PPA
and HEART Act Amendment
  Exhibit
10.31


AMENDMENT
FOR
 PPA,
HEART ACT AND OTHER LAW CHANGES
 (Defined
Benefit Plan)
 
 ARTICLE
I
 PREAMBLE
 
 1.1
              Adoption and effective date of
      Amendment. The Employer adopts this Amendment to the Plan to
      reflect recent law changes. This Amendment is effective as indicated below
      for the respective provisions.
 
 1.2
              Superseding of inconsistent
      provisions. This Amendment supersedes the provisions of the Plan to
      the extent those provisions are inconsistent with the provisions of this
      Amendment.
 
 1.3
              Employer’s election.The
      Employer adopts the default provisions of this Amendment except as
      otherwise elected in Article II.
 
 1.4
              Construction. Except as
      otherwise provided in this Amendment, any reference to “Section” in this
      Amendment refers only to sections within this Amendment, and is not a
      reference to the Plan. The Article and Section numbering in this Amendment
      is solely for purposes of this Amendment, and does not relate to any Plan
      article, section or other numbering
  designations.
 
 1.5
              Effect of restatement of
      Plan. If the Employer restates the Plan, then this Amendment shall
      remain in effect after such restatement unless the provisions in this
      Amendment are restated or otherwise become obsolete (e.g., if the Plan is
      restated onto a plan document which incorporates PPA
      provisions).
 
 ARTICLE
II
 EMPLOYER
ELECTIONS
 
 The
Employer only needs to complete the questions in Sections 2.2 through 2.7 below
in order to override the default provisions set forth below.
 
 2.1
              Default Provisions.
      Unless the Employer elects otherwise in this Article, the following
      defaults will apply:
 
 a.
              The
      applicable mortality table described in Amendment Section 3.3.3(c) is
      effective for years beginning after December 31,
  2007.
 
 b.
              Nonspousal
      beneficiary rollovers are permitted effective for distributions made after
      12/31/06.
 
 c.
              Once
      the Code Section 436 benefit restriction provisions no longer apply, the
      Amendment provides for (1) no resumption of benefit accruals, (2) no
      automatic restoration of benefit accruals, and (3) no new “annuity
      starting date.”
 
 d.
              Continued
      benefit accruals pursuant to the Heroes Earnings Assistance and Relief Tax
      Act of 2008 (HEART Act) are not
provided.
 
 e.
              Unless
      an election is made under Section 2.6, the applicable interest rate
      shall be based upon the same lookback month and stability period in effect
      under the Plan prior to the adoption of this
  Amendment.
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and HEART Act Amendment
  f.
              If
      the cash balance provisions are elected in Amendment Section 2.7, then the
      vesting schedule will be a 3-year cliff schedule and the interest credit
      provided in the Plan is not
modified.
 
 2.2
              Effective date of applicable
      mortality table set forth in Amendment Section 3.3.3(c). The
      applicable mortality table described in Amendment Section 3.3.3(c) is
      effective for years beginning after December 31, 2007, unless an
      alternative is elected below:
 o    
The applicable mortality table described in Amendment Section 3.3.3(c) if
effective for years, including a portion of a year, beginning after
_________________(may be a date after December 31, 2007 and before January 1,
2009.)
 
 2.3
              Non-spousal rollovers
      (Article IV). Non-spousal rollovers are permitted after December 31, 2006
      unless elected below (Article IV provides that such distributions are
      always permitted after December 31,
2009):
 o
              Use
      the following instead of the default (select
  one):
 1.
              o
              Not
      permitted.
 2.
              o
              Permitted
      effective____________ (not earlier than January 1, 2007 and not later than
      January 1, 2010).
 
 2.4
              Code Section 436 Benefit
      Restrictions (Article XI)
 
 (a) Treatment of Plan as of Close of
Prohibited or Cessation Period (Section XI(h)).Unless otherwise elected
below, and provided that any notice required under ERISA section 204(h) has been
given, accruals that had been limited under Code Section 436(e) will not resume
prospectively and accruals that were not credited during the period of
restriction due to application of Code Section 436 will not be automatically
restored as of the “Section 436 measurement date” that the limitation ceases to
apply.
 o Use
the following instead of the default (select one):
 1.
              o
              Accruals
      will resume prospectively only as of the “Section 436 measurement date”
      that the limitation ceases to
apply.
 2.
              o
              All
      accruals under the Plan will be automatically restored as of the “Section
      436 measurement date” that the limitation ceases to
  apply.
 
 (b) Accelerated Benefit Distributions
(Section XI(h)).Unless otherwise elected below, there are no
optional forms of benefit that are available only for the period of the benefit
restrictions except
that Plan participants and beneficiaries may elect an optional form of benefit
that provides for the current payment of the unrestricted portion of the
benefit, with a delayed commencement for the restricted portion of the benefit
in accordance with Regulation Section 1.436-1(d)(6) and subject to other
applicable qualification requirements, including Sections 411(a)(11) and
401(a)(9).
 
 o Use
the following instead of the default (select one):
 
 1.
              o
              The
      following additional optional forms of benefit are available only during
      the period in which Regulations Section 1.436-1(d)(1), (d)(2), or (d)(3)
      applies to limit prohibited payments under the Plan (specify):
      _____________________________
 
 2.
              o
              There
      are no optional forms of benefit that are available only for the period of
      the benefit restrictions.
 
 2.5
              Continued benefit accruals
      (Article XII). Continued benefit accruals for the Heart Act
      (Amendment Section 12.2) will not apply unless elected
    below:
 o    
The provisions of Amendment Section 12.2 apply.
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and HEART Act Amendment
  2.6
              Applicable interest
      rate. For purposes of Amendment Section 13.2, unless otherwise
      elected below, the stability period and the lookback month are set forth
      in the Plan. (If an alternative election is being made, then a selection
      at both a. and b. must be made.)
 
 a.
              The
      stability period for purposes of determining the Applicable Interest Rate
      is:
 1.
              o
              One
      calendar month
 2.
              o
              One
      Plan Year quarter
 3.
              o
              One
      calendar year quarter
 4.
              o
              One
      Plan Year
 5.
              o
              One
      calendar year
 
 b.
              The
      lookback month relating to the Stability Period is
  the:
 1.
              o
              first
      calendar month preceding the first day of the Stability
    Period
 2.
              o
              second
      calendar month preceding the first day of the Stability
    Period
 3.
              o
              third
      calendar month preceding the first day of the Stability
    Period
 4.
              o
              fourth
      calendar month preceding the first day of the Stability
    Period
 5.
              o
              fifth
      calendar month preceding the first day of the Stability
    Period
 6.
              o
              average
      rate for two or more calendar months preceding the first day of the
      Stability Period (specify which of the first through fifth months are
      averaged) _____________________
 
 2.7
              Cash balance plans.The
      provisions of Article XIV (Cash Balance provisions) apply only if elected
      below:
 o The
provisions of Article XIV apply (may be selected only if the Plan already
includes cash balance provisions).
 
 And, the following elections
apply (select all that apply):
 
 a.
              o
              Vesting. In lieu of the
      default 3-year cliff vesting schedule (a Participant's Accrued Benefit is
      nonforfeitable upon the Participant's completion of three years of vesting
      service), the following schedule applies (must be at least as liberal as
      3-year cliff vesting at each point in
time):
  Years
      of vesting service
                Nonforfeitable
      percentage________
                _________%________
                _________%________
                _________%
 
 b.
              o
              Market Rate of Interest.
      The interest credit rate set forth in the Plan shall be changed to ______
      (select this option b. only if a change is being made to the interest rate
      credit).
 
 ARTICLE
III
 PENSION
FUNDING EQUITY ACT OF 2004 AS MODIFIED BY SUBSEQUENT LEGISLATION
 
 3.1
              General Rule.This
      Article applies to the determination of the Code Section 415
      limits.
 
 3.1.1
              Effective date.The
      Employer adopts this Article III to reflect certain provisions of the
      Pension Funding Equity Act of 2004 (PFEA), as modified by the Pension
      Protection Act of 2006 and the Worker, Retiree and Employer Recovery Act
      of 2008. Except as otherwise provided herein, effective for distributions
      in Plan Years beginning after December 31, 2003, the required
      determination of actuarial equivalence of forms of benefit other than a
      straight life annuity shall be made in accordance with this Article.
      However, this Article does not supersede any prior election to apply the
      transition rule of section 101(d)(3) of PFEA as described in Notice
      2004-78.
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  3.1.2
                Definition of "Applicable
      Mortality Table."The "applicable mortality table" means the
      applicable mortality table within the meaning of Code Section 417(e)(3)(B)
      (as described in Article
XIV).
 
 3.2
              Benefit
      Forms Not Subject to the Present Value Rules of Code Section
      417(e)(3).
 
 3.2.1
                Form of benefit. The
      straight life annuitythat
      is actuarially equivalent to the Participant’s form of benefit shall be
      determined under this Section 3.2 if the form of the Participant’s benefit
      is either:
 
 (a)
              A
      nondecreasing annuity (other than a straight life annuity) payable for a
      period of not less than the life of the Participant (or, in the case of a
      qualified pre-retirement survivor annuity, the life of the surviving
      spouse), or
 
 (b)
              An
      annuity that decreases during the life of the Participant merely because
      of:
 
 (1)
              The
      death of the survivor annuitant (but only if the reduction is not below
      50% of the benefit payable before the death of the survivor annuitant),
      or
 
 (2)
              The
      cessation or reduction of Social Security supplements or qualified
      disability payments (as defined in Code Section
    401(a)(11)).
 
 3.2.2
              Limitation Years beginning
      before July 1, 2007. For Limitation Years beginning before July 1,
      2007, the actuarially equivalent straight life annuity is equal to the
      annual amount of the straight life annuity commencing at the same annuity
      starting date that has the same actuarial present value as the
      Participant’s form of benefit computed using whichever of the following
      produces the greater annual amount:
 
 (a)
              the
      interest rate and the mortality table (or other tabular factor) specified
      in the Plan for adjusting benefits in the same form;
  and
 
 (b)
              a 5
      percent interest rate assumption and the "applicable mortality table"
      defined in the Plan for that annuity starting
  date.
 
 3.2.3
              Limitation Years beginning on
      or after July 1, 2007. For Limitation Years beginning on or after
      July 1, 2007, the actuarially equivalent straight life annuity is equal to
      the greater of:
 
 (a)
              The
      annual amount of the straight life annuity (if any) payable to the
      Participant under the Plan commencing at the same annuity starting date as
      the Participant’s form of benefit;
and
 
 (b)
              The
      annual amount of the straight life annuity commencing at the same annuity
      starting date that has the same actuarial present value as the
      Participant’s form of benefit, computed using a 5 percent interest rate
      assumption and the applicable mortality table defined in the Plan for that
      annuity starting date.
 
 3.3
              Benefit Forms Subject to the
      Present Value Rules of Code Section
  417(e)(3).
 
 3.3.1
              Form of benefit. The
      straight life annuity that is actuarially equivalent to the Participant’s
      form of benefit shall be determined as indicated under this Section 3.3 if
      the form of the Participant’s benefit is other than a benefit form
      described in Section 3.2.1.
 
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and HEART Act Amendment
 
 3.3.2
              Annuity Starting Date in small
      plans for Plan Years Beginning in 2009 and later. Notwithstanding
      anything in this Amendment to the contrary, if the annuity starting date
      of the Participant’s form of benefit is in a Plan Year beginning in or
      after 2009, and if the Plan is maintained by an eligible employer as
      defined in Code Section 408(p)(2)(C)(i), the actuarially equivalent
      straight life annuity is equal to the annual amount of the straight life
      annuity commencing at the same annuity starting date that has the same
      actuarial present value as the Participant’s form of benefit, computed
      using whichever of the following produces the greater annual
      amount:
 
 (a)
              The
      interest rate and the mortality table (or other tabular factor) specified
      in the Plan for adjusting benefits in the same form;
  and
 
 (b)
              A
      5.5 percent interest rate assumption and the applicable mortality table
      described in Article XIII.
 
 3.3.3
              Annuity Starting Date in Plan
      Years Beginning After 2005. Except as provided in Section 3.3.2, if
      the annuity starting date of the Participant’s form of benefit is in a
      Plan Year beginning after December 31, 2005, the actuarially equivalent
      straight life annuity is equal to the greatest
  of:
 
 (a)
              The
      annual amount of the straight life annuity commencing at the same annuity
      starting date that has the same actuarial present value as the
      Participant’s form of benefit, computed using the interest rate and the
      mortality table (or other tabular factor) specified in the Plan for
      adjusting benefits in the same
form;
 
 (b)
              The
      annual amount of the straight life annuity commencing at the same annuity
      starting date that has the same actuarial present value as the
      Participant’s form of benefit, computed using a 5.5 percent interest rate
      assumption and the applicable mortality table for the distribution under
      Regulations Section 1.417(e)-1(d)(2) (determined in accordance with
      Article XIII for Plan Years after the effective date specified below);
      and
 
 (c)
              The
      annual amount of the straight life annuity commencing at the same annuity
      starting date that has the same actuarial present value as the
      Participant’s form of benefit, computed using the applicable interest rate
      for the distribution under Regulations Section 1.417(e)-1(d)(3)
      (determined in accordance with Article XIII for Plan Years after the
      effective date of that Article) and the applicable mortality table for the
      distribution under Regulations Section 1.417(e)-1(d)(2) (determined in
      accordance with Article XIII for Plan Years after the effective date
      specified below), divided by 1.05.
 
 The
effective date of the applicable mortality table above is for years beginning
after December 31, 2007, unless a later date is elected in Amendment Section
2.2.
 
 3.3.4
              Annuity Starting Date in Plan
      Years Beginning in 2004 or 2005. If the annuity starting date of
      the Participant’s form of benefit is in a Plan Year beginning in 2004 or
      2005, the actuarially equivalent straight life annuity is equal to the
      annual amount of the straight life annuity commencing at the same annuity
      starting date that has the same actuarial present value as the
      Participant’s form of benefit, computed using whichever of the following
      produces the greater annual amount:
 
 (a)
              The
      interest rate and the mortality table (or other tabular factor) specified
      in the Plan for adjusting benefits in the same form;
  and
 
 (b)
              A
      5.5 percent interest rate assumption and the applicable mortality table
      for the distribution under Regulations Section
      1.417(e)-1(d)(2).
 
 However,
this Section does not supersede any prior election to apply the transition rule
of section 101(d)(3) of PFEA as described in Notice 2004-78.
 
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and HEART Act Amendment
 
 ARTICLE
IV
 DIRECT
ROLLOVER OF NON-SPOUSAL DISTRIBUTION
 
 4.1
              Non-spouse beneficiary rollover
      right. For distributions after December 31, 2009, and unless
      otherwise elected in Amendment Section 2.3, for distributions after
      December 31, 2006, a non-spouse beneficiary who is a “designated
      beneficiary” under Code Section 401(a)(9)(E) and the Regulations
      thereunder, by a direct trustee-to-trustee transfer (“direct rollover”),
      may roll over all or any portion of his or her distribution to an
      Individual Retirement Account (IRA) the beneficiary establishes for
      purposes of receiving the distribution. In order to be able to roll over
      the distribution, the distribution otherwise must satisfy the definition
      of an "eligible rollover distribution" under Code Section
      401(a)(31).
 
 4.2
              Certain requirements not
      applicable. Although a non-spouse beneficiary may roll over
      directly a distribution as provided in Section 4.1 of this Amendment, the
      distribution, if made prior to January 1, 2010, is not subject to the
      direct rollover requirements of Code Section 401(a)(31) (including Code
      Section 401(a)(31)(B)), the notice requirements of Code Section 402(f) or
      the mandatory withholding requirements of Code Section 3405(c). If a
      non-spouse beneficiary receives a distribution from the Plan, the
      distribution is not eligible for a 60-day (non-direct)
      rollover.
 
 4.3
              Trust beneficiary. If
      the Participant’s named beneficiary is a trust, the Plan may make a direct
      rollover to an IRA on behalf of the trust, provided the trust satisfies
      the requirements to be a designated beneficiary within the meaning of Code
      Section 401(a)(9)(E).
 
 4.4
              Required minimum distributions
      not eligible for rollover.A non-spouse beneficiary may not roll
      over an amount that is a required minimum distribution, as determined
      under applicable Regulations and other Internal Revenue Service guidance.
      If the Participant dies before his or her required beginning date and the
      non-spouse beneficiary rolls over to an IRA the maximum amount eligible
      for rollover, the beneficiary may elect to use either the 5-year rule or
      the life expectancy rule, pursuant to Regulations Section 1.401(a)(9)-3,
      A-4(c), in determining the required minimum distributions from the IRA
      that receives the non-spouse beneficiary’s
  distribution.
 
 ARTICLE
V
 ROLLOVER
OF AFTER-TAX AMOUNTS
 
 5.1
              Direct rollover to qualified
      plan/403(b) plan. For taxable years beginning after December 31,
      2006, a Participant may elect to transfer employee after-tax contributions
      by means of a direct rollover to a qualified plan or to a 403(b) plan that
      agrees to account separately for amounts so transferred (including
      interest thereon), including accounting separately for the portion of such
      distribution which is includible in gross income and the portion of such
      distribution which is not includible in gross
  income.
 
 ARTICLE
VI
 PARTICIPANT
DISTRIBUTION NOTIFICATION
 
 6.1
              180-day notification
      period. For any distribution notice issued in Plan Years beginning
      after December 31, 2006, any reference to the 90-day maximum notice period
      requirements of Code Sections 402(f) (the rollover notice), 411(a)(11)
      (Participant’s consent to distribution), and 417 (notice regarding the
      joint and survivor annuity rules) is changed to 180
  days.
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  6.2
              Effect of delay of
      distribution. Notices given to Participants pursuant to Code
      Section 411(a)(11) in Plan Years beginning after December 31, 2006 shall
      include a description of how much larger benefits will be if the
      commencement of distributions is
deferred.
 
 6.3
              Explanation of relative
      value. Notices to Participants shall include the relative values of
      the various optional forms of benefit, if any, under the Plan as provided
      in Regulations Section 1.417(a)-3. This provision is effective as of the
      applicable effective date set forth in Regulations (i.e., to qualified
      pre-retirement survivor annuity explanations provided on or after July 1,
      2004; to qualified joint and survivor annuity explanations with respect to
      any distribution with an annuity starting date that is on or after
      February 1, 2006, or on or after October 2, 2004 with respect to any
      optional form of benefit that is subject to the requirements of Code
      Section 417(e)(3) if the actuarial present value of that optional form is
      less than the actuarial present value as determined under Code Section
      417(e)(3)).
 
 ARTICLE
VII
 QUALIFIED
DOMESTIC RELATIONS ORDERS
 
 7.1
              Permissible QDROