 	 	Amount, Time and Method of Payment
	 	 	23	 
	 

	 	 	6.3	 	 	Small Benefit Payments
	 	 	24	 
	 

	 	 	6.4	 	 	Minimum Distribution Rules
	 	 	24	 
	 

	 	 	6.5	 	 	Election of Direct Rollover
	 	 	25	 
	 

	 	 	6.6	 	 	Definitions
	 	 	25	 
	 

	 	 	6.7	 	 	Qualified Domestic Relations Order Payments
	 	 	26	 
	 

	 	 	6.8	 	 	Reemployment
	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 7 DEATH BENEFITS	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.1	 	 	Death Benefits
	 	 	27	 
	 

	 	 	7.2	 	 	Designation of Beneficiary
	 	 	27	 
	 

	 	 	7.3	 	 	Time and Method of Payment
	 	 	27	 






(ii)









 






	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 8 IN-SERVICE WITHDRAWALS BY PARTICIPANTS	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.1	 	 	Hardship Withdrawals from 401(k) Account
	 	 	29	 
	 

	 	 	8.2	 	 	Withdrawal from Rollover Account
	 	 	30	 
	 

	 	 	8.3	 	 	Withdrawals after Age 591/2
	 	 	30	 
	 

	 	 	8.4	 	 	Limitations on Withdrawals
	 	 	30	 
	 

	 	 	8.5	 	 	Automated Withdrawals
	 	 	31	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 9 INVESTMENT OF TRUST ASSETS — PARTICIPANT DIRECTED INVESTMENTS 	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	9.1	 	 	Participant Directed Investments
	 	 	32	 
	 

	 	 	9.2	 	 	Voting Rights
	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 10 PLAN ADMINISTRATION	 	 	33	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.1	 	 	Establishment of the Employee Benefits Committee
	 	 	33	 
	 

	 	 	10.2	 	 	Powers of the Employee Benefits Committee
	 	 	33	 
	 

	 	 	10.3	 	 	Duties and Authority of the Employee Benefits Committee
	 	 	34	 
	 

	 	 	10.4	 	 	Actions by the Committee or a Subcommittee
	 	 	35	 
	 

	 	 	10.5	 	 	Indemnification
	 	 	35	 
	 

	 	 	10.6	 	 	Benefit Application and Claims Procedure
	 	 	35	 
	 

	 	 	10.7	 	 	Responsibilities of Named Fiduciaries Other than the Committee
	 	 	36	 
	 

	 	 	10.8	 	 	Allocation of Responsibilities
	 	 	36	 
	 

	 	 	10.9	 	 	Designation of Persons to Carry Out Responsibilities of Named Fiduciaries
	 	 	36	 
	 

	 	 	10.10	 	 	Payment of Expenses
	 	 	36	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 11 PLAN ADOPTION, AMENDMENT OR TERMINATION	 	 	37	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.1	 	 	Amendment of Plan	 	 	37	 
	 

	 	 	11.2	 	 	Merger
	 	 	37	 
	 

	 	 	11.3	 	 	Form of Amendments
	 	 	37	 
	 

	 	 	11.4	 	 	Acceptance of Transferred Assets
	 	 	37	 
	 

	 	 	11.5	 	 	Plan to Plan Transfers
	 	 	37	 
	 

	 	 	11.6	 	 	Plan Termination or Partial Termination
	 	 	38	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 12 TRUST FUND AND THE TRUSTEE	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.1	 	 	Trust and Trustee
	 	 	39	 
	 

	 	 	12.2	 	 	Assets of the Trust
	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 13 MISCELLANEOUS	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	13.1	 	 	Limitation of Assignment
	 	 	40	 
	 

	 	 	13.2	 	 	Legally Incompetent Distributee
	 	 	40	 
	 

	 	 	13.3	 	 	Unclaimed Payments
	 	 	40	 
	 

	 	 	13.4	 	 	Notification of Addresses
	 	 	40	 
	 

	 	 	13.5	 	 	Notice of Proceedings and Effect of Judgment
	 	 	40	 
	 

	 	 	13.6	 	 	Severability
	 	 	40	 
	 

	 	 	13.7	 	 	Prohibition Against Reversion
	 	 	41	 
	 

	 	 	13.8	 	 	Limitation of Rights
	 	 	41	 
	 

	 	 	13.9	 	 	Controlling Law
	 	 	41	 






(iii)









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	13.10	 	 	Errors in Payment
	 	 	41	 
	 

	 	 	13.11	 	 	USERRA and Code Section 414(u) Compliance
	 	 	41	 
	 

	 	 	13.12	 	 	Loans
	 	 	41	 
	 

	 	 	13.13	 	 	Headings and Use of Words
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 14 TOP-HEAVY PROVISIONS	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	14.1	 	 	Applicability of this Article
	 	 	43	 
	 

	 	 	14.2	 	 	Top-Heavy and Super Top-Heavy Determination	 	 	43	 
	 

	 	 	14.3	 	 	Computation of the Aggregate of the Account Balances
	 	 	43	 
	 

	 	 	14.4	 	 	Required Aggregation of Plans
	 	 	44	 
	 

	 	 	14.5	 	 	Permissive Aggregation of Plans
	 	 	45	 
	 

	 	 	14.6	 	 	Special Rules of Top-Heavy Plans and Super Top-Heavy Plans
	 	 	45	 
	 

	 	 	14.7	 	 	Special Definitions
	 	 	46	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 15 GOOD FAITH EGTRRA PROVISIONS	 	 	48	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	15.1	 	 	Limitations on Contributions
	 	 	48	 
	 

	 	 	15.2	 	 	Increase in Compensation Limit
	 	 	48	 
	 

	 	 	15.3	 	 	Modification of Top-Heavy Rules
	 	 	48	 
	 

	 	 	15.4	 	 	Direct Rollovers of Plan Distributions
	 	 	49	 
	 

	 	 	15.5	 	 	Rollovers from Other Plans
	 	 	50	 
	 

	 	 	15.6	 	 	Rollovers Disregarded in Involuntary Cash-Outs
	 	 	50	 
	 

	 	 	15.7	 	 	Repeal of Multiple Use Test
	 	 	50	 
	 

	 	 	15.8	 	 	Elective Deferrals — Contribution Limitation
	 	 	50	 
	 

	 	 	15.9	 	 	Maximum Salary Reduction Contributions
	 	 	51	 
	 

	 	 	15.10	 	 	Catch-Up Contributions
	 	 	51	 
	 

	 	 	15.11	 	 	Suspension Period Following Hardship Distribution
	 	 	51	 
	 

	 	 	15.12	 	 	Distribution upon Severance from Employment
	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 16 MINIMUM DISTRIBUTION REQUIREMENTS	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	16.1	 	 	General Rules
	 	 	52	 
	 

	 	 	16.2	 	 	Time and Manner of Distribution
	 	 	52	 
	 

	 	 	16.3	 	 	Required Minimum Distributions During Participant’s Lifetime
	 	 	53	 
	 

	 	 	16.4	 	 	Required Minimum Distributions After Participant’s Death
	 	 	54	 
	 

	 	 	16.5	 	 	Definitions
	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 
	SCHEDULE A 401(k) PLAN NONDISCRIMINATION TESTING	 	A - 1

	 
	 	 	 	 	 	 	 	 	 	 
	SCHEDULE B ELIGIBLE UNION EMPLOYEES	 	 	B - 1	 
	 
	 	 	 	 	 	 	 	 	 	 
	SCHEDULE C PARTICIPATING AFFILIATES	 	 	C - 1	 







(iv)









 








INTRODUCTION




     The Petroleum Helicopters, Inc. 401(k) Retirement Plan, originally effective as of July 1,
1989, is hereby amended and restated in its entirety. The Plan, as amended and restated hereby, is
intended to qualify as a profit sharing plan under Section 401(a) of the Code, and includes a cash
or deferred arrangement that is intended to qualify under Section 401(k) of the Code. The Plan is
maintained for the exclusive benefit of eligible employees and their beneficiaries. The Plan is
effective January 1, 2001, except where a special effective date applicable to a provision is
specified, in which case, the special effective date shall be deemed the effective date of that
provision in operating the Plan, even if it relates to a date earlier than the effective date of
this amendment and restatement.



     Notwithstanding any other provision of this Plan to the contrary, the forms of payment and
other Plan provisions that were available immediately prior to the later of the effective date of
this amendment and restatement or the date this amendment and restatement is adopted and that may
not be eliminated under Section 411(d)(6) of the Code, shall continue to be available to
Participants who had an account under the Plan on the day immediately preceding the later of the
effective date or the date this amendment and restatement is adopted.



 









 





ARTICLE 1



DEFINITIONS




     Whenever the following capitalized terms are used in a Plan, they have the meanings specified
below. Other words and phrases may be used which are not defined in this Article 1, but for
convenience, are defined when introduced in the text.



     1.1
Account Balance or Account means the total amount credited to a Participant’s
401(k) Account, After-Tax Account, Matching Account, Nonelective Contribution Account, Employer
Account, and Rollover Account. Where the balance in a Participant’s Account is to be determined as
of a given Valuation Date, such balance shall be determined after all adjustments and allocations
for the Valuation Date have been made.



     1.2 Act means the Employee Retirement Income Security Act of 1974, as amended.



     1.3 Affiliate means (a) any corporation which is a member of the same controlled group
of corporations (within the meaning of Code Section 414(b)) with the Employer, (b) any other trade
or business (whether or not incorporated) under common control (within the meaning of Code Section
414(c)) with the Employer, (c) any other corporation, partnership, or other organization which is a
member of an affiliated service group (within the meaning of Code Section 414(m)) with the
Employer, and (d) any other entity required to be aggregated with the Employer pursuant to
regulations under Code Section 414(o).



     1.4 Beneficiary means the person, persons, or entity designated by the Participant
under the terms of the Plan to receive any death benefit that becomes payable under the Plan.



     1.5 Board of Directors or Board means the (a) Board of Directors or other governing
body of the Employer or (b) person acting with proper authority from the Board.



     1.6 Code means the federal Internal Revenue Code of 1986, as amended.



     1.7 Company means the Employer and any Affiliate (or the successor of an Affiliate)
listed on Schedule C that maintains the Plan with the consent of the Employee Benefits Committee.



     1.8 Compensation




	 	(a)	 	General Definition. Compensation generally means
wages, salaries and fees for professional services and other amounts received
(without regard to whether or not an amount is paid in cash) for personal
services actually rendered in the course of employment with the employer
maintaining the plan to the extent that the amounts are includable in gross
income (including, but not limited to, commissions paid salesmen, compensation
for services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in IRS regulations section
1.62-2(c)). Compensation shall include any amount contributed by a Company on
behalf of a Participant pursuant to 




2









 






	 	 	 	a salary reduction agreement which is not
includible in the gross income of the Participant under Code Section 125,
132(f)(4), 401(k), 402(e)(3) or 402(h). Effective March 1, 2003, Compensation
shall also include payments made to an Employee while on leave pursuant to the
Uniformed Services Employment and Reemployment Rights Act (USERRA).
Compensation shall exclude the following:






	 	(i)	 	Employer contributions to a plan of deferred
compensation which are not includible in the Employee’s gross income
for the taxable year in which contributed, or employer contributions
under a simplified employee pension plan, or any distributions from a
plan of deferred compensation;
	 
	 	(ii)	 	Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held
by the employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
	 
	 	(iii)	 	Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and
	 
	 	(iv)	 	Other amounts which received special tax
benefits, or contributions made by the employer (whether or not under a
salary reduction agreement) towards the purchase of an annuity contract
described in section 403(b) of the Internal Revenue Code (whether or
not the contributions are actually excludable from the gross income of
the employee).






	 	(b)	 	For Plan Years beginning in 1997 and thereafter, Compensation
shall be limited to $160,000 annually and shall be adjusted for changes in the
cost of living in accordance with Code Section 401(a)(17)(B). For Plan Years
of less than 12 months, this limit shall be prorated based on the number of
calendar months in the short Plan Year.
	 
	 	(c)	 	Definition for Purposes of 401(k) Contributions.
Notwithstanding (a) above, for purposes of determining an Employee’s 401(k)
Contributions, Compensation shall exclude commissions, vacation purchases and
other extra or special compensation, such as, but not limited to, safety
awards, one-time relocation bonuses, incentive bonuses, and severance pay
(including cashout of vacation pay, both banked and current). Effective
January 1, 2002, Compensation shall include cash payments of banked vacation
pay paid while actively employed and incentive bonuses paid for the 2002 fiscal
year and years thereafter.
	 
	 	(d)	 	Definition for Purposes of Matching Contributions.
Notwithstanding (a) above, for purposes of determining Matching Contributions,
Compensation shall exclude bonuses, commissions, overtime pay, vacation
purchases, and other extra or special compensation such as, but 




3









 






	 	 	 	not limited to,
safety awards, one time relocation bonuses, incentive bonuses, and severance
pay (including cashout of vacation pay, both banked and current). Effective
January 1, 2002 Compensation shall include banked vacation pay paid while
actively employed and incentive bonuses paid on account of the 2002 fiscal year
and years thereafter.





     1.9   Effective Date means January 1, 2001, except to the extent a different effective
date is set forth for a specific section in this Plan.



     1.10 Eligible Employee means any Employee actively providing services to a Company or
on an authorized leave of absence, other than an Employee who is:




	 	(a)	 	covered by a collective bargaining agreement between a union
and a Company, provided that retirement benefits were the subject of good faith
bargaining, unless (1) the bargaining agreement specifically provides for
participation in this Plan, or (2) the bargaining agreement specifically
provides for participation in a tax-qualified plan of a company acquired by the
Employer or an Affiliate and the Employee Benefits Committee has consented to
participation in this Plan, which consent is evidenced by specifying the
bargaining agreement in Schedule B,
	 
	 	(b)	 	a leased employee, or
	 
	 	(c)	 	a non-resident alien.





     1.11 Employee means any person, including an officer, who is on the payroll of the
Company and whose wages are subject to withholding for purposes of federal income taxes or for
purposes of the Federal Insurance Contribution Act. An independent contractor shall not be treated
as an
Employee for purposes of the Plan without regard to whether such person is a common law
employee or retroactively recharacterized as an employee for wage tax purposes.



     A person working at the Company whose employer for payroll purposes is an unrelated third
party, shall not be treated as an Employee for purposes of the Plan, without regard to whether such
person is a common law employee of the Company.



     The term “leased employee” means any person (other than an employee of the recipient) who
pursuant to an agreement between the recipient and any other person (“leasing organization”) has
performed services for the recipient (or for the recipient and related persons determined in
accordance with section 414(n)(6) of the Internal Revenue Code) on a substantially full time basis
for a period of at least one year, and such services are performed under primary direction or
control of the recipient. A leased employee shall be treated as an employee of the Company, but
only for purposes of coverage testing under 401(b). Contributions or benefits provided a leased
employee by the leasing organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer.



4









 





     A leased employee shall not be considered an employee of the recipient if:




	 	(a)	 	such employee is covered by a money purchase pension plan
providing:






	 	(i)	 	a nonintegrated employer contribution rate of
at least 10 percent of compensation, as defined in section 415(c)(3) of
the Code, but including amounts contributed pursuant to a salary
reduction agreement which are excludable from the employee’s gross
income under section 125, 132(f)(4), section 402(e)(3), section
402(h)(1)(B) or section 403(b) of the Code,
	 
	 	(ii)	 	immediate participation, and
	 
	 	(iii)	 	full and immediate vesting; and






	 	(b)	 	leased employees do not constitute more than 20 percent of the
recipient’s nonhighly compensated work force.





     1.12 Employee Benefits Committee or Committee means the Employee Benefits Committee
established in Article 10 of this Plan which shall consist of not less than three nor more than
seven persons appointed from time to time by the Board of Directors to serve at its pleasure and
serve as Plan Administrator.



     1.13 Employer means PHI, Inc. and any successor thereto.



     1.14 Employer Account
means the account maintained for a Participant which is credited with employer contributions
such as profit sharing contributions (other than Qualified Nonelective Contributions, Qualified
Matching Contributions, Matching Contributions and Discretionary Contributions).



     1.15 Employment Commencement Date means the date on which an Employee first performs
an Hour of Service for a Company.



     1.16 Entry Date means the first day of each calendar month.



     1.17 401(k) Account means the account maintained for a Participant which is credited
with the Participant’s 401(k) Contributions.



     1.18 401(k) Contributions mean the elective deferrals made pursuant to a Participant’s
election which have been contributed in accordance with Code Section 401(k).



     1.19 Highly Compensated Employee means, for Plan Years beginning after 1996, an
Employee who:




	 	(a)	 	is a 5-percent owner at any time during the year or the
preceding year; or
	 
	 	(b)	 	received compensation during the preceding year from the
Company in excess of $80,000 (as adjusted pursuant to Code Section 415(d)),
and, if 




5









 






	 	 	 	the Employer so elects, was a member of the top-paid group for such
year.
	 
	 	 	 	An employee is in the top-paid group of employees for any year if such
employee is in the group consisting of the top 20 percent of employees when
ranked on the basis of compensation paid during such year. For purposes of
determining the number of employees in the top-paid group, the Company shall
exclude employees who:






	 	(i)	 	have not completed 6 months of service;
	 
	 	(ii)	 	normally work less than 171/2 hours per week;
	 
	 	(iii)	 	normally work during not more than 6 months in any year;
	 
	 	(iv)	 	have not attained age 21; and
	 
	 	(v)	 	except to the extent provided in regulations,
are included in a unit of employees covered by a collective bargaining
agreement between employee representatives and the Company.






	 	 	 	A former Employee shall be treated as a Highly Compensated Employee if such
employee was a Highly Compensated Employee when such employee separated from
service, or such employee was a Highly Compensated Employee at any time
after attaining age 55.
	 
	 	 	 	The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of employees in the top-paid
group, and the compensation that is considered, will be made in accordance
with Code Section 414(q) and the regulations thereunder.
	 
	 	 	 	For the 1997 Plan Year, the above rules apply as if they were in effect
during the Plan Year beginning in 1996.





     1.20 Hour of Service means:




	 	(a)	 	Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for a Company. These hours shall be
credited to the Employee for the computation period or periods in which the
duties are performed;
	 
	 	(b)	 	Each hour for which an Employee is paid, or entitled to
payment, by a Company on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disability), layoff,
jury duty, or leave of absence. Such person shall not be considered to have
terminated employment under this Section 1.22(b) unless the person fails to
return to the employ of the Company at or prior to the expiration date of the
person’s absence hereunder, in which case





6









 











	 	 	 	the person shall be deemed to have
terminated employment as of the date of commencement of such absence;
	 
	 	(c)	 	Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by a Company. These hours shall be
credited to the Employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement or payment is made.





     An Hour of Service credited under Section 1.20(a) or (b) above will not be credited under
Section 1.20(c).



     Hours under this Section shall be calculated and credited pursuant to Section 2530.200b-2 of
the Department of Labor regulations which are incorporated herein by reference.



     An Hour of Service with an Affiliate that has not adopted the Plan is treated as an Hour of
Service with a Company for vesting purposes and for purposes of meeting the eligibility service
requirement.



     1.21 Investment Fund means any of the funds in which a Participant may invest his or
her Account in accordance with the provisions of Article 9.



     1.22 Limitation Year means the calendar year.



     1.23 Matching Account means the account maintained for a Participant which is credited
with Matching Contributions and/or discretionary matching contributions made pursuant to Section
3.2.



     1.24 Matching Contributions mean the contributions made by a Company which match a
Participant’s 401(k) Contributions.



     1.25 Nonelective Contribution Account means the account maintained for a Participant
which is credited with Qualified Nonelective Contributions or Qualified Matching Contributions made
on behalf of a Participant.



     1.26 Nonhighly Compensated Employee means an Employee who is not a Highly Compensated
Employee.



     1.27 Normal Retirement Age means age 65 with five Years of Service.



     1.28 Normal Retirement Date means the date a Participant attains Normal Retirement
Age.



     1.29 One Year Period of Severance means a 12-consecutive month period beginning on the
date a Severance of Service occurs and ending on the first anniversary of such date, provided that
the Employee during the 12-consecutive month period fails to perform an Hour of Service.



7









 





     1.30 Participant means any person who has an Account Balance in the Plan.
Notwithstanding the foregoing, an Eligible Employee who elects not to contribute to the Plan, shall
be treated as a Participant for purposes of Article 14 and Schedule A.)



     1.31 Plan means this Plan and related trust.



     1.32 Plan Year means the calendar year.



     1.33 Predecessor Company means a company or other business entity acquired by the
Employer or an Affiliate whose service was counted under the Prior Plan.



     1.34 Prior Plan means the tax-qualified retirement plan of a Company that is restated
hereunder, if any.



     1.35 Qualified Domestic Relations Order means a judgment, decree, or order relating to
the provision of child support, alimony payments, or marital property rights, to a spouse, former
spouse, child or other dependent, made pursuant to a state domestic relations law, which creates or
recognizes the existence of an alternate payee’s right to receive all or a portion of the benefits
payable with respect to a Participant under the Plan, as described in Code Section 414(p).



     1.36 Qualified Nonelective Contributions mean the contributions made to comply with
Code Section 401(k) or (m) and allocated to a Participant’s Nonelective Contribution Account.



     1.37 Qualified Matching Contributions mean the contributions made to comply with Code
Section 401(k) or (m) and allocated to a Participant’s Nonelective Contribution Account.



     1.38 Rollover Account means the account maintained for a Participant which is credited
with a Rollover Contribution.



     1.39 Rollover Contribution
means the amount rolled over by a Participant or the amount transferred from another plan
qualified under Code Section 401(a) or from a qualifying individual retirement account (“IRA”) and
allocated to the Participant’s Rollover Account.



     1.40 Service means a period commencing on the Employee’s Employment Commencement Date
or reemployment commencement date, whichever is applicable, and ending on the Employee’s Severance
of Service, subject to the following:




	 	(a)	 	If an Employee has a Severance of Service because of a quit,
discharge or retirement and then performs an Hour of Service within twelve (12)
months of the Severance of Service date, he or she shall receive Service credit
for the period of time commencing on the date a Severance of Service occurs and
ending on the date on which the Employee again performs an Hour of Service for
the Employer or an Affiliate. (hereafter referred to as “Period of
Severance”).
	 
	 	(b)	 	An Employee who has a Severance of Service because of a quit,
discharge or retirement during or immediately following an authorized leave of
absence, and who performs an Hour of Service within (12)




8









 






	 	 	 	months from the date
the leave of absence began, shall receive service credit for the Period of
Severance. If an Employee is absent for 12 full months, no service credit is
given for the Period of Severance, except as required by Section 13.11.





     In determining an Employee’s Service, a prior period of service not required to be taken into
account by reason of a period of severance which constitutes a One Year Period of Severance shall
not be recognized under the Plan. If an Employee incurs more than a One Year Period of Severance
but less than five consecutive One Year Periods of Severance, all Years of Service credited before
the period of severance shall be reinstated.



     Service with a Predecessor Company shall be taken into account under the Plan as Service with
a Company only with respect to an Employee who was employed by the Predecessor Company on the date
its assets or stock were acquired by the Employer or an Affiliate. Service with a Predecessor
Company shall be taken into account under the Plan unless previously disregarded under the Plan or
the Prior Plan.



     1.41 Severance of Service means the earlier of:




	 	(a)	 	the date on which the Employee quits, retires, is discharged or
dies;
	 
	 	(b)	 	the date on which the Employee fails to return to the service
of the Company at the expiration of an authorized leave of absence in excess of
twelve (12) months or recovery from being Totally and Permanently Disabled in
excess of six (6) months; or
	 
	 	(c)	 	the first anniversary of the first date of a period in which
the Employee remains absent from service with the Company (with or without pay)
for any reason other than quit, retirement, discharge, death, authorized leave
of absence or Total and Permanent Disability (such as vacation, holiday,
sickness, unauthorized leave of absence or layoff).





     Severance of Service shall not occur and credit for vesting purposes shall be given for the
following:




	 	(d)	 	a period of service with the Armed Forces of the United States
of America, if an Employee who left active service with the Company to enter
and did directly enter such Armed Forces, returned to active employment
within the time and under the conditions which entitle him/her to reemployment
rights under the laws of the United States of America;
	 
	 	(e)	 	transfer directly from the employment of one Company to another
Company. Transfer of an Employee in this Plan to service with an Affiliate
which has not adopted this Plan will not be considered a Severance of Service
and will cause such service to be included as Service in this Plan. However,
such aforesaid service will only be





9









 











	 	 	 	credited for vesting purposes and not for
benefit purposes under this Plan; or
	 
	 	(f)	 	the period ending on the second anniversary of any absence from
work by reason of the pregnancy of the Employee, by reason of the birth of a
child of the Employee, by reason of the placement of a child with the Employee
in connection with the adoption of such child by the Employee, or for purposes
of caring for such child for a period immediately following such birth or
placement; provided, however, that the period between the first and second
anniversaries of the first day of any such absence shall not count as Service
and no credit will be given for such period for vesting purposes.





     1.42 Spouse or Surviving Spouse means the legal spouse of the Participant, provided
that a former spouse will be treated as the Spouse or Surviving Spouse to the extent provided under
a Qualified Domestic Relations Order, except that none of the requirements relating to consent
shall apply to such former spouse.



     1.43 Totally and Permanently Disabled means the permanent loss or loss of use of a
member of function of the body, or the permanent disfigurement of the Participant, or any physical
or mental impairment which renders the Participant incapable of engaging in his or her usual and
customary occupation and which requires the Participant to terminate employment. To be Totally and
Permanently Disabled, the disability must arise while the Participant is employed by a Company or
an Affiliate. Disability
will be determined by the Employer, in accordance with uniform principles, upon the basis of
such medical reports and other evidence as the Employer deems necessary.



     1.44 Trust means the assets of the Plan held by the Trustee(s), segregated in a
separate trust or trusts and governed by a separate trust document or documents. This document may
govern multiple trusts.



     1.45 Trustee means the person, persons, bank, and/or other entity selected by the
Board to hold the assets of a Trust in accordance with Article 12.



     1.46 Valuation Date means each business day of the Plan Year that the Trust assets are
valued or such Valuation Dates as may be specified by the Employer, but no less frequently than the
last day of the Plan Year.



     1.47 Year of Service means twelve months of Service with the Employer or an Affiliate.
Years of Service shall not include employment otherwise disregarded under the Plan or Prior Plan.



     All non-successive periods of Service shall be aggregated and any periods of Service of less
than a whole year (whether or not consecutive) shall be aggregated on the basis that twelve months
of Service equal a whole Year of Service. A month of Service is deemed to be 30 days in the case
of the aggregation of fractional months. After aggregating all Service, any period of Service less
than a whole year (12 months) shall be disregarded.



10









 





     If a Participant incurs a Severance of Service that is more than six months after his most
recent Anniversary Date, the Participant shall be considered to have completed a Year of Service
during the Computation Period starting on such Anniversary Date for vesting purposes.



     If, under the terms of the Prior Plan, service was credited using the general method described
in ERISA Reg. § 2530.200b-2, an Employee’s Service shall be converted to the elapsed time method by
crediting each Employee with a period of Service consisting of :




	 	(a)	 	A number of years equal to the number of years of service
credited to the Employee under the terms of the Prior Plan before the Plan Year
in which the Prior Plan was amended and restated; and
	 
	 	(b)	 	The greater of:






	 	(i)	 	the period of Service that would be credited to
the Employee under the Service provisions of the this Plan beginning on
the first day of the Plan Year in which the Plan is amended and
restated; or
	 
	 	(ii)	 	the service taken into account under the Prior
Plan for the year of the amendment as of the date the Prior Plan is
amended and restated.




11









 











ARTICLE 2



ELIGIBILITY AND PARTICIPATION




     2.1 Initial Participation. An Eligible Employee may become a Participant as of the
Entry Date coinciding with or next following the date on which he first performs one Hour of
Service.



     2.2 Change in Status.




	 	(a)	 	If a Participant no longer meets the definition of an Eligible
Employee, such Participant may no longer contribute to the Plan and is no
longer eligible for Company contributions effective as of the time of such
change in status. If any such Employee again becomes an Eligible Employee,
active participation in the Plan commences effective as of the time of the
change in status. A change in status includes, but is not limited to, transfer
to or from an Affiliate which is not participating in this Plan or becoming a
member of a collective bargaining unit whose members do not participate in the
Plan.
	 
	 	(b)	 	If an Employee is employed by a Company after working for an
Affiliate not covered by the Plan, his Service with the Affiliate shall count
for purposes of meeting the eligibility requirement of Section 2.1, except that
if his employment with the Affiliate terminated and he is reemployed by a
Company after more than five consecutive One Year Periods of Severance, prior
Service is disregarded.





     2.3 Participation upon Reemployment. If an Employee who terminates employment is
reemployed before he incurs a One Year Period of Severance, he shall be treated as if the
termination had not occurred and all such Employee’s service with the Company will be taken into
account for purposes of meeting the eligibility requirement of Section 2.1. In all other
circumstances, all Service shall be counted except the following:




	 	(a)	 	If an Employee incurs a One Year Period of Severance prior to
completing the eligibility requirement of Section 2.1 and is later reemployed
by a Company, his prior Service shall be disregarded for purposes of meeting
the eligibility requirement of Section 2.1.
	 
	 	(b)	 	If a Participant has no vested interest in his Matching Account
and Employer Account and incurs more than five consecutive One Year Periods of
Severance, prior Service shall be disregarded for purposes of meeting the
eligibility requirement of Section 2.1.





     If a Participant’s Service is disregarded, such Participant will be treated as a new Employee
for purposes of meeting the eligibility requirement of Section 2.1 upon reemployment. If a former
Participant’s Service may not be disregarded under the previous subparagraphs,
such Participant shall participate immediately upon reemployment provided the Participant is
an Eligible Employee at the time of reemployment.



12









 





     2.4 Ineligible Employees. In the event that a Nonhighly Compensated Employee is not
an Eligible Employee, but is erroneously allowed to participate in the Plan, he or she is deemed
eligible to participate during the period for which contributions are made to the Plan. The
Company is not obligated to make a Matching Contribution with respect to any such erroneous
contribution, but may do so, in its sole discretion.



13









 





ARTICLE 3



CONTRIBUTIONS




     3.1 Employee Contributions.




	 	(a)	 	401(k) Contributions






	 	(i)	 	Participant Election. A Participant
may elect to make 401(k) Contributions in whole percentages of
Compensation on a form provided by the Committee or by any other method
authorized by the Committee, which may not be less than 1% of
Compensation and which may not exceed the lesser of: (A) 90% of
Compensation, or (B) $15,000 (the Code Section 402(g) limit in effect
for the 2006 taxable year), adjusted from time to time for increases in
the cost-of-living pursuant to Code Section 402(g)(5).
	 
	 	(ii)	 	Separate Election for Bonuses and Accrued
Vacation. Notwithstanding the preceding, a Participant may make a
separate deferral election with respect to bonuses and accrued vacation
payments made in lieu of time off, in a percentage from 1% to 100%,
subject to the Code Section 402(g) limit in effect for the applicable
Plan Year.
	 
	 	(iii)	 	Automatic Enrollment. An Employee
hired or rehired on or after April 1, 2006, will be automatically
enrolled in the Plan with an election equal to 3% of Compensation on
the first date he is otherwise eligible to participate in the Plan if
he does not make an affirmative election under paragraph (i) above.
Such deemed deferral election shall remain in effect until changed by
the Participant in accordance with the terms of Section 3.1(b) of the
Plan. Each Employee will be given a reasonable amount of time before
the first applicable payroll period, to elect to cancel his/her
automatic enrollment instead of having the automatic 401(k) deferral
election applied to his/her pay.






	 	(b)	 	Participant’s Election. A Participant may make or
change the contribution election made pursuant to this Section 3.1 at any time
in accordance with the Plan’s administrative procedures.





     3.2 Company Contributions




	 	(a)	 	Matching Contributions. The Company shall make
Matching Contributions on behalf of each Participant who is an Eligible
Employee in an amount equal to 200% of the amount contributed for said
Participant under Section 3.1(a); however, no more than 3% of the Participant’s
Compensation shall be taken into account. The Matching Contribution shall be
made taking into account Compensation on a payroll period basis. The annual
Matching Contribution under this Section shall equal





14









 











	 	 	 	two times the Participant’s 401(k) Contribution, not to exceed 6% of the
Participant’s Compensation. The Matching Contribution shall be made taking
into account Compensation on a payroll period basis with respect to regular
payroll checks and on the basis of each payment made with respect to
incentive bonuses and cash payment of banked vacation pay paid while
actively employed.
	 
	 	(b)	 	Discretionary Matching Contributions. The Company, in
its sole discretion, may make discretionary matching contributions to the Plan
to match Participant’s 401(k) Contributions.
	 
	 	(c)	 	Discretionary Contributions. The Company, in its sole
discretion, may make a profit sharing contribution to the Plan for a Plan Year,
without regard to whether the Company has profits.
	 
	 	(d)	 	Qualified Nonelective Contributions and Qualified Matching
Contributions. The Company may make Qualified Nonelective Contributions
and/or Qualified Matching Contributions to satisfy the nondiscrimination tests
described in Schedule A of the Plan. The Employer shall not be required to
make a Qualified Nonelective Contribution or a Qualified Matching Contribution
for any Plan Year, and the Employer shall have sole discretion to determine
whether any such contribution shall be made for a Plan Year and the amount of
such contribution.





     3.3 Makeup Contributions. The Company may make special makeup contributions to the
Plan, if necessary. A makeup contribution is necessary if a Participant’s or Beneficiary’s Account
must be reinstated in accordance with Section 6.7 or if a mistake or omission in making or
allocating contributions is discovered and is not corrected by revising prior allocations. A
makeup contribution may be made if it is determined that a correction is advisable under an IRS
voluntary compliance procedure.



     3.4 401(k) Plan Nondiscrimination Testing. The Plan will satisfy the
nondiscrimination tests set out in Schedule A.



     3.5 Rollover Contributions. An Eligible Employee may transfer to the Plan and Trust
all or any portion of the money or other property received by the Employee from another plan and
trust that is tax-qualified under Code Section 401(a) and which constitutes a qualifying rollover
distribution under Code Section 402(c), excluding any portion of such distribution representing
non-deductible employee contributions. Any such rollover must be completed within sixty (60) days
of the Employee’s receipt of the qualifying rollover distribution.



     An Eligible Employee may transfer to the Plan and Trust all of the money or other property in
an individual retirement account or annuity which contains only those amounts described above plus
earnings thereon.



     The Rollover Contribution must meet all applicable rollover or plan to plan transfer
requirements under the Code. Acceptance by the Plan and Trust of any rollover or direct



15









 







transfer
shall not constitute, or be construed to be, a determination by the Committee of the tax
consequences to the Participant of the rollover or direct transfer.



     3.6 Method and Time for Payment of Contributions.




	 	(a)	 	It is the intent of the Company to pay 401(k) Contributions to
the Trust in accordance with Department of Labor regulations.
	 
	 	(b)	 	All other contributions shall be paid to the Trust no later
than the time prescribed by law (including extensions thereof) for filing the
Company’s federal income tax return for the fiscal year ending with or within
the Plan Year for which the contribution is made.





     3.7 Contribution Due to Mistake of Fact. If a contribution was made due to a mistake
of fact, the amount attributable to the mistake of fact (unadjusted for earnings attributable to
the mistaken amount, but reduced for any losses attributable to the mistaken amount) may revert to
the Company within a one year period after it was contributed. If such reversion does not occur
within such one year period, such mistaken amount shall be held in a suspense account and used as
Company contributions in accordance with the Company’s direction.



     3.8 Nondeductible Overpayment. All contributions to the Plan are conditioned on their
deductibility under Code Section 404. If a nondeductible overpayment is made by the Company, such
overpayment may revert to the Company within a one year period, unadjusted for earnings
attributable to the overpayment, but reduced for any losses attributable to the overpayment. If a
nondeductible overpayment does not revert within such one year period, such overpayment shall be
held in a suspense account (with no adjustment for gains, losses or interest), and used as a
Company contribution in accordance with the Company’s direction.



     3.9 Individual Accounting. The Committee shall establish and maintain adequate
records disclosing the separate proportionate interest of each Participant in a Trust.



16









 





ARTICLE 4



CONTRIBUTION ALLOCATIONS AND VESTING




     4.1 Allocation of Employee Contributions. 401(k) Contributions made by a Company
pursuant to the Participant’s election will be allocated to the 401(k) Account of the Participant
on whose behalf they are made.



     4.2 Company Contributions




	 	(a)	 	Allocation of Matching Contributions. Matching
Contributions will be allocated to the Matching Account of the Participant on
whose behalf they were made under the terms of the Plan.
	 
	 	(b)	 	Allocation of Discretionary Matching Contributions.
Discretionary matching contributions made pursuant to Section 3.2(b) will be
allocated to the Matching Accounts of Participants pro rata on the basis of all
401(k) Contributions made during the Plan Year.
	 
	 	(c)	 	Allocation of Profit Sharing Contributions. Profit
sharing contributions made pursuant to Section 3.2(c) will be allocated to a
Participant’s Employer Account on the basis that the Participant’s Compensation
bears to the total of all Participants’ Compensation.
	 
	 	(d)	 	Allocation of Qualified Nonelective Contributions. If
the Company elects to make a Qualified Nonelective Contribution for a Plan
Year, such contribution will be allocated either to all Participants or only to
Participants who are Nonhighly Compensated Employees, (i) in the ratio that the
Compensation of each such Participant for the Plan Year bears to the total
Compensation of all such Participants for the Plan Year, or (ii) using another
method of allocation permitted under Treasury Regulation Section
1.401(k)-2(a)(6). Qualified Nonelective Contributions shall be treated as
401(k) Contributions for all purposes under the Plan to the extent used to
satisfy the ADP test described in Schedule A.
	 
	 	(e)	 	Allocation of Qualified Matching Contributions. If the
Company elects to make a Qualified Matching Contribution for a Plan Year, such
contribution will be allocated either to all Participants or only to
Participants who are Nonhighly Compensated Employees, (i) in the ratio that
each Participant’s 401(k) Contributions under Section 3.1(a) for the Plan Year
bears to the total 401(k) Contributions under Section 3.1(a) of all
Participants for the Plan Year, or (ii) using another method of allocation
permitted under Treasury Regulation Section 1.401(m)-2(a)(6). Qualified
Nonelective Contributions shall be treated as 401(k) Contributions for all
purposes under the Plan to the extent used to satisfy the ADP test described in
Schedule A.
	 
	 	(f)	 	Allocation of Makeup Contribution. A contribution made
pursuant to Section 3.3 will be allocated in accordance with the Committee’s
direction





17









 











	 	 	 	to reinstate a former Participant’s Account or, as necessary, to
correct a mistake or omission.
	 
	 	(g)	 	Allocation of Rollover Contribution. A Rollover
Contribution made by a Participant will be allocated to the Participant’s
Rollover Account.





     4.3 Limitation on Annual Addition.




	 	(a)	 	Definitions. The following terms used in this section
shall have the following meanings:






	 	(i)	 	The term “Annual Additions” means the sum of
(1) the Employer contributions under the Plan (including elective
deferrals to a 401(k) plan) credited to a Participant for any
Limitation Year, (2) forfeitures credited to a Participant for any
Limitation Year, and (3) amounts described in §415(l)(1) and
§419A(d)(2) of the Code.
	 
	 	(ii)	 	The term “Dollar Limitation” means $30,000, as
adjusted pursuant to Code Section 415(d).






	 	(b)	 	Limitation on Maximum Annual Additions.






	 	(i)	 	Notwithstanding any provision of the Plan to
the contrary, the Annual Additions credited to a Participant’s Account
in any Limitation Year shall not exceed the lesser of the Dollar
Limitation in effect for the Limitation Year or twenty-five percent
(25%) of the Participant’s compensation as defined in Code Section
415(c)(3) for such Limitation Year.
	 
	 	 	 	Effective for Plan Years beginning on or after December 31, 1997, for
purposes of calculating the maximum annual addition to a
Participant’s account under Code Section 415, Compensation shall
include elective deferrals as defined in Code Section 402(g)(3) and
any amount which is not includible in gross income of a Participant
by reason of Code Sections 125 or 457. Effective for Plan Years
beginning on and after January 1, 2001, Compensation shall include
elective amounts that are not includible in gross income of a
Participant by reason of Code Section 132(f)(4).
	 
	 	(ii)	 	If as a result of a reasonable error in
estimating a Participant’s compensation, or under other circumstances
approved by the Commissioner of Internal Revenue, this limitation is
exceeded, the Administrator shall eliminate the excess amount in the
following order: (1) apply the provisions of any other plans to the
extent that such provisions would reduce the excess amount in the
Participant’s Account; or (2) distribute 401(k) Contributions and
forfeit any Matching Contributions or Discretionary Matching





18









 











	 	 	 	Contributions attributable thereto made for the year to the extent
that the distribution would reduce the excess amount in the
Participant’s Account.
	 
	 	(iii)	 	If unallocated portions are held in a suspense
account at the time of the complete termination of the Plan and such
unallocated portions may not be allocated as a result of the
limitations of this subsection, then such unallocated portions shall be
returned to the Employer.
	 
	 	(iv)	 	If 401(k) Contributions are returned to the
Participant under this subsection, then such returned amounts shall not
be included for purposes of the limitations of Code §402(g), the ADP
test and the ACP test.
	 
	 	(v)	 	The limitations of this subsection are intended
solely to satisfy the requirements of Code §415 and shall at no time
prevent the payment of any benefits not prohibited by the Code or
Treasury regulations issued thereunder.
	 
	 	(vi)	 	For purposes of this section, all defined
contribution plans maintained by Affiliates shall be treated as a
single plan whether or not such plans have been terminated.






	 	(c)	 	Limitation Where Participant Also Participates in Defined
Benefit Plan.






	 	(i)	 	Effective for Plan Years beginning before
January 1, 2000, if a Participant is a participant in one or more
defined benefit plans maintained by the Company, then for each
Limitation Year the sum of the defined benefit plan fraction and the
defined contribution plan fraction shall not exceed 1.0 for any Plan
Year.
	 
	 	(ii)	 	The defined benefit plan fraction for any
Limitation Year shall mean a fraction (i) the numerator of which is the
projected annual benefit of the Participant (the annual benefit to
which the Participant would be entitled on the assumption that he
continues employment until his Normal Retirement Date at his current
rate of compensation and other relevant factors used to determine the
annual benefit remain constant) under the defined benefit plan
determined as of the end of each Limitation Year, and (ii) the
denominator of which is the lesser of (a) 1.25 times the dollar
limitation in effect under Code §415(b)(1)(A) for such year, or (b) 1.4
times 100% of the Participant’s average Compensation for the high 3
years.
	 
	 	(iii)	 	The defined contribution plan fraction for any
Limitation Year shall mean a fraction (i) the numerator of which is the
sum of the Annual Additions to the Participant’s Account at the close
of the





19









 











	 	 	 	Limitation Year, and (ii) the denominator of which is the sum of
the lesser of the following amounts determined for such year and for
each prior year of service with the Employer, Affiliate or Predecessor
Company (regardless of whether a plan was in existence during those
years): (a) 1.25 times the dollar limitation in effect under Code
§415(c)(1)(A) for such year (determined without regard to Code
§415(c)(6), or (b) 1.4 times 25% of the Participant’s Compensation for
each year.
	 
	 	(iv)	 	If the sum of the defined benefit plan fraction
and defined contribution plan fraction exceeds 1.0, the benefits under
the defined benefit plan shall be reduced to the extent necessary for
the sum to equal 1.0.





     4.4 Vesting




	 	(a)	 	A Participant shall be vested in his Account under the Plan as
follows:






	 	(i)	 	401(k) Account — 100%
	 
	 	(ii)	 	Matching Account and Employer Account:





	 	 	 	 	 
	Years of Service	 	Vested Percentage
	1
	 	 	0	 
	2
	 	 	25	 
	3
	 	 	50	 
	4
	 	 	75	 
	5
	 	 	100	 







	 	(iii)	 	Rollover Account — 100%
	 
	 	(iv)	 	Nonelective Contribution Account — 100%






	 	(b)	 	Notwithstanding the foregoing, if a Participant dies, becomes Totally and
Permanently Disabled or attains age 65 while employed by a Company he or she shall
become 100% vested in his or her Account.
	 
	 	(c)	 	All Service with the Company counts for purposes of vesting under the Plan,
except that any Employee who terminates employment with fewer than two Years of Service
and is later reemployed shall lose those Years of Service for vesting purposes if the
reemployment occurs after such Employee incurs five consecutive One Year Periods of
Severance.





     4.5 Forfeitures. A Participant who terminates employment for any reason will forfeit his or her non-vested
Matching Account and/or Employer Account as of the earlier of the last day of the Plan Year in
which the Participant received a distribution of his or her entire vested Matching and/or Employer
Accounts, or the last day of the Plan Year in which the Participant incurred 5 consecutive One Year
Periods of Severance.



20









 





     A Participant who has no vested Matching and Employer Accounts will be deemed to have received
a distribution and forfeit his or her said Matching and Employer Accounts as of the last day of the
Plan Year in which he or she terminated employment.



     Forfeitures are allocated as a Discretionary Matching Contribution, except as provided in
Section 6.7.



21









 





ARTICLE 5



VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES




     5.1 Valuation of Fund. The Trustee shall value the Trust as of the last Valuation
Date of each Plan Year or such other period as the Trustee determines, and the Trustee shall report
the value of the net worth of the Trust to the Committee in writing upon the completion of the
valuation. In determining the net worth of the Trust, the Trustee shall value the assets at fair
market value as of such Valuation Date and shall deduct from the Trust expenses, charges, and fees
of the Trust unless such expenses, charges, and fees have been guaranteed or reimbursed by the
Company.



     5.2 Daily Valuation. Participants’ Accounts may be valued using a daily valuation
method of accounting. Under the daily valuation method of accounting, all amounts held in the
Trust are invested as a unit or in accordance with the provisions of certain other limited
investment options as allowed by the Committee and the Trustee. As of each Valuation Date, the
Trustee shall adjust each Investment Fund in the Participants’ Accounts (including a suspense
account and any other accounts maintained for daily valuation accounting purposes) in the following
manner (but not necessarily in the same order):




	 	(a)	 	Value at current fair market value the assets of the Trust.
	 
	 	(b)	 	Adjust the Participants’ Account Balances (including any
suspense accounts) for any gain or loss since the last Valuation Date.
	 
	 	(c)	 	Subtract all payments or distributions made from the
Participants’ Accounts since the preceding Valuation Date, including any
adjustments for fees and expenses of the trust charged to the Participants’
Account Balances.
	 
	 	(d)	 	Add the 401(k) Contributions, Matching Contribution, Qualified
Non-Matching and/or Nonelective Contributions or any other contributions made
to the Trust since the last Valuation Date to the appropriate accounts.
	 
	 	(e)	 	Debit or credit, as applicable, the Investment Funds in
accordance with a Participant’s change in investment election pursuant to
Article 9.





     Notwithstanding the foregoing, if the Plan holds an asset that cannot be valued readily on a
daily basis, the Committee and the Trustee may treat that asset separate and apart from the daily
valuation accounting and may value that asset at such time or times as deemed necessary, but at
least annually.



22









 





ARTICLE 6



PAYMENT OF BENEFITS




     6.1 Distribution of Benefits




	 	(a)	 	If a Participant separates from service or becomes Totally and
Permanently Disabled, the Participant’s vested Account Balance shall be payable
in accordance with this Article.
	 
	 	(b)	 	A Participant will be treated as having incurred a separation
from service and a distribution will be available under this Article in the
event of:






	 	(i)	 	the disposition of a corporation to an
unrelated corporation of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used in a trade or business if the
Participant continues employment with the corporation acquiring the
assets and the selling corporation continues to maintain the Plan after
the disposition; or
	 
	 	(ii)	 	the disposition by a corporation to an
unrelated entity or individual of such corporation’s interest in a
subsidiary (within the meaning of Code Section 409(d)(3)) if the
Participant continues employment with the subsidiary and the selling
corporation continues to maintain the Plan.
	 
	 	(iii)	 	A distribution is not available under this
subparagraph if the purchaser maintains the seller’s plan at any time
after the disposition. A distribution made under this paragraph may
not be made later than the end of the second year following the
calendar year in which the disposition occurred except in unusual
circumstances or in accordance with applicable regulations.





     6.2 Amount, Time and Method of Payment




	 	(a)	 	When a Participant’s vested Account Balance becomes payable, a
distribution of the vested Account Balance, valued as of the Valuation Date
preceding distribution, will be made to the Participant with the Participant’s
consent as soon as administratively practicable in accordance with this
Article.
	 
	 	(b)	 	If consent is required and the Participant does not consent to
a distribution, the Account Balance will remain invested under the Plan,
subject to the Participant’s right to direct the investment of the Account.
	 
	 	(c)	 	If a Participant receives a distribution, any contributions
credited to the Participant’s Account subsequent to such distribution shall
become distributable as of their allocation to the extent vested.




23









 






	 	(d)	 	Distribution of a Participant’s vested Account Balance shall
begin no later than sixty (60) days after the end of the Plan Year in which
occurs the later of:






	 	(i)	 	the Participant’s attainment of age 65,
	 
	 	(ii)	 	the tenth anniversary of the Participant’s
participation in the Plan, or
	 
	 	(iii)	 	the Participant’s termination of employment
with the Company.






	 	(e)	 	Method of Payment. When a Participant’s vested Account
is distributable, a Participant has the right to elect in writing, on a form
approved by and filed with the Committee, to have his or her vested Account
Balance distributed in a single lump sum payment.





     6.3 Small Benefit Payments Effective for distributions made on and after March 28,
2005, notwithstanding Section 6.2, if the Participant’s vested Account Balance is $1,000 or less,
the Committee will pay the Participant or the designated Beneficiary (if the benefit payable is a
death benefit) the value of the Account Balance in a lump sum payment as soon as administratively
practicable, without the consent of the Participant.



     If the Participant’s vested Account Balance is greater than $1,000 and equal to or less than
$5,000 and if the Participant does not elect to receive the distribution directly or have such
Account Balance paid as a direct rollover to an Eligible Retirement Plan specified by the
Participant, then the Committee will pay the distribution in a direct rollover to an individual
retirement account designated by the Committee.



     6.4 Minimum Distribution Rules




	 	(a)	 	General Rule. Effective January 1, 1997, a Participant
must begin receiving minimum required distributions from the Plan in accordance
with Code Section 401(a)(9) by April 1 of the calendar year following the
later of the calendar year in which such Participant attains age 701/2 or the
calendar year in which the Participant retires.
	 
	 	(b)	 	Special Rule Applicable to 5-Percent Owner. A
5-percent owner of a Company, as that term is defined in Code Section 416, is
required to begin receiving minimum required distributions under Code Section
401(a)(9) by April 1 of the calendar year following attainment of age 701/2
without regard to whether he or she has retired.
	 
	 	(c)	 	Special Rule for Participants Who Are Receiving Minimum
Required Distributions. If a Participant (other than a 5-percent owner) is
employed by a Company and began receiving a distribution required under Code
Section 401(a)(9) before it was amended by the Small Business Job
Protection Act of 1996, such Participant may elect to suspend





24









 











	 	 	 	distributions
from the Plan by written notice to the Committee until the time
distributions are required under the Plan.
	 
	 	(d)	 	Application of Code §401(a)(9) and the Incidental Death
Benefit Requirement. Distributions under this Section will be made in
accordance with the regulations under Code §401(a)(9), including
§1.401(a)(9)-2, notwithstanding any other provision of the Plan to the
contrary. Any distribution required under the incidental death benefit
requirements shall be treated as a distribution required under this Section
6.4.
	 
	 	(e)	 	Transition Rule. Notwithstanding Section 6.4(a), a
Participant who attains age 701/2 on or after January 1, 1996, but before
December 31, 1999, may elect to commence receiving the equivalent of his
minimum required distributions by April 1 of the calendar year following the
calendar year in which such Participant attains age 701/2, or to defer receipt of
all distributions under the Plan until he or she retires.





     6.5 Election of Direct Rollover. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee’s election, a Distributee may elect, at the time
and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.



     6.6 Definitions




	 	(a)	 	Eligible Rollover Distribution. An Eligible Rollover
Distribution is any distribution of all or any portion of the balance to the
credit of the Distributee, except that an Eligible Rollover Distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee’s designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Code Section 401(a)(9); the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities) and any hardship withdrawal distributed in accordance with Section
8.1.
	 
	 	(b)	 	Eligible Retirement Plan. An Eligible Retirement Plan
is an individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an annuity plan
described in Code Section 403(a), or a qualified trust described in Code
Section 401(a) that accepts the Distributee’s Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to the Surviving
Spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.




25









 












	 	(c)	 	Distributee. A Distributee includes an Employee or
former Employee. In addition, the Employee’s or former Employee’s Surviving
Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is
the alternate payee under a Qualified Domestic Relations Order are Distributees
with regard to the interest of the Spouse or former Spouse.
	 
	 	(d)	 	Direct Rollover. A Direct Rollover is a payment by the
Plan to the Eligible Retirement Plan specified by the Distributee.





     6.7 Qualified Domestic Relations Order Payments. A domestic relations order relating
to benefits under this Plan shall be reviewed by the Committee in accordance with the Committee’s
QDRO procedures. The Committee shall establish procedures for processing domestic relations orders
and determining the qualified status of any such order in accordance with IRS guidance, rulings or
regulations. If the order is a Qualified Domestic Relations Order received by this Plan, the
Committee will authorize payment to the alternate payee pursuant to the terms of the Qualified
Domestic Relations Order as soon as administratively practicable without regard to the time
distribution would be made with respect to the affected Participant.



     6.8 Reemployment. If a former Participant who received a lump sum distribution from
the Plan upon termination of employment is reemployed, such Participant shall have the right to
have the nonvested portion of his or her Account Balance that was forfeited restored upon repayment
to the Plan of the full amount of the distribution. To receive a restoration of the forfeited
amount, the repayment must be made before the Participant incurs five consecutive One Year Periods
of Severance.



     The restoration allocation will be in the amount of the forfeiture and will not be adjusted
for gains or losses which occurred after the forfeiture arose. The restoration of such forfeited
amount shall be made first from forfeitures arising under Section 4.5, then, if necessary, by an
additional Company contribution.



26









 





ARTICLE 7



DEATH BENEFITS




     7.1
Death Benefits. A Participant’s Account Balance is payable upon his or her death
prior to commencement of benefit payments to such Participant’s Surviving Spouse, unless the
Participant is either not married or has filed a Qualified Designation of Beneficiary (described in
Section 7.2). If a Participant is not married or has filed a Qualified Designation of Beneficiary,
his or her Account Balance is payable to the Participant’s designated Beneficiary.



     7.2
Designation of Beneficiary. If a Participant is not married, he or she may file a
designation of Beneficiary with the Committee. The designated Beneficiary shall be entitled to
receive any death benefit payable under the Plan in accordance with Section 7.1. If a Participant
is married at the time of his or her death, the Beneficiary of such deceased Participant will be
the Participant’s Surviving Spouse, unless the Participant has filed a Qualified Designation of
Beneficiary with the Committee. A “Qualified Designation of Beneficiary” means a form provided by
the Committee on which the Participant’s Spouse consents in writing to the designation of a
Beneficiary other than the Spouse. The written consent must be witnessed by a Notary Public. A
Spouse’s consent is irrevocable when given. A Qualified Designation of Beneficiary may be revoked
at any time by the Participant and a new Qualified Designation of Beneficiary filed with the
Committee. If the Surviving Spouse or designated Beneficiary predeceases the Participant and no
contingent beneficiary is named, or if there is no valid designation of Beneficiary executed by a
Participant, the death benefit payable under this section will be paid to the Participant’s estate.



       7.3 Time and Method of Payment




	 	(a)	 	Distributions that began before death. If the
Participant dies after distribution of his or her Account Balance has begun,
the remaining portion will continue to be distributed at least as rapidly as
under the method of distribution being used prior to the Participant’s death.
	 
	 	(b)	 	Distribution beginning after death. If the Participant
dies before distribution of his or her Account Balance has begun, distribution
of the Participant’s entire interest shall be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death,
except to the extent that an election is made to receive distributions in
accordance with (i) or (ii) below:






	 	(i)	 	if any portion of the Participant’s interest is
payable to a designated Beneficiary, distributions may be made over a
period certain not greater than the life expectancy of the designated
Beneficiary commencing on or before December 31 of the calendar year
immediately following the calendar year in which the Participant died;
	 
	 	(ii)	 	if the designated Beneficiary is the
Participant’s Surviving Spouse, the date distributions are required to
begin in accordance with (i) above shall not be earlier than the later
of (1) December 31 of the





27









 





	 	 	 	calendar year immediately following the
calendar year in which the Participant died, or (2) December 31 of the
calendar year in which the Participant would have attained age 701/2.






	 	 	 	If the Participant has not made an election pursuant to this Section 7.3(b)
by the time of his or her death, the Participant’s designated Beneficiary
must elect the method of distribution no later than the earlier of (1)
December 31 of the calendar year in which distributions would be required to
begin under this section, or (2) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the Participant. If
the designated Beneficiary does not elect a method of distribution,
distribution of the Participant’s entire interest will be paid in a lump sum
by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.
	 
	 	(c)	 	For purposes of Section 7.3(b) above, if the Surviving Spouse
dies after the Participant, but before payments to such Spouse begin, the
provisions of Section 7.3(b), with the exception of paragraph (ii) therein,
shall be applied as if the Surviving Spouse were the Participant.
	 
	 	(d)	 	Death benefit distributions shall be made in accordance with
Code Section 401(a)(9) and applicable IRS guidance, rulings and regulations.
	 
	 	(e)	 	Distributions shall be made in accordance with Section 6.3 if
the Participant’s Account Balance is $5,000 ($3,500 for distributions prior to
August 5, 1997) or less.










28









 











ARTICLE 8



IN-SERVICE WITHDRAWALS BY PARTICIPANTS




     8.1 Hardship Withdrawals from 401(k) Account. A Participant may request a
distribution of his or her 401(k) Contributions in the event of hardship. For the purposes of this
section, a distribution is made on account of hardship only if the distribution is made both on
account of an immediate and heavy financial need of the Participant and is necessary to satisfy the
financial need. This section is intended to comply with Internal Revenue Service regulation
§1.401(k)-1(d)(2) and will be interpreted and applied in accordance with that regulation.




	 	(a)	 	The following are the only financial needs considered immediate
and heavy:






	 	(i)	 	Expenses for medical care (described in Code
Section 213(d), determined without regard to whether the expenses
exceed 7.5% of adjusted gross income) previously incurred by the
Participant, the Participant’s Spouse, or any dependent of the
Participant (as defined in Code Section 152, without regard to Code
Sections 152(b)(1), (b)(2), and (d)(1)(B)) or amounts necessary for
these persons to obtain such medical care;
	 
	 	(ii)	 	Costs directly related to the purchase of a
principal residence for the Participant (excluding mortgage payments);
	 
	 	(iii)	 	Payment of tuition and related educational
fees for the next 12 months of post-secondary education for the
Participant, the Participant’s Spouse, children or dependents (as
defined in Code Section 152, without regard to paragraphs (b)(1),
(b)(2) and (d)(1)(B));
	 
	 	(iv)	 	Payments necessary to prevent the eviction of
the Participant from, or a foreclosure on the mortgage of, the
Participant’s principal residence;
	 
	 	(v)	 	Payments for funeral or burial expenses for the
Participant’s deceased parent, Spouse, child or dependent (as defined
in Code Section 152, without regard to paragraph (d)(1)(B));
	 
	 	(vi)	 	Expenses to repair damage to the Participant’s
principal residence that would qualify for a casualty loss deduction
under Code Section 165 (determined without regard to whether the loss
exceeds 10 percent of adjusted gross income); or
	 
	 	(vii)	 	Any other financial need considered immediate
and heavy under IRS regulations, rulings, notices or other documents of
general applicability.




29









 












	 	(b)	 	When a Participant takes a hardship distribution:






	 	(i)	 	He or she will be suspended from making
elective deferrals to any 401(k) plan maintained by the Company or an
Affiliate for twelve months following receipt of the hardship
distribution (for withdrawals made on or after January 1, 2002, the
suspension period shall be six months) ; and
	 
	 	(ii)	 	For the taxable year of the Participant
following the taxable year of the hardship distribution, the
Participant’s elective deferrals are limited to the applicable limit
under Code Section 402(g) reduced by the Participant’s elective
deferrals to any 401(k) plan maintained by the Company or an Affiliate
for the year the hardship distribution was taken.






	 	(c)	 	A distribution will be considered as necessary to satisfy an
immediate and heavy financial need of the Participant only if:






	 	(i)	 	The Participant has obtained all distributions,
other than hardship distributions, and all nontaxable loans currently
available under all plans maintained by the Company; and
	 
	 	(ii)	 	The distribution is not in excess of the amount
of the immediate and heavy financial need (including amounts necessary
to pay any federal, state or local income taxes or penalties reasonably
anticipated to result from the distribution).





     8.2 Withdrawal from Rollover Account. Upon written notice to the Committee, a
Participant may withdraw all or part of his or her Rollover Account.



     8.3 Withdrawals after Age 591/2. Upon written notice to the Committee, a Participant
who has attained age 591/2 may withdraw all or part of his or her Account.



     8.4 Limitations on Withdrawals.




	 	(a)	 	No distribution will be made under this Article which will
result in a distribution amount of less than $500 or the total amount available
for withdrawals, if less. This limitation is applicable to each type of
account and is not an aggregate limitation.
	 
	 	(b)	 	In the case of a partial withdrawal made by a Participant
having an interest in more than one Investment Fund, the amount withdrawn from
each Investment Fund shall be in the same proportion as the value of his
interest in each such Investment Fund immediately preceding such
withdrawal bears to the total value of the account from which the withdrawal
is made.




30









 











     8.5 Automated Withdrawals. The written notice for a withdrawal is not required in the
event a withdrawal is processed through an automated voice response unit or similar automated
method provided by the Plan’s recordkeeper in accordance with the recordkeeper’s procedures.



31









 





ARTICLE 9



INVESTMENT OF TRUST ASSETS — PARTICIPANT



DIRECTED INVESTMENTS




     9.1 Participant Directed Investments. Each Participant has the right to direct the
investment of his or her Account. A Participant’s investment direction is limited to the
Investment Funds selected by the Committee.



     A Participant’s investment direction shall be made in accordance with the procedures
established by the Committee and/or the Trustee governing the manner and method in which such
direction may occur. The Participant may change his or her investment selections and make
transfers among Investment Funds at such times as are permitted by the Trustee and the Committee in
accordance with the procedures and rules established by the Trustee and the Committee.



     Notwithstanding the foregoing, the Trust may have one or more assets which are not subject to
individual direction and, shall be invested in accordance with the Trustee’s directions. In this
event the Plan shall maintain appropriate records to determine each Participant’s undivided
interest in such asset or assets.



     Effective April 1, 2006, for a Participant who has not provided investment direction, the
Committee shall determine the default investment in which the Participant’s Account shall be
invested.



     9.2 Voting Rights. Voting rights with respect to stock or other securities in the
respective Investment Funds may be exercised by the Trustee or by such proxy as the Trustee may
elect.



     For purposes of exercising the Participant’s rights under this section, the Employer shall
notify each Participant of each annual or special meeting of the shareholders of the Employer and
of any other occasion for the exercise of voting or other rights by such shareholders in the same
manner as any other shareholder of the stock. The notification shall include a copy of any proxy
solicitation material and any other information which the Employer distributes to shareholders
regarding the exercise of voting or other rights, together with a form requesting instructions to
the Trustee as to how the Participant’s rights are to be exercised. The Employer shall tabulate
and certify to the Trustee the instructions received, and the Trustee shall vote or otherwise
exercise rights with respect to shares as instructed. In so doing, the Trustee shall accumulate
fractional share votes covered by such instruction for or against any proposed action and shall
disregard any remaining fractional share.



     All shares of Employer securities held in a Participant’s Account for which instructions shall
not have been timely received by the Trustee shall be voted by the Trustee in the same manner and
in the same proportions as are voted for shares of Employer securities for which instructions
shall have been so received.



32









 





ARTICLE 10



PLAN ADMINISTRATION




     10.1 Establishment of the Employee Benefits Committee. The general administration of
the Plan and the responsibility for carrying out its provisions shall be placed in the Employee
Benefits Committee. The Committee is the plan administrator (within the meaning of Section 3 of
the Act and Code Section 414(g)) with such authority, responsibilities and obligations as the Act
and the Code grant to and impose upon persons so designated. For purposes of the Act, the
Committee shall be a “named fiduciary” under the Plan. If no Committee is appointed by the Board
of Directors of the Employer, the Employer shall be the plan administrator and named fiduciary of
the Plan and shall have all the rights, duties and powers of the Committee set forth in this
Article.



     Any member of the Committee may resign by delivering a written resignation to the secretary of
the Committee. Such resignation shall be effective thirty (30) days after the date the notice is
received, or on an earlier date designated by majority vote of the Committee’s remaining members.



     No member of the Committee who is also an Employee receiving regular compensation as such
shall receive any compensation for his or her services as a member of the Committee. No bond or
other security shall be required of any member of the Committee in any jurisdiction. No member of
the Committee shall, in such capacity, act or participate in any action directly affecting his or
her own benefits under the Plan other than an action which affects the benefits of Participants
generally or groups of Participants.



     10.2 Powers of the Employee Benefits Committee. The powers of the Committee include,
but are not limited to, the following:




	 	(a)	 	establishing its own rules for governance and determining the
times and places for holding meetings of the Committee and the notice to be
given of such meetings;
	 
	 	(b)	 	employing such agents and assistants, such counsel (who may be
counsel to the Company), and such clerical, medical, accounting, actuarial and
investment services or advisers as the Committee may require in carrying out
the provisions of the Plan;
	 
	 	(c)	 	authorizing one or more of their number or any agent to make
any payment, or to execute or deliver any instrument, on behalf of the
Committee, except that all requisitions for funds from, and requests,
directions, notifications and instructions to the trustee of the Plan shall be
signed by at least two members of the Committee;
	 
	 	(d)	 	in its discretion, establishing one or more subcommittees as it
deems appropriate, and delegating any power or duty granted to the Committee to
any such subcommittee;




33









 












	 	(e)	 	appointing and removing the Trustee of the Plan pursuant to the
terms of the trust agreement;
	 
	 	(f)	 	receiving and reviewing reports from the Trustee of the Plan as
to the financial condition of the Trust, including its receipts and
disbursements;
	 
	 	(g)	 	executing and filing with the appropriate governmental agencies
such registration and other statements, forms, applications, notifications, and
other documents or information as the Committee may from time to time deem
necessary or appropriate in connection with the Plan;
	 
	 	(h)	 	amending the Plan to the extent it is authorized to do so by
the Board or the terms of the Plan; and
	 
	 	(i)	 	directing the Trustee, or appointing one or more investment
managers to direct the Trustee, subject to the conditions set forth in the
trust agreement and in this article, in all matters concerning the investment
of the Trust;





     10.3 Duties and Authority of the Employee Benefits Committee.




	 	(a)	 	The Committee shall have the general responsibility for
administering the Plan and carrying out its provisions. Subject to the
limitations of the Plan, the Committee from time to time shall establish rules
for the administration of the Plan and the transaction of its business and
shall promulgate such rules as may be necessary to effectuate the Plan’s
funding and investment policy. The Committee, in its sole discretion, shall
determine all matters of administration and Plan interpretation and the amounts
of and rights to benefits payable under the Plan. Provided however, to the
extent the Committee delegates its discretion to determine matters of
administration, interpretation and amounts of and rights to benefits payable
under the Plan to a subcommittee such subcommittee shall have the sole
discretion to make such determinations.
	 
	 	(b)	 	It shall be the duty of the Committee to notify the Trustee in
writing of the amount of any benefit which shall be due to any Participant and
in what form and when such benefit is to be paid.
	 
	 	(c)	 	The Committee may at any time or from time to time with respect
to the Plan require the Trustee, by a written direction to purchase one or more
annuities, in specific amounts, in the names of Participants, their Spouses,
their contingent annuitants, and/or their beneficiaries from an insurance
company designated by the Committee.
	 
	 	(d)	 	The responsibility for the formulation of the general
investment practices and policies of the Plan and its related Trust and for
effectuating such practices and policies is placed with the Committee.




34









 











     10.4 Actions by the Committee or a Subcommittee. The majority of the members of the
Committee, but no fewer than two, or a subcommittee established pursuant to Section 10.2(d) (a
“Subcommittee”) shall constitute a quorum for the transaction of business at any meeting.
Resolutions or other actions made or taken by the Committee or subcommittee shall require the
affirmative vote of a majority of the members of the Committee or subcommittee attending a meeting,
or by a majority of members in office by writing without a meeting.



     10.5 Indemnification. To the extent not contrary to the Act or applicable state law,
the Employer shall indemnify the Committee and its members and any other director, officer or
employee of a company who is designated to carry out any responsibilities under the Plan for any
liability, joint and/or several, arising out of or connected with their duties hereunder to the
fullest extent permitted by law except where the conduct of the individual constitutes gross
negligence or willful misconduct as determined in the sole discretion of the Employer.



     10.6 Benefit Application and Claims Procedure.




	 	(a)	 	A Participant or Beneficiary shall apply for benefits by filing
with the Committee a signed, written request specifically identifying the
benefits requested and describing all facts and circumstances entitling him or
her to payment. A written request is not required if distribution is processed
through an automated voice response unit or similar automated method provided
by the Plan’s recordkeeper in accordance with the recordkeeper’s procedures.
	 
	 	(b)	 	Within ninety days after receipt of such an application, the
Committee shall notify the applicant of its decision. If special circumstances
require an extension of time, the Committee shall notify the applicant of such
circumstances within ninety days after receipt of the application, and the
Committee shall thereafter notify the applicant of its decision within 180 days
after receipt of the application. If the application is denied in whole or in
part, the Committee’s notice of denial shall be in writing and shall state:






	 	(i)	 	the specific reasons for denial with specific
reference to pertinent Plan provisions upon which the denial is based;
	 
	 	(ii)	 	(a description of any additional materials or
information necessary for the applicant to perfect his or her claim and
an explanation of why the materials or information are necessary; and
	 
	 	(iii)	 	an explanation of the Plan’s claim review
procedure.






	 	(c)	 	During the sixty-day period following an applicant’s receipt of
a notice of denial of his or her application for benefits, the applicant or his
or her duly
authorized representative may review pertinent documents and within sixty
(60) days submit a written request to the Committee for an appeal of the
denial. An applicant requesting an appeal, or his or her duly authorized
representative, may submit issues and comments in writing to





35









 











	 	 	 	the Committee.
The Committee shall consider the merits of the applicant’s presentations,
the merits of any facts or evidence in support of the denial of benefits,
and such other facts and circumstances as the Committee shall deem relevant;
and shall render a decision as to the merit of the appeal and the claim.
Within sixty (60) days after receipt of the request for appeal, the
Committee shall issue a written decision to the applicant. If special
circumstances require an extension of time, the Committee shall issue a
written decision no later than 120 days after receipt of the request for
appeal. The Committee’s decision shall include specific reasons for the
decision, written in a manner calculated to be understood by the applicant,
and contain specific references to the pertinent Plan provisions upon which
the decision is based.
	 
	 	(d)	 	If the Committee fails to respond to the claim or appeal within
the times described above, the claim or appeal, whichever is applicable, is
deemed denied.





     10.7 Responsibilities of Named Fiduciaries Other than the Committee. The Trustee
shall have such responsibilities with respect to the operation of the Plan as are set forth in the
trust agreement. Any investment adviser which the Committee may employ shall have the
responsibility to direct the Trustee in investing and reinvesting the Trust (or that portion
thereof specified by the Committee in the instrument appointing such adviser) and to report the
book value and fair market value of each asset in the Trust (or such portion thereof) to the
Committee periodically, as such responsibilities may be more fully described in the trust
agreement.



     10.8 Allocation of Responsibilities. The description of the responsibilities and
powers of the Committee and the description of the responsibilities of the Trustee contained in the
foregoing provisions of this article shall constitute, for purposes of the Act, procedures for
allocating responsibilities operation and administration of the Plan among the named fiduciaries.



     10.9 Designation of Persons to Carry Out Responsibilities of Named Fiduciaries. The
Committee, the Trustee and any investment adviser which the Committee employs may, except as to
responsibilities involving management and control of assets held in the Trust, designate one or
more other persons to carry out any or all of their respective responsibilities under the Plan,
provided that such designation shall be made in writing, filed with the Plan’s records and made
available for inspection upon request by any Participant or Beneficiary under the Plan.



     10.10 Payment of Expenses. All expenses that shall arise in connection with the administration of a Plan and Trust,
including, but not limited to, the compensation of the Trustee and of any recordkeeper, accountant,
counsel, investment adviser, other expert or other person who shall be employed by the Committee in
connection with the administration thereof, shall be paid from the Trust, unless paid by the
Company; provided, however, that no person who is employed by the Company shall receive any
compensation from the Plan except for reimbursement of expenses properly and actually incurred.



36









 





ARTICLE 11



PLAN ADOPTION, AMENDMENT OR TERMINATION




     11.1 Amendment of Plan.




	 	(a)	 	The Employer reserves the right to terminate the Plan or to
modify, alter or amend the Plan from time to time as it may, in its sole and
complete discretion, deem advisable, including, but without limiting the
generality of the foregoing, any amendment deemed necessary to qualify or to
ensure the continued qualification of the Plan under the Code. The foregoing
right shall be exercised only by action of the Employer’s Board of Directors or
other entity authorized to act for the Employer or by action of an officer of
the Employer with later ratification by the Employer’s Board.
	 
	 	(b)	 	Notwithstanding Section 11.1(a), the Committee, by a written
instrument, duly executed by a majority of its members, may make, on behalf of
the Employer’s Board of Directors,






	 	(i)	 	any amendment that may be necessary or
desirable to ensure the continued qualification of the Plan and its
related Trust under the Code or which may be necessary to comply with
the requirements of the Act, or any regulations or interpretations
issued by the Department of Labor or the Internal Revenue Service with
respect to the requirements of the Act or the Code, and
	 
	 	(ii)	 	any amendment that is required by the
provisions of a collective bargaining agreement between a Company and
its employees.





     11.2
Merger. In the case of any merger or consolidation of a Plan with, or any
transfer of the assets or liabilities of a Plan to any other plan qualified under Code Section 401,
the terms of such merger, consolidation or transfer shall be such that each Participant in the Plan
would receive (in the event of termination of the Plan or its successor immediately thereafter) a
benefit which is no less than the benefit which such Participant would have received in the event
of termination of the Plan immediately before the merger, consolidation or transfer.



     11.3 Form of Amendments.Any amendment to the provisions of this instrument shall be
evidenced by separate amendment which is made a part of this Plan.



     11.4 Acceptance of Transferred Assets. In the event of a merger into this Plan of any
other plan qualified under Section 401(a) of the Code, the Trustee may accept amounts transferred
on behalf of a Participant from such other plan, provided that the Trustee is authorized to do so
by the Employer.



     11.5 Plan to Plan Transfers. Notwithstanding any other provisions of this Plan, in
the event a Company or a division of the Employer or of a Company ceases to participate under this
Plan (ex-Company) and establishes a successor to this Plan for its Participants and the Plan
Administrator directs a plan to plan transfer, the Trustee at the direction of the Plan
Administrator, shall transfer all Accounts to which Participants employed by the ex-Company are
entitled under this Plan to another plan forming a part of a pension, profit sharing or stock bonus
plan maintained by the ex-Company



37









 







and which meets the requirements of Code Section 401(a), provided
that the plan to which such transfers are made permits the transfer to be made. All transfers to
another qualified plan of an ex-Company shall be made in cash or in kind, as determined by the Plan
Administrator in its sole discretion. In accordance with procedures established by the Plan
Administrator, in the Plan Administrator’s sole discretion, during the time period when Investment
Funds are being liquidated to effectuate the plan to plan transfer, no investment direction changes
may be made. No such transfer shall decrease the accrued benefit of any Participant or otherwise
deprive a Participant of any rights that are protected by Section 411(d)(6) of the Code.



     11.6 Plan Termination or Partial Termination. Upon termination of the Plan,
Participants shall become fully vested in their Account Balances. Upon partial termination of the
Plan affected Participants shall become fully vested in their Account Balances. Upon the complete
or partial termination of the Plan, the Trustee shall, in accordance with written instructions of
the Employer, either (1) distribute to such Participants their Account Balances after payment of
any expenses properly changeable to such interests, provided such Account Balances are properly
distributable, (2) continue to hold and administer their Accounts in the Plan in accordance with
the terms of the Plan, or (3) transfer all or part of the funds to a new plan and trust. Provided
further, if the Plan does not provide for Employee Contributions, but only provides for
Discretionary Profit Sharing Contributions, then upon complete discontinuance of such Discretionary
Profit Sharing Contributions, Participants shall be fully vested in their Account Balances .



38









 






ARTICLE 12



TRUST FUND AND THE TRUSTEE




     12.1 Trust and Trustee. A Trust has been created and will be maintained for the
purpose of the Plan, and the corpus thereof will be invested in accordance with the terms of the
Plan and Trust. The Committee shall select a Trustee or Trustees to hold and invest the Trust in
accordance with the terms of a trust agreement or agreements and/or other contract(s). A Trustee
shall be an individual, a bank or trust company incorporated under the laws of the United States or
of any state and qualified to operate as a trustee or shall be a legal reserve life insurance
company. The Committee may, from time to time, change the Trustee(s) then serving under the trust
agreement and/or other contract to another Trustee(s), to elect to terminate the Trust and/or other
contract and hold the Plan assets in multiple trusts or in any other method acceptable under Act.



     12.2
Assets of the Trust. Any contributions made to the Plan shall be paid to the
Trustee(s) and held in a Trust or Trusts. The Trust(s) shall be held for the exclusive benefit of
the Plan’s Participants and their Beneficiaries and shall be used to pay benefits to such persons
and to pay administrative expenses of the Plan and Trust to the extent such administrative expenses
are not paid by the Company. Assets of the Trust(s) shall never revert or inure to the benefit of
the Company, except that contributions may be returned to the Company as provided in Sections 3.7
and 3.8.



39









 





ARTICLE 13



MISCELLANEOUS




     13.1 Limitation of Assignment. No benefit payable under the Plan to any person shall
be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or
encumbrance, and any attempt to anticipate, alienate, sell, transfer, assign, pledge or encumber a
benefit shall be void; and no such benefit shall in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to
attachment or legal process for, or against, such person, and the same shall not be recognized
under the Plan, except to such extent as may be required by law. Notwithstanding the above, this
section shall not apply to a Qualified Domestic Relations Order and benefits may be paid pursuant
to the provisions of such an order.



     13.2 Legally Incompetent Distributee. Whenever any benefit payable under the Plan is
to be paid to or for the benefit of any person who is then a minor or determined to be incompetent
by qualified medical advice, the Committee need not require the appointment of a guardian or
custodian, but is authorized, in its sole discretion, to cause the benefit (a) to be paid to the
person having custody of such minor or incompetent, without intervention of a guardian or
custodian, (b) to pay the benefit to a legal guardian or custodian of such minor or incompetent if
one has been appointed, or (c) to use the payment for the benefit of the minor or incompetent.



     13.3
Unclaimed Payments. If the Committee is unable, after reasonable and diligent
effort, to locate a Participant, Spouse, or Beneficiary who is entitled to payment under the Plan,
the payment due such person may be forfeited after three years. If such person later files a claim
for such benefit, and is determined by the Committee to have a legal right to the benefit, the
benefit shall be reinstated (without gain or earnings). Unless required by law, in no event shall
benefits be paid retroactively for the period during which such benefits were payable, but
unclaimed. Forfeitures arising under this Section 13.3 shall be used to offset Matching
Contributions.



     13.4
Notification of Addresses. As a condition of participation in this Plan,
Participants are required to provide a current address and other information requested for the
administration of the Plan. Each Participant and Beneficiary shall from time to time file with the
Committee in writing his or her address or any change of address. Any communication, statement, or
notice mailed to the last address filed with the Committee, or if no such address was filed with
the Committee, to the last address shown on the Company’s records, will be binding on the
Participant or Beneficiary for all purposes, and neither the Committee nor the Company shall be
obliged to search for or ascertain the whereabouts of any Participant or Beneficiary.



     13.5 Notice of Proceedings and Effect of Judgment. In any application, proceeding or action in any court, no Participant or other person
having any interest in the Plan shall be entitled to any notice or service of process except as
required by law. Any judgment or decree entered on account of such application, proceeding or
action shall be binding and conclusive upon all persons claiming under this Plan.



     13.6 Severability. If any provisions of a Plan are held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and it
shall be construed and enforced as if the illegal and invalid provisions were not included.



40









 





     13.7 Prohibition Against Reversion. At no time shall any part of the assets of the
Plan revert to a Company or be used for or diverted to purposes other than the exclusive benefit of
Participants or their Beneficiaries, subject, however, to the payment of all taxes and
administrative expenses and subject to the provisions of the Plan with respect to returns of
contributions and excess assets on plan termination.



     13.8 Limitation of Rights. Participation in the Plan shall not give any Employee any
right or claim except to the extent that such right is specifically fixed under the terms of the
Plan. The adoption of the Plan by a Company shall not be construed to give any Employee a right to
continue in the employ of a Company or to interfere with the right of a Company to terminate the
employment of the Employee at any time.



     13.9 Controlling Law. The laws of the State of Louisiana shall be the controlling
state law in all matters relating to the Plan and shall apply to the extent not preempted by the
laws of the United States of America.



     13.10 Errors in Payment. If any error shall result in the payment to a Participant
or other person of more or less than he/she would have received but for such error, the Committee
shall be authorized to correct such error and to adjust the payments to the extent possible in such
manner as the Committee determines or, in its discretion, seek restitution from the Participant,
former Participant or other person, provided, however, that the Committee need not seek restitution
if the Committee determines that doing so would not be cost effective or is otherwise contradicted.



     13.11 USERRA and Code Section 414(u) Compliance. Notwithstanding any provision of
this Plan to the contrary, effective December 12, 1994, contributions, benefits, service credit
and other rights under the Plan of a Participant with respect to qualified military service will be
provided in accordance with Code Section 414(u).



     13.12 Loans. The Company authorizes the Trustee to make loans to a Participant subject to the following
terms and conditions:




	 	(a)	 	Loans shall be made available to all Participants who are
current Employees on an equal basis upon completion of application forms
provided by the Committee and available from the applicable Human Resources
representative of the Company in accordance with the written procedure
established by the Committee and communicated to the Participants. Loans shall
be available on a nondiscriminatory basis upon completion of the application
form and are based on the Participant’s vested balances in his or her Account.
Loans shall not be made available to Participants who are Highly Compensated
Employees, officers, or shareholders in percentage amounts greater than the
percentage amounts of the values described in paragraph (b) below made
available to other Participants;
	 
	 	(b)	 	The principal amount of a loan to a Participant pursuant to
this Section may not exceed the lesser of (i) $50,000 (reduced by the highest
outstanding balance of loans during the twelve (12) month period ending




41









 












	 	 	 	on the
day before the date on which the loan was made), or (ii) fifty (50) percent of
the Participant’s vested Accounts Balance.
	 
	 	(c)	 	Loans shall be made at an interest rate equal to the prevailing
interest rate charged by institutions in the business of lending money.
	 
	 	(d)	 	Principal and interest on loans shall be repaid in equal
installments over a period not to exceed five (5) years according to
nondiscriminatory rules established by the Committee, provided, however, that
the principal and interest on a loan which is to be used to acquire a principal
residence of the Participant may be repaid in equal installments over a period
not to exceed ten (10) years.
	 
	 	(e)	 	The loan obligation of the Participant shall be evidenced by a
promissory note which shall contain the terms of repayment and such other terms
and provisions as may be necessary or advisable;
	 
	 	(f)	 	The obligation of the Participant shall be adequately secured,
as determined by the Committee and such security may include up to fifty (50)
percent of the vested balance of the Account maintained for the Participant in
the Plan.





     The Committee may prescribe such additional rules and procedures as it may deem appropriate,
including, without limitation, rules and procedures by which the making of loans to Participants or
to any class of Participants may be terminated, suspended, or restricted, if and to the extent
deemed by the Committee to be necessary or desirable in order to effect compliance with applicable
laws and regulations, pursuant to a Participant loan program which shall be established in writing
and which when properly executed is hereby incorporated by reference
and made a part of the Plan. The loan program may be amended by the Committee, without the
need to amend the Plan.



     13.13 Headings and Use of Words. Headings are for convenience in referencing only and
are not to be used in interpretation of the Plan. The use of a masculine term shall include the
feminine where applicable. Whenever the context of the Plan dictates, the plural shall be read as
the singular and the singular shall be read as the plural.



42









 





ARTICLE 14



TOP-HEAVY PROVISIONS




     14.1 Applicability of this Article. This Article shall apply for any Plan Year in
which the Plan is a Top-Heavy Plan within the meaning of Sections 14.2 and 14.4.



     14.2 Top-Heavy and Super Top-Heavy Determination.




	 	(a)	 	The Plan shall be a Top-Heavy Plan for a Plan Year if, as of
the Determination Date, the aggregate of the Account Balances under the Plan
for Key Employees exceeds 60 percent of the aggregate of the Account Balances
under the Plan for all Employees.
	 
	 	(b)	 	The Plan shall be a Super Top-Heavy Plan if, as of the
Determination Date, the aggregate of the Account Balances under the Plan for
Key Employees exceeds 90 percent of the aggregate of the Account Balances under
the Plan for all Employees.





     14.3 Computation of the Aggregate of the Account Balances




	 	(a)	 	The Account Balance of an Employee shall be the sum of (i) the
Account Balance as of the most recent Valuation Date occurring within a twelve
(12) month period ending on the Determination Date and (ii) the amount of any
contributions that would be allocated as of a date not later than the
Determination Date without regard to whether such amount is subject to a waiver
of the minimum funding standards or is in violation of such standards or
actually contributed or, in the case of a Plan not subject to the minimum
funding standards, the amount of any contributions actually made after the
Valuation Date, but before the Determination Date.
	 
	 	(b)	 	If an Employee is a Key Employee on a Determination Date, the
total amount of the Employee’s Account Balance is taken into account in
determining the aggregate of Account Balances (including amounts attributable
to service as a Non-Key Employee). If any individual is a Non-Key Employee
with respect to the Plan for a Plan Year, but such individual was a Key
Employee for any prior Plan Year, the Account Balance of such individual shall
not be taken into account.
	 
	 	(c)	 	If an Employee has not performed any service for the Company or
an Affiliate at any time during the five-year period ending on the
Determination Date, any accrued benefit and Account Balance of such Employee
shall not be taken into account.
	 
	 	(d)	 	Additional rules:






	 	(i)	 	In the case of an unrelated rollover, the plan
making the distribution counts it in determining top-heaviness, and the
plan receiving the distribution does not count it in determining
top-





43









 





	 		 	heaviness. An unrelated rollover is a rollover or plan-to-plan
transfer both initiated by the Employee and made from a plan maintained
by one company to a plan maintained by another company.
	 
	 	(ii)	 	In the case of a related rollover, the plan
making the distribution does not count the distribution in determining
top-heaviness and the plan receiving the distribution counts the
rollover in determining top-heaviness. A related rollover is a
rollover or a plan-to-plan transfer either not initiated by the
Employee or made to a plan maintained by the same company.
	 
	 	(iii)	 	For purposes of determining whether the
company is the same company, all companies aggregated under Code
Section 414(b), (c) or (m) are treated as the same company.






	 	(e)	 	Distributions (other than those described in (d) above) made
within the Plan Year that includes the Determination Date or within the four
preceding Plan Years are added to the aggregate of Account Balances.





     14.4 Required Aggregation of Plans.




	 	(a)	 	Each plan of a company required to be included in an
aggregation group shall be treated as a Top-Heavy Plan if the required
aggregation group is a top-heavy group. The required aggregation group
includes:






	 	(i)	 	each plan of the company (within the meaning of
Code Section 414(b), (c) and (m)) in which a Key Employee participates
in the Plan Year containing the Determination Date or any of the four
preceding Plan Years, and
	 
	 	(ii)	 	each other plan of the company which enables
any plan described in (i) above to meet the requirements of Code
Section 401(a)(4) or Code Section 410.






	 	(b)	 	A required aggregation group is a top-heavy group if, as of
each Plan’s Determination Date, the sum of (i) the present value of the
cumulative accrued benefits for Key Employees under all defined benefit plans
included in the group and (ii) the aggregate of the Account Balances of Key
Employees under all defined contribution plans included in the group exceeds 60
percent of a similar sum determined for all Employees. When aggregating plans,
the value of accrued benefits and Account Balances shall be calculated by
adding together the results of each plan as of the Determination Dates that
fall within the same calendar year. In
performing this computation the principles of Section 14.3 shall be applied.






44









 






	 	(c)	 	Each plan in the required aggregation group will be a Top-Heavy
Plan if the group is top-heavy. No plan in the required aggregation group will
be a Top-Heavy Plan if the group is not top-heavy.





     14.5 Permissive Aggregation of Plans. A permissive aggregation group consists of
plans of the Company that are required to be aggregated, plus one or more plans that are not part
of the required aggregation group, but that satisfy the requirements of Code Sections 401(a)(4) and
410 when considered as a group. In no event will permissively aggregated plans which are not part
of the required aggregation group be considered top-heavy. If, as a result of the permissive
aggregation of plans the entire group of plans is not top-heavy, then no plan in the permissive
aggregation group will be a Top-Heavy Plan. Plans may be permissively aggregated to avoid being
super top-heavy.



     14.6
Special Rules of Top-Heavy Plans and Super Top-Heavy Plans.




	 	(a)	 	If the Plan is a Top-Heavy Plan, then the following changes
shall be made to the Plan as otherwise written:






	 	(i)	 	The allocation of Company contributions and
forfeitures to the account of a Non-Key Employee for a Plan Year shall
equal at least three (3%) percent of Compensation. Notwithstanding the
foregoing, if the largest percentage of compensation provided for any
Key Employee is less than three (3%) percent, then the minimum
percentage of compensation that must be provided for a Non-Key Employee
for a Plan Year is the largest percentage of compensation provided for
any Key Employee. The preceding sentence does not apply if this Plan
is included in any required aggregation group and enables a defined
benefit plan included in such group to meet the requirements of Code
Section 401(a)(4) or Section 410. For purposes of determining the
largest percentage of compensation provided for any Key Employee,
amounts contributed as a result of a salary reduction agreement must be
included. All defined contribution plans of the Company and Affiliates
shall be treated as a single plan for purposes of determining the
defined contribution minimum. Neither amounts the Employee elects to
defer under any 401(k) plan maintained by the Company nor any Matching
Contributions made by the Company and Affiliates shall be treated as
Company contributions for purposes of determining minimum required
contributions.
	 
	 	 	 	The following Non-Key Employees shall receive the minimum allocation
provided under this subparagraph (i) for a particular Plan Year:






	 	(A)	 	Participants who are
otherwise eligible for an allocation under the Plan;




45









 












	 	(B)	 	Employees who are
Participants but who have not completed 1,000 Hours of
Service during the Plan Year;
	 
	 	(C)	 	Employees who would be
Participants but for the failure to make mandatory
contributions to the Plan; or
	 
	 	(D)	 	Employees who are
Participants but whose compensation is less than the amount
necessary to receive an allocation under the Plan: however,
	 
	 	(E)	 	Employees who are also
Participants in a defined benefit plan sponsored by the
Company shall receive the minimum benefit under the defined
benefit plan.






	 	(ii)	 	The compensation of a Participant taken into
account under the Plan shall not exceed the dollar amount specified in
Code Section 401(a)(17), subject to applicable cost of living
increases.






	 	(b)	 	For Plan Years beginning prior to January 1, 2000, if the Plan
is a Top-Heavy Plan then, in applying the limitations of Code Section 415, the
denominators of the defined benefit fraction and the defined contribution
fraction shall be determined by substituting 1.0 for 1.25 as the multiplier for
the Code Section 415 dollar limitation. If the Plan is not a Super Top-Heavy
Plan, this Section 14.6(b) shall not apply so long as the minimum benefits
required under Code Section 416 are satisfied.





     14.7 Special Definitions. For purposes of this article, the following definitions
shall apply:




	 	(a)	 	Determination Date. With respect to any Plan Year,
the last day of the preceding Plan Year. In the case of the first Plan Year of
the Plan, the Determination Date shall be the last day or such Plan Year.
	 
	 	(b)	 	Key Employee. Any Employee or former Employee who at
any time during the Plan Year containing the Determination Date or any of the
four preceding Plan Years, is or was






	 	(i)	 	An officer of the Company having an annual
compensation from the Company greater than 50% of the dollar limitation
in effect under Code Section 415(b)(1)(A) for any such Plan Year,
	 
	 	(ii)	 	One of the ten Employees having annual
compensation from the Company of more than the limitation in effect
under Code Section 415(c)(1)(A) and owning (or considered as owning
under Code Section 318) the largest interests in the Company,
	 
	 	(iii)	 	The owner of a five percent or more interest
in the Company, or




46









 






	 	(iv)	 	The owner of a one percent or more interest in
the Company who has annual compensation (as defined in Code Section
415(c)(3) but including amounts contributed by the Company pursuant to
a salary reduction agreement which are excludable from the Employee’s
gross income under Code 125, 132(f)(4), 402(a)(8), 402(h) or 403(b))
from the Company for a Plan Year of more than the dollar limit
specified in Code Section 401(a)(17).
	 
	 	 	 	For purposes of clause (i) the number of officers of the Company
considered to be Key Employees cannot exceed fifty and is further
limited to the greater of three or ten percent of all Employees
(including leased employees within the meaning of Code Section
414(n)). If a Company has more officers than the number required to
be counted as Key Employees, the officers to be taken into account
are the Employees who had the largest annual compensation for the
prior five Plan Year period. For purposes of clause (ii), if two
employees have the same interest in the Company, the Employee having
the greater annual compensation from the Company shall be treated as
having a larger interest. The Beneficiary of a Key Employee shall be
treated as a Key Employee for the applicable portion of the five-year
period, and the Beneficiary of a Non-Key Employee shall be treated as
a Non-Key Employee for the applicable portion of the five-year
period. For purposes of applying the foregoing limitations, the
aggregation rules of Code Section 414(b), (c) and (m) apply except
with respect to determining ownership. For purposes of determining
ownership under clauses (iii) and (iv), an Employee shall be
considered as owning an interest in the Company within the meaning of
Code Section 318.






	 	(c)	 	Non-Key Employee. Any Employee who is not a Key
Employee.




47









 











ARTICLE 15



GOOD FAITH EGTRRA PROVISIONS




     The provisions of this Article 15, incorporating model language provided in IRS Notice 2001-57
to implement good faith compliance with the requirements of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”) shall be effective for Plan Years beginning January 1, 2002
and thereafter.



     15.1
Limitations on Contributions. This section shall be effective for limitation
years beginning after December 31, 2001.




	 	(a)	 	Maximum annual addition. Except to the extent
permitted under Section 15.10 and section 414(v) of the Code, if applicable,
the annual addition that may be contributed or allocated to a Participant’s
account under the Plan for any limitation year shall not exceed the lesser of:






	 	(i)	 	$40,000, as adjusted for increases in the
cost-of-living under section 415(d) of the Code, or
	 
	 	(ii)	 	100 percent of the Participant’s compensation,
within the meaning of section 415(c)(3) of the Code, for the limitation
year.





     The compensation limit referred to in (b) shall not apply to any contributions for medical
benefits after separation from service (within the meaning of section 401(h) or section 419A(f)(2)
of the Code) which is otherwise treated as an annual addition.



     15.2 Increase in Compensation Limit. The annual compensation of each Participant
taken into account in determining allocations for any Plan Year beginning after December 31, 2001,
shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with section
401(a)(17)(B) of the Code. Annual compensation means Compensation during the Plan Year or such
other consecutive 12-month period over which Compensation is otherwise determined under the Plan
(the determination period). The cost-of-living adjustment in effect for a calendar year applies to
annual compensation for the determination period that begins with or within such calendar year.



     15.3
Modification of Top-Heavy Rules. This section shall apply for purposes of
determining whether the Plan is a top-heavy plan under section 416(g) of the Code for Plan Years
beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements
of section 416(c) of the Code for such years. This section amends Article 14 of the Plan.




	 	(a)	 	Determination of top-heavy status.






	 	(i)	 	Key Employee. 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 section 416(i)(1) of the Code for Plan




48









 












	 	 	 	Years beginning after December 31, 2002), a
5-percent owner of the Employer, or a 1-percent owner of the employer
having annual compensation of more than $150,000. For this purpose,
annual compensation means compensation within the meaning of section
415(c)(3) of the Code. The determination of who is a key Employee will
be made in accordance with section 416(i)(1) of the Code and the
applicable regulations and other guidance of general applicability
issued thereunder.
	 
	 	(ii)	 	Determination of present values and
amounts. This Section 15.3(a) shall apply for purposes of
determining the present values of accrued benefits and the amounts of
Account balances of Employees as of the determination date.
	 
	 	(iii)	 	Distributions during year ending on the
determination date. The present values of accrued benefits and the
amounts of Account balances of an Employee as of the determination date
shall be increased by the distributions made with respect to the
Employee under the Plan and any plan aggregated with the Plan under
Section 416(g)(2) of the Code during the 1-year period ending on the
determination date. The preceding sentence shall also apply to
distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under Section
416(g)(2)(A)(i) of the Code. In the case of a distribution made for a
reason other than separation from service, death, or disability, this
provision shall be applied by substituting “5-year period” for “1-year
period.”
	 
	 	(iv)	 	Employees not performing services during
year ending on the determination date. The accrued benefits and
Accounts of any individual who has not performed services for the
Employer during the 1-year period ending on the determination date
shall not be taken into account.






	 	(b)	 	Minimum benefits. Employer Matching Contributions
shall be taken into account for purposes of satisfying the minimum contribution
requirements of section 416(c)(2) of the Code and the Plan. The preceding
sentence shall apply with respect to Matching Contributions under the Plan or,
if the Plan provides that the minimum contribution requirement shall be met in
another plan, such other Plan. Employer Matching Contributions that are used
to satisfy the minimum contribution requirements shall be treated as Matching
Contributions for purposes of the actual contribution percentage test and other
requirements of section 401(m) of the Code.





     15.4 Direct Rollovers of Plan Distributions This Section 15.4 shall apply to
distributions made after December 31, 2001.



49









 






	 	(a)	 	Modification of definition of eligible retirement plan.
For purposes of the direct rollover provisions in Section 6.5, an eligible
retirement plan shall also mean 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 which agrees
to separately account for amounts transferred into such plan from this Plan.
The definition of eligible retirement plan shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relation order, as defined in
Section 414(p) of the Code.
	 
	 	(b)	 	Modification of definition of eligible rollover
distribution to exclude hardship distributions. For purposes of the direct
rollover provisions in Section 6.5, any amount that is distributed on account
of hardship shall not be an eligible rollover distribution and the distribute
may not elect to have any portion of such a distribution paid directly to an
eligible retirement plan.





     15.5 Rollovers from Other Plans. The Plan will accept Participant rollover
contributions and/or direct rollovers of distributions made after December 31, 2001, from (i) a
qualified plan described in section 401(a) or 403(a) of the Code, excluding after-tax employee
contributions; (ii) an annuity contract described in section 403(b) of the Code, excluding
after-tax employee contributions; (iii) 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; or (iv) 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 gross income.



     15.6 Rollovers Disregarded in Involuntary Cash-Outs. For purposes of Sections 6.3 and
7.3(e), the value of a Participant’s nonforfeitable account balance shall be determined without
regard to that portion of the account balance that is attributable to rollover contributions (and
earnings allocable thereto) within the meaning of sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the Participant’s nonforfeitable
account balance as so determined is $5,000 or less, the Plan shall immediately distribute the
Participant’s entire nonforfeitable account balance



     15.7 Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation section 1.401(m)-2 and section A.3 of Schedule A shall not apply for Plan Years
beginning after December 31, 2001.



     15.8 Elective Deferrals — Contribution Limitation. No Participant shall be permitted
to have elective deferrals made under this Plan, or any other qualified plan maintained by the
Employer during any taxable year, in excess of the
dollar limitation contained in Section 402(g) of the Code in effect for such taxable year,
except to the extent permitted under Section 15.10 and section 414(v) of the Code, if applicable.



50









 





     15.9 Maximum Salary Reduction Contributions. Except to the extent permitted under
Section 15.10 and section 414(v) of the Code, if applicable, the maximum salary reduction
contribution that can be made to this Plan is the amount determined under Section 408(p)(2)(A)(ii)
of the Code for the calendar year.



     15.10  Catch-Up Contributions. All employees who are eligible to make elective
deferrals under this Plan and who have attained age 50 before the close of the Plan Year shall be
eligible to make catch-up contributions in accordance with, and subject to the limitations of,
section 414(v) of the Code. Such catch-up contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of sections 402(g) and
415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the
Code, as applicable, by reason of the making of such catch-up contributions. Catch-up
Contributions shall apply to contributions after December 31, 2001.



     15.11 Suspension Period Following Hardship Distribution. A Participant who receives a
distribution of elective deferrals after December 31, 2001, on account of hardship shall be
prohibited from making elective deferrals and Employee contributions under this and all other plans
of the Employer for 6 months after receipt of the distribution. A Participant who receives a
distribution of elective deferrals in calendar year 2001 on account of hardship shall be prohibited
from making elective deferrals and employee contributions under this and all other plans of the
employer for 6 months after receipt of the distribution or until January 1, 2002, if later.



15.12 Distribution upon Severance from Employment 





	 	(a)	 	This Section 15.12 shall apply for distributions and severances
from employment occurring after December 31, 2001.
	 
	 	(b)	 	New distributable event. A Participant’s elective
deferrals, qualified nonelective contributions, qualified matching
contributions, and earnings attributable to these contributions shall be
distributed on account of the Participant’s severance from employment.
However, such a distribution shall be subject to the other provisions of the
Plan regarding distributions, other than provisions that require a separation
from service before such amounts may be distributed.




51









 











ARTICLE 16



MINIMUM DISTRIBUTION REQUIREMENTS




     Notwithstanding any other provisions in this Plan, effective January 1, 2003, unless provided
otherwise in this Article 16, the following changes are made by adopting the model minimum required
distribution amendment for defined contribution plans found in Revenue Procedure 2002-29.



     16.1 General Rules. The provisions of this article will apply for purposes of
determining required minimum distributions for calendar years beginning with the 2003 calendar
year.




	 	(a)	 	Precedence. The requirements of this article will take
precedence over any inconsistent provisions of the Plan.
	 
	 	(b)	 	Requirements of Treasury Regulations Incorporated. All
distributions required under this article will be determined and made in
accordance with the Treasury regulations under section 401(a)(9) of the
Internal Revenue Code.
	 
	 	(c)	 	TEFRA Section 242(b)(2) Elections. Notwithstanding the other
provisions of this Article 16, 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.





16.2 Time and Manner of Distribution





	 	(a)	 	Required Beginning Date. The Participant’s entire
interest will be distributed, or begin to be distributed, to the Participant no
later than the Participant’s required beginning date.
	 
	 	(b)	 	Death of Participant Before Distributions Begin. If
the Participant dies before distributions begin, the Participant’s entire
interest will be distributed, or begin to be distributed, no later than as
follows:






	 	(i)	 	If the Participant’s surviving spouse is the
Participant’s sole designated beneficiary, then distributions to the
surviving spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died,
or by December 31 of the calendar year in which the Participant would
have attained age 701/2, if later.
	 
	 	(ii)	 	If the Participant’s surviving spouse is not
the Participant’s sole designated beneficiary, then distributions to
the designated beneficiary will begin by December 31 of the calendar
year
immediately following the calendar year in which the Participant
died.




52









 






	 	(iii)	 	If there is no designated beneficiary as of
September 30 of the year following the year of the Participant’s death,
the Participant’s entire interest will be distributed by December 31 of
the calendar year containing the fifth anniversary of the Participant’s
death.
	 
	 	(iv)	 	If the Participant’s surviving spouse is the
Participant’s sole designated beneficiary and the surviving spouse dies
after the Participant but before distributions to the surviving spouse
begin, this Section 16.2(b), other than section 16.2(b)(i), will apply
as if the surviving spouse were the Participant.






	 	 	 	For purposes of this Section 16.2(b) and Section 16.4, unless Section
16.2(b)(iv) applies, distributions are considered to begin on the
Participant’s required beginning date. If Section 16.2(b)(iv) applies,
distributions are considered to begin on the date distributions are required
to begin to the surviving spouse under Section 16.2(b)(i). If distributions
under an annuity purchased from an insurance company irrevocably commence to
the Participant before the Participant’s required beginning date (or to the
Participant’s surviving spouse before the date distributions are required to
begin to the surviving spouse under Section 16.2(b)(i)), the date
distributions are considered to begin is the date distributions actually
commence.
	 
	 	(c)	 	Forms of Distribution. Unless the Participant’s
interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the required beginning date, as of the
first distribution calendar year distributions will be made in accordance with
Sections 16.3 and 16.4. If the Participant’s interest is distributed in the
form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of section
401(a)(9) of the Code and the Treasury regulations.





     16.3 Required Minimum Distributions During Participant’s Lifetime




	 	(a)	 	Amount of Required Minimum Distribution For Each
Distribution Calendar Year. During the Participant’s lifetime, the minimum
amount that will be distributed for each distribution calendar year is the
lesser of:






	 	(i)	 	the quotient obtained by dividing the
Participant’s account balance by the distribution period in the Uniform
Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant’s age as of the Participant’s
birthday in the distribution calendar year; or
	 
	 	(ii)	 	if the Participant’s sole designated
beneficiary for the distribution calendar year is the Participant’s
spouse, the quotient obtained by dividing the Participant’s account
balance by the number in the Joint and Last Survivor Table set forth in
section 1.401(a)(9)-9 of




53









 











the Treasury regulations, using the
Participant’s and spouse’s attained ages as of the Participant’s and
spouse’s birthdays in the distribution calendar year.




	 	(b)	 	Lifetime Required Minimum Distributions Continue Through
Year of Participant’s Death. Required minimum distributions will be
determined under this Section 16.3 beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participant’s date of death.





     16.4 Required Minimum Distributions After Participant’s Death




	 	(a)	 	Death On or After Date Distributions Begin 






	 	(i)	 	Participant Survived by Designated
Beneficiary. If the Participant 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 Participant’s death is the quotient obtained by
dividing the Participant’s account balance by the longer of the
remaining life expectancy of the Participant or the remaining life
expectancy of the Participant’s designated beneficiary, determined as
follows:






	 	(A)	 	The Participant’s
remaining life expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each
subsequent year.
	 
	 	(B)	 	If the Participant’s
surviving spouse is the Participant’s sole designated
beneficiary, the remaining life expectancy of the surviving
spouse is calculated for each distribution calendar year
after the year of the Participant’s death using the
surviving spouse’s age as of the spouse’s birthday in that
year. For distribution calendar years after the year of the
surviving spouse’s death, the remaining life expectancy of
the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar
year of the spouse’s death, reduced by one for each
subsequent calendar year.
	 
	 	(C)	 	If the Participant’s
surviving spouse is not the Participant’s sole designated
beneficiary, the designated beneficiary’s remaining life
expectancy is calculated using the age of the beneficiary in
the year following the year of the
Participant’s death, reduced by one for each subsequent year.






	 	(ii)	 	No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is
no designated beneficiary as 




54









 






	 	 	 	of September 30 of the year after the year
of the Participant’s death, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s account
balance by the Participant’s remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for
each subsequent year.






	 	(b)	 	Death Before Date Distributions Begin






	 	(i)	 	Participant Survived by Designated
Beneficiary. If the Participant 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 Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the remaining life expectancy of the
Participant’s designated beneficiary, determined as provided in section
16.4(a).
	 
	 	(ii)	 	No Designated Beneficiary. If the
Participant dies before the date distributions begin and there is no
designated beneficiary as of September 30 of the year following the
year of the Participant’s death, distribution of the Participant’s
entire interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.
	 
	 	(iii)	 	Death of Surviving Spouse Before
Distributions to Surviving Spouse Are Required to Begin. If the
Participant dies before the date distributions begin, the Participant’s
surviving spouse is the Participant’s sole designated beneficiary, and
the surviving spouse dies before distributions are required to begin to
the surviving spouse under section 16.2(b)(i), this section 16.5 will
apply as if the surviving spouse were the Participant.





     16.5 Definitions




	 	(a)	 	Designated beneficiary. The individual who is
designated as the beneficiary under Section 7.2 of the Plan and is the
designated beneficiary under section 401(a)(9) of the Internal Revenue Code and
section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
	 
	 	(b)	 	Distribution calendar year. A calendar year for which
a minimum distribution is required. For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Participant’s
required beginning date. For distributions beginning after the
Participant’s death, the first distribution calendar year is the calendar
year in which distributions are required to begin under section 16.2(b).
The required minimum distribution for the Participant’s first distribution





55









 











	 	 	 	calendar year will be made on or before the Participant’s required beginning
date. The required minimum distribution for other distribution calendar
years, including the required minimum distribution for the distribution
calendar year in which the Participant’s required beginning date occurs,
will be made on or before December 31 of that distribution calendar year.
	 
	 	(c)	 	Life expectancy. Life expectancy as computed by use of
the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.
	 
	 	(d)	 	Participant’s account balance. The account balance as
of the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount of
any contributions 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.
	 
	 	(e)	 	Required beginning date. The date specified in Section
6.5(a).
	 
	 	(f)	 	Election to Apply 5-Year Rule to Distributions to
Designated Beneficiaries. If the Participant 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 16.2(b),
but the Participant’s entire interest will be distributed to the designated
Beneficiary by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death. If the Participant’s surviving spouse
is the Participant’s sole designated Beneficiary and the surviving spouse dies
after the Participant but before distributions to either the Participant or the
surviving spouse begin, this election will apply as if the surviving spouse
were the Participant. This Section 16.7 will apply to all distributions.





     IN WITNESS WHEREOF, the Petroleum Helicopters, Inc. 401(k) Retirement Plan is adopted this
                    
day of                           , 200___.




56









 








SCHEDULE A



401(k) PLAN NONDISCRIMINATION TESTING




A.1. ADP Test




     (a) Limitations on 401(k) Contributions — Qualification Requirements.




	 	(i)	 	At least as frequently as annually, the Committee shall
determine the Actual Deferral Percentage (ADP) of 401(k) Contributions made to
the Plan during the Plan Year. 401(k) Contributions must meet the ADP test of
Code Section 401(k)(3). For Plan Years beginning on or after January 1, 2000,
the ADP for the current Plan Year for Participants who are Highly Compensated
Employees must satisfy one of the following tests:






	 	(A)	 	The Plan Year’s ADP for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Year’s ADP for Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 1.25; or
	 
	 	(B)	 	The Plan Year’s ADP for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Year’s ADP for Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by two (2.0), provided the
ADP for Participants who are Highly Compensated Employees for the Plan
Year does not exceed the ADP for Participants who were Nonhighly
Compensated Employees for the prior Plan Year by more than two (2)
percentage points.






	 	(ii)	 	Current Year Testing
	 
	 	 	 	If elected by the Committee, the ADP tests in (A) and (B) above will be
applied by comparing the current Plan Year’s ADP for Participants who are
Highly Compensated Employees for each Plan Year with the current Plan Year’s
ADP for Participants who are Nonhighly Compensated Employees. Once made,
the Employer can elect prior year testing for a Plan Year only if the Plan
has used current year testing for each of the preceding 5 Plan Years or if,
as a result of a merger or acquisition described in Code Section
410(b)(6)(C)(i), the Employer maintains both a plan using prior year testing
and a plan using current year testing and the change is made within the
transition period described in Code Section 410(b)(6)(C)(ii).
	 
	 	(iii)	 	Actual Deferral Percentage (ADP) means, for a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (1) the amount of
401(k) Contributions (other than Catch-Up Contributions) actually paid to the





 









 










Trust on behalf of such Participant, to (2) the Participant’s compensation
for such Plan Year (whether or not the Employee was a Participant for the
entire Plan Year).



401(k) Contributions made on behalf of any Participant shall include any
401(k) Contributions (other than Catch-Up Contributions) made pursuant to
the Participant’s deferral election (including Excess 401(k) Deferrals of
Highly Compensated Employees) and, at the election of the Committee, any
applicable Qualified Matching or Qualified Nonelective Contributions made by
the Company for the Plan Year, but excluding any 401(k) Contributions that
are taken into account in the Average Contribution Percentage test (provided
the ADP test is satisfied both with and without exclusion of such 401(k)
Contributions) and disregarding any 401(k) Contributions returned as an
excess annual addition pursuant to Regulation Section 1.415-6(b)(6)(iv).
For purposes of computing Actual Deferral Percentages, an Employee who would
be a Participant but for the failure to make 401(k) Contributions shall be
treated as a Participant on whose behalf no 401(k) Contributions are made.




	 	(b)	 	Additional Rules.






	 	(i)	 	The ADP for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have 401(k) Contributions
(and Qualified Non-Elective Contributions or Qualified Matching Contributions,
or both, if treated as 401(k) Contributions for purposes of the ADP test)
allocated to his or her accounts under two or more arrangements described in
Code Section 401(k) that are maintained by the Company or an Affiliate, shall
be determined as if such 401(k) Contributions were made under a single
arrangement. If a Highly Compensated Employee participates in two or more cash
or deferred arrangements that have different Plan Years, all 401(k)
Contributions made during the Plan Year under all such arrangements shall be
aggregated.
	 
	 	(ii)	 	In the event that this Plan satisfies the requirements of Code
Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the Code only if aggregated with this Plan, then this section shall be
applied by determining the ADP of Employees as if all such plans were a single
plan. If more than 10 percent of the Employer’s Nonhighly Compensated
Employees are involved in a plan coverage change as defined in Regulations
1.401(k)-2(c)(4), then any adjustments to the Nonhighly Compensated Employees’
ADP for the prior Plan Year will be made in accordance with such Regulations
unless the Employer has elected to use the current year testing method. Plans
may be aggregated in order to satisfy Code Section 401(k) only if they have the
same Plan Year and use the same ADP testing method.
	 
	 	(iii)	 	For purposes of the ADP test, 401(k) Contributions, Qualified
Matching and/or Qualified Nonelective Contributions (to the extent included in
the




A-2









 












	 	 	 	ADP test) and any other elective deferrals must be made before the last day
of the twelve month period immediately following the Plan Year to which
contributions relate.
	 
	 	(iv)	 	For purposes of this section, compensation means compensation
as defined in Code Section 415(c)(3). The preceding notwithstanding,
compensation shall include any amount contributed by a Company on behalf of a
Participant pursuant to a salary reduction agreement which is not includible in
the gross income of the Participant under Code Sections 125, 132(f)(4), 401(k),
402(e)(3) or 402(h).
	 
	 	(v)	 	Notwithstanding any other provision contained in Schedule A,
testing shall be performed consistently with the regulations, rulings and
guidance under Code Section 401(k), and the Plan hereby incorporates by
reference all options relating to testing not specifically described in this
document with the intent to have flexibility in satisfying the ADP test.
	 
	 	(vi)	 	The Committee shall maintain records sufficient to demonstrate
satisfaction of the ADP test.
	 
	 	(vii)	 	The determination and treatment of the ADP amounts of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
	 
	 	(viii)	 	A Participant is a Highly Compensated Employee for a particular Plan Year if
he or she meets the definition of a Highly Compensated Employee in effect for
that Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee
for a particular Plan Year if he or she does not meet the definition of a
Highly Compensated Employee in effect for that Plan Year.






	(c)	 	Excess Contributions. With respect to any Plan Year, Excess
Contributions are the excess of:






	 	(i)	 	The aggregate amount of contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan
Year, over
	 
	 	(ii)	 	The maximum amount of such contributions permitted by the ADP
test for the Highly Compensated Employees, calculated in the following manner:






	 	(1)	 	The 401(k) Contributions are hypothetically
reduced for the HCEs with the highest actual deferral ratio (“ADR”)
determined in accordance with applicable regulations to permit such
HCEs’ percentages to equal the greater of the highest ADR allowed by
the ADP test or the ADR of the HCE (or HCEs) with the next highest ADR.
If a lesser reduction is required to satisfy the ADP test, only the
lesser reduction is considered.




A-3









 












	 	(2)	 	Step (1) is repeated until the ADP test is
satisfied.
	 
	 	(3)	 	The total amount of Excess Contribution is the
sum of the hypothetical contribution reduction for each HCE.






	 	 	Excess Contributions shall be treated as Annual Additions under the Plan.
	 
	(d)	 	Allocation of Excess Contributions. The dollar amount of the Excess
Contribution determined in subsection (c) is distributed to the HCEs using the “dollar
leveling method,” as follows:






	 	(i)	 	The elective contribution of the HCE with the highest dollar
amount of elective contributions is reduced by the amount that will cause that
HCE’s elective contributions to equal the dollar amount of the elective
contributions of the HCE with the next highest dollar amount of elective
contributions.
	 
	 	(ii)	 	The amount determined in Step (i) is then distributable to the
HCE with the highest dollar amount of elective contributions.
	 
	 	(iii)	 	If a lesser reduction, when added to the total dollar amount
already distributable under these steps, would equal the total Excess
Contribution, the lesser reduction amount is distributable.
	 
	 	(iv)	 	If the total amount distributable is less than the total amount
of Excess Contributions, the preceding steps are repeated until the total
amount of excess contributions has been apportioned.
	 
	 	(v)	 	If the distributions equal to the total amount distributable to
HCEs under the dollar leveling method, adjusted in accordance with subsection
(e), are made, the ADP is treated as meeting the nondiscrimination test of Code
Section 401(k)(3), regardless of whether the ADP, if recalculated after
distributions, would satisfy Code Section 401(k)(3).






	(e)	 	Distribution of Excess Contributions. Notwithstanding any other
provision of this Plan, Excess Contributions apportioned to a Highly Compensated
Employee, plus any income and minus any loss allocable thereto, must be distributed
from such Participant’s 401(k) Account no later than the last day of the Plan Year next
following the Plan Year in which the Excess Contribution arose, in accordance with IRS
guidance, rulings and regulations. To the extent a Highly Compensated Employee has not
reached his or her Catch-Up Contribution limit under the Plan, Excess Contributions
allocated to such Highly Compensated Employee are treated as Catch-Up Contributions and
will not be treated as Excess Contributions. If such Excess Contributions (other than
Catch-Up Contributions) are distributed more than 2 1/2 months after the last day of
the Plan Year in which such Excess Contributions arose, a ten (10%) percent excise tax
will be imposed on the Company with respect to such amounts.




A-4









 












	(i)	 	Determination of Income or Loss Allocable to Excess
Contributions. Excess Contributions shall be adjusted for any income or
loss allocable to such Excess Contributions up to the date of distribution.
The income or loss allocable to a Participant’s Excess Contributions shall be
determined using any of the methods set forth below:






	 	(A)	 	Reasonable Method of Allocating Income.
The Committee may use any reasonable method for computing the income
allocable to Excess Contributions, provided that the method does not
violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for
the Plan Year, and is used by the Plan for allocating income to
Participant’s Accounts. A Plan will not fail to use a reasonable
method for computing the income allocable to Excess Contributions
merely because the income allocable to Excess Contributions is
determined on a date that is no more than seven (7) days before the
distribution.
	 
	 	(B)	 	Alternative Method of Allocating
Income. The Committee may allocate income to Excess Contributions
for the Plan Year by multiplying the income for the Plan Year allocable
to the 401(k) Contributions and other amounts taken into account under
the ADP test (including contributions made for the Plan Year), by a
fraction, the numerator of which is the Excess Contributions for the
Participant for the Plan Year, and the denominator of which is the sum
of (1) the Account Balance attributable to 401(k) Contributions and
other amounts taken into account under the ADP test as of the
beginning of the Plan Year; and (2) any additional amount of such
contributions made for the Plan Year.
	 
	 	(C)	 	Safe Harbor Method of Allocating Gap Period
Income. The Committee may use the safe harbor method in this
paragraph to determine income on Excess Contributions for the gap
period. Under this safe harbor method, income on Excess Contributions
for the gap period is equal to ten percent (10%) of the income
allocable to Excess Contributions for the Plan Year that would be
determined under paragraph (B) above, multiplied by the number of
calendar months that have elapsed since the end of the Plan Year. For
purposes of calculating the number of calendar months that have elapsed
under the safe harbor method, a corrective distribution that is made on
or before the fifteenth day of a month is treated as made on the last
day of the preceding month and a distribution made after the fifteenth
day of a month is treated as made on the last day of the month.
	 
	 	(D)	 	Alternative method for Allocating Plan Year
and Gap Period Income. The Committee may determine the income for
the aggregate of the Plan Year and the gap period, by applying the










A-5









 











alternative method provided by paragraph (B) above to the aggregate
period. This is accomplished by (1) substituting the income for the
Plan Year and the gap period, for the income for the Plan Year, and
(2) substituting the amounts taken into account under the ADP test
for the Plan Year and the gap period, for the amounts taken into
account under the ADP test for the Plan Year in determining the
fraction that is multiplied by that income.




     For purposes of this subsection, the gap period means the period
between the end of the Plan Year to a date determined by the Plan
Administrator, which date shall not be more than seven days prior to the
date of distribution.




	 	(ii)	 	Suspension or Reduction of Contributions. If, prior to
the end of a Plan Year, the Committee determines that a Highly Compensated
Employee is likely to have Excess Contributions for the Plan Year because of
the election made under Section 3.1, the Committee may authorize a suspension
or reduction of 401(k) Contributions for such affected Participant as the
Committee may determine. Provided further, if prior to the end of a Plan Year,
the Committee determines that under the provisions of this Section, a
Participant is likely to have Excess Contributions for the next Plan Year
because of the election made under Section 3.1, the Committee shall communicate
in writing to affected Participants, a prospective limitation on the percentage
of Compensation which such Participant may elect to contribute, which
limitation may be prospectively changed at any time by resolution.






	 	(iii)	 	Testing. The ADP test shall be performed in
accordance with the Code and applicable IRS guidance, rulings and regulations.
	 
	 	(iv)	 	Attributable Matching Contributions. If Excess
Contributions are distributed to a Participant, no Matching Contributions will
be made with respect to the Excess Contributions. If Matching Contributions
have already been allocated based on such Excess Contributions, the Matching
Contributions attributable to the Excess Contributions shall be forfeited upon
distribution of the Excess Contributions.





A.2. ACP Test





	 	(a)	 	Limitations on Matching Contributions.






	 	(i)	 	Actual Contribution Percentage (ACP) Test. Matching
Contributions made under the Plan must meet the Actual Contribution Percentage
(ACP) test of Code Section 401(m). For Plan Years beginning on or after
January 1, 2000, the ACP for the current Plan Year for eligible Participants
who are Highly Compensated Employees for the Plan Year must satisfy one of the
following tests:




A-6









 












	 	(A)	 	The ACP for eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Year’s ACP for Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 1.25; or
	 
	 	(B)	 	The ACP for Participants who are Highly
Compensated Employees for the Plan Year shall not exceed the prior Plan
Year’s ACP for Participants who were Nonhighly Compensated Employees
for the prior Plan Year multiplied by two (2), provided that the ACP
for Participants who are Highly Compensated Employees for the Plan Year
does not exceed the prior Plan Year’s ACP for Participants who were
Nonhighly Compensated Employees for the prior Plan Year by more than
two (2) percentage points.






	(ii)	 	Current Year Testing
	 
	 	 	If elected by the Committee, the ACP tests in (A) and (B) above will be
applied by comparing the current Plan Year’s ACP for Participants who are
Highly Compensated Employees for each Plan Year with the current Plan Year’s
ACP for Participants who are Nonhighly Compensated Employees. The Employer
can elect prior year testing for a Plan Year only if the Plan has used
current year testing for each of the preceding 5 Plan Years or if, as a
result of a merger or acquisition described in Code Section 410(b)(6)(C)(i),
the Employer maintains both a plan using prior year testing and a plan using
current year testing and the change is made within the transition period
described in Code Section 410(b)(6)(C)(ii).
	 
	(iii)	 	Actual Contribution Percentage (ACP) means, for a
specified group of eligible Participants for a Plan Year, the average of the
ratios (calculated separately for each Participant in such group) of (1) the
sum of the Participant’s Matching Contributions and any Qualified Matching or
Qualified Nonelective Contributions to be used in the ACP test made on behalf
of such Participant for the applicable Plan Year (and disregarding any
contributions returned as an excess annual addition pursuant to Regulation
Section 1.415-6(b)(6)(iv)), to (2) the Participant’s compensation for such Plan
Year (whether or not the Employee was a Participant for the entire Plan Year).
	 
	 	 	For purposes of this section, an eligible Participant shall mean any
Employee of the Company who is otherwise authorized under the terms of the
Plan to have 401(k) Contributions or Matching Contributions allocated to his
or her Account for the Plan Year (or prior Plan Year, as applicable). If
401(k) Contributions are required to receive a Matching Contribution, any
Employee who would be an eligible Participant if such Employee had made a
401(k) Contribution shall be treated as an eligible Participant.





A-7









 





Under regulations, the Committee also may elect to use 401(k) Contributions
in the ACP test so long as the ADP test is met before the 401(k)
Contributions are used in the ACP test and continues to be met following the
exclusion of those 401(k) Contributions that are used to meet the ACP test.




	(b)	 	Additional Rules






	 	(i)	 	The ACP for any Participant who is a Highly Compensated
Employee and who is eligible to have Matching Contributions and 401(k)
Contributions, if applicable, allocated to his or her account under two or more
plans described in Code Section 401(a) or arrangements described in Code
Section 401(k) that are maintained by the Company, shall be determined as if
the total of such matching contributions and before-tax contributions, if
applicable, was made under each plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have different
plan years, all Matching Contributions made during the Plan Year under all such
arrangement shall be aggregated.
	 
	 	(ii)	 	In the event that this Plan satisfies the requirements of Code
Sections 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the Code only if aggregated with this Plan, then this section shall be
applied by determining the ACP of Employees as if all such plans were a single
plan. If more than 10 percent of the Employer’s Nonhighly Compensated
Employees are involved in a plan coverage change as defined in Regulations
1.401(m)-2(c)(4), then any adjustments to the Nonhighly Compensated Employees’
ADP for the prior Plan Year will be made in accordance with such Regulations
unless the Employer has elected to use the current year testing method. Plans
may be aggregated in order to satisfy Code Section 401(m) only if they have the
same Plan Year and use the same ACP testing method.
	 
	 	(iii)	 	For purposes of the ACP test, Matching Contributions,
Qualified Matching Contributions and Qualified Nonelective Contributions will
be considered made for a Plan Year if made no later than the end of the twelve
month period beginning on the day after the close of the applicable Plan Year.
	 
	 	(iv)	 	For purposes of this Section, compensation means compensation
as defined in Section A.1(b)(iv).
	 
	 	(v)	 	Notwithstanding any other provision contained in Schedule A,
testing shall be performed consistently with regulations, rulings and guidance
under Code Section 401(m), and the Plan hereby incorporates by reference all
options relating to testing not specifically described in this document with
the intent to have flexibility in satisfying the ACP test.
	 
	 	(vi)	 	The Committee shall maintain records sufficient to demonstrate
satisfaction of the ACP test.










A-8









 












	 	(vii)	 	A Participant is a Highly Compensated Employee for a
particular Plan Year if he or she meets the definition of a Highly Compensated
Employee in effect for that Plan Year. Similarly, a Participant is a Nonhighly
Compensated Employee for a particular Plan Year if he or she does not meet the
definition of a Highly Compensated Employee in effect for that Plan Year.






	(c)	 	Excess Aggregate Contributions. With respect to any Plan Year, Excess
Aggregate Contributions are the excess of:






	 	(i)	 	The aggregate amount of Matching Contributions, 401(k)
Contributions, and if treated as matching contributions for purposes of the ACP
test, Qualified Matching and/or Qualified Nonelective Contributions, taken into
account in computing the ACP of Highly Compensated Employees for such Plan
Year, over






	 	(ii)	 	The maximum amount of such contributions permitted by the ACP
test for the Highly Compensated Employees, calculated in the following manner:






	 	(1)	 	The Matching Contributions are hypothetically
reduced for the HCEs with the highest actual contribution ratio (“ACR”)
determined in accordance with applicable regulations so that such HCEs’
ACR equals the greater of the highest percentage allowed by the ACP
test or the ACR of the HCE (or HCEs) with the next highest ACR. If a
lesser reduction is required to satisfy the ACP test, only the lesser
reduction is considered.
	 
	 	(2)	 	Step (1) is repeated until the ACP test is
satisfied.
	 
	 	(3)	 	The total amount of Excess Aggregate
Contributions is the sum of the hypothetical contribution reductions
for each HCE.






	 	 	Such determination shall be made after first determining Excess Contributions
pursuant to Section A.1 and then determining Excess Aggregate Contributions pursuant
to this Section A.2.
	 
	(d)	 	Allocation of Excess Aggregate Contributions. The total dollar amount
of the Excess Aggregate Contributions determined in subsection (c) is distributed to
the HCEs using the “dollar leveling method,” as follows:






	 	(i)	 	The Excess Aggregate Contribution of the HCE with the highest
dollar amount of Excess Aggregate Contributions is reduced by the amount that
will cause that HCE’s Excess Aggregate Contributions to equal the dollar amount
of the HCE with the next highest dollar amount of Excess Aggregate
Contributions.
	 
	 	(ii)	 	The amount determined in Step (i) is then distributable to the
HCE with the highest dollar amount of Excess Aggregate Contributions.





A-9









 






	 	(iii)	 	If a lesser reduction, when added to the total dollar amount
already distributable under these steps would equal the total Excess Aggregate
Contribution, the lesser reduction amount is distributable.
	 
	 	(iv)	 	If the total amount distributable is less than the total amount
of Excess Aggregate Contributions, the preceding steps are repeated until the
total amount of Excess Aggregate Contributions has been apportioned.
	 
	 	(v)	 	If distributions equal to the total amount distributable to
HCEs under the dollar leveling method, adjusted in accordance with subsection
(e), are made, the ACP is treated as meeting the nondiscrimination test of Code
Section 401(m)(2), regardless of whether the ACP, if recalculated after
distributions, would satisfy Code Section 401(m)(2).






	(e)	 	Distribution of Excess Aggregate Contributions. Notwithstanding any
other provision of this Plan, Excess Aggregate Contributions, plus any income and minus
any loss allocable thereto, shall be forfeited, to the extent not vested, or if not
forfeitable, shall be distributed, in accordance with IRS guidance, rulings and
regulations to the Highly Compensated Employees to whose Accounts Excess Aggregate
Contributions were allocated, from such Participants’ Matching Accounts (and, if
applicable, the Participants’ Qualified Nonelective Contributions Accounts and 401(k)
Accounts) no later than the last day of the Plan Year next following the Plan Year to
which such Excess Aggregate Contributions relate . If such Excess Aggregate
Contributions are distributed more than 2 1/2 months after the last day of the Plan
Year to which such Excess Aggregate Contributions relate, a ten percent (10%) excise
tax will be imposed on the Company maintaining the Plan with respect to such amounts.
	 
	 	 	Excess Aggregate Contributions shall be treated as Annual Additions under the Plan
for Code Section 415 purposes.
	 
	(f)	 	Determination of Income or Loss Allocable to Excess Aggregate
Contributions. Excess Aggregate Contributions shall be adjusted for any income or
loss allocable to such Excess Aggregate Contributions up to the date of distribution.
The income or loss allocable to a Participant’s Excess Aggregate Contributions shall be
determined using any of the methods set forth below:






	 	(A)	 	Reasonable Method of Allocating Income.
The Committee may use any reasonable method for computing the income
allocable to Excess Aggregate Contributions, provided that the method
does not violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for
the Plan Year, and is used by the Plan for allocating income to
Participant’s Accounts. A Plan will not fail to use a reasonable
method for computing the income allocable to Excess Aggregate
Contributions merely because the income allocable to Excess Aggregate
Contributions is determined on a date that is no more than seven (7)
days before the distribution.




A-10









 












	 	(B)	 	Alternative Method of Allocating
Income. The Committee may allocate income to Excess Aggregate
Contributions for the Plan Year by multiplying the income for the Plan
Year allocable to the Matching Contributions and other amounts taken
into account under the ACP test (including contributions made for the
Plan Year), by a fraction, the numerator of which is the Excess
Aggregate Contributions for the Participant for the Plan Year, and the
denominator of which is the sum of (1) the Account Balance attributable
to Matching Contributions and other amounts taken into account under
the ACP test as of the beginning of the Plan Year; and (2) any
additional amount of such contributions made for the Plan Year.
	 
	 	(C)	 	Safe Harbor Method of Allocating Gap Period
Income. The Committee may use the safe harbor method in this
paragraph to determine income on Excess Aggregate Contributions for the
gap period. Under this safe harbor method, income on Excess Aggregate
Contributions for the gap period is equal to ten percent (10%) of the
income allocable to Excess Aggregate Contributions for the Plan Year
that would be determined under paragraph (B) above, multiplied by the
number of calendar months that have elapsed since the end of the Plan
Year. For purposes of calculating the number of calendar months that
have elapsed under the safe harbor method, a corrective distribution
that is made on or before the fifteenth day of a month is treated as
made on the last day of the preceding month and a distribution made
after the fifteenth day of a month is treated as made on the last day
of the month.
	 
	 	(D)	 	Alternative method for Allocating Plan Year
and Gap Period Income. The Committee may determine the income for
the aggregate of the Plan Year and the gap period, by applying the
alternative method provided by paragraph (B) above to the aggregate
period. This is accomplished by (1) substituting the income for the
Plan Year and the gap period, for the income for the Plan Year, and (2)
substituting the amounts taken into account under the ACP test for the
Plan Year and the gap period, for the amounts taken into account under
the ACP test for the Plan Year in determining the fraction that is
multiplied by that income.






     For purposes of this subsection, the gap period means the period between the
end of the Plan Year to a date determined by the Plan Administrator, which
date shall not be more than seven days prior to the date of distribution.




	(g)	 	Testing. The ACP test shall be performed in accordance with the Code
and applicable IRS guidance, rulings and regulations.




A-11









 












	 	 	A.3. Excess 401(k) Deferrals. 401(k) Contributions that are includible in a Participant’s
gross income under Code Section 402(g) to the extent such Participant’s 401(k) Contributions
for a taxable year exceed the dollar limitation under such Code Section are “Excess 401(k)
Deferrals.” Excess 401(k) Deferrals are treated as annual additions under the Plan for Code
Section 415 purposes, unless such amounts are distributed on or before April 15th of the
calendar year following the close of the Participant’s taxable year in which such Excess
401(k) Deferrals arose. The Participant must notify the Committee by April 1st of each year
of the amount of the Excess 401(k) Deferrals to be assigned to the Plan with respect to a
prior Plan Year. A Participant is deemed to notify the Committee of any Excess 401(k)
Deferrals that arise if such Excess 401(k) Deferrals arise solely from 401(k) Contributions
made under this Plan or any other plans of the Company.






	 	(a)	 	Distribution of Excess 401(k) Deferrals. Notwithstanding any
other provision of the Plan, Excess 401(k) Deferrals, plus any income and minus
any loss allocable thereto, shall be distributed to the Participant on or
before April 15th of the calendar year following the close of the Participant’s
taxable year in which such Excess 401(k) Deferrals arose in accordance with IRS
guidance, rulings and regulations. The amount to be distributed with respect
to a Participant for a Plan Year is reduced by any Excess 401(k) Deferrals
previously distributed to the Participant for the Plan Year.
	 
	 	 	 	Excess 401(k) Deferrals that are distributed after April 15th are includible
in the Participant’s gross income in both the taxable year in which such
Excess 401(k) Deferrals are deferred and in the taxable year in which such
Excess 401(k) Deferrals are distributed.






	 	(b)	 	Determination of Income or Loss Allocable to Excess 401(k)
Deferrals. Excess 401(k) Deferrals shall be adjusted for any income or
loss allocable to such Contributions up to the date of distribution. The
income or loss allocable to a Participant’s Excess 401(k) Deferrals shall be
determined using any of the methods set forth below:






	 	(A)	 	Reasonable Method of Allocating Income.
The Committee may use any reasonable method for computing the income
allocable to Excess 401(k) Deferrals, provided that the method does not
violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for
the Plan Year, and is used by the Plan for allocating income to
Participant’s Accounts. A Plan will not fail to use a reasonable
method for computing the income allocable to Excess 401(k) Deferrals
merely because the income allocable to Excess 401(k) Deferrals is
determined on a date that is no more than seven (7) days before the
distribution.
	 
	 	(B)	 	Alternative Method of Allocating
Income. The Committee may allocate income to Excess 401(k)
Deferrals for the Plan Year by multiplying the income for the Plan Year
allocable to the 401(k)




A-12









 












	 	 	 	Contributions by a fraction, the numerator of which is the Excess
401(k) Deferrals for the Participant for the Plan Year, and the
denominator of which is the sum of (1) the Account Balance
attributable to 401(k) Contributions; and (2) any additional amount
of such contributions made for the Plan Year.
	 
	 	(C)	 	Safe Harbor Method of Allocating Gap Period
Income. The Committee may use the safe harbor method in this
paragraph to determine income on Excess 401(k) Deferrals for the gap
period. Under this safe harbor method, income on Excess 401(k)
Deferrals for the gap period is equal to ten percent (10%) of the
income allocable to Excess 401(k) Deferrals for the Plan Year that
would be determined under paragraph (B) above, multiplied by the number
of calendar months that have elapsed since the end of the Plan Year.
For purposes of calculating the number of calendar months that have
elapsed under the safe harbor method, a corrective distribution that is
made on or before the fifteenth day of a month is treated as made on
the last day of the preceding month and a distribution made after the
fifteenth day of a month is treated as made on the last day of the
month.
	 
	 	(D)	 	Alternative method for Allocating Plan Year
and Gap Period Income. The Committee may determine the income for
the aggregate of the Plan Year and the gap period, by applying the
alternative method provided by paragraph (B) above to the aggregate
period. This is accomplished by (1) substituting the income for the
Plan Year and the gap period, for the income for the Plan Year, and (2)
substituting the amounts taken into account for the Plan Year and the
gap period, for the amounts taken into account for the Plan Year in
determining the fraction that is multiplied by that income.






	 	 	 	      For purposes of this section, the gap period means the period between
the end of the Plan Year to a date determined by the Plan Administrator,
which date shall not be more than seven days prior to the date of
distribution.
	 
	 	(c)	 	Attributable Matching Contributions. If Excess 401(k)
Deferrals are distributed to a Participant, no Matching Contributions will be
made with respect to the Excess 401(k) Deferrals. If Matching Contributions
have already been allocated based on such Excess 401(k) Deferrals, the
Matching Contributions attributable to the Excess 401(k) Deferrals shall be
forfeited.





A.4. Forfeitures.




     All forfeitures under this Schedule A shall be used in the discretion of the Company to reduce
Employer contributions or to pay administrative expenses of the Plan.



A-13









 





SCHEDULE B



ELIGIBLE UNION EMPLOYEES




Agreement with Office and Professional Employees International Union, Local 108




B-1




 









 








SCHEDULE C



PARTICIPATING AFFILIATES





	1.	 	International Helicopter Transport, Inc.
	 
	2.	 	Evangeline Airmotive, Inc.
	 
	3.	 	Acadian Composites, Limited Liability Co.
	 
	4.	 	Air Evac Services, Inc.
	 
	5.	 	PHI Aeromedical Services, Inc.
	 
	6.	 	Petroleum Helicopters International, Inc.





C-1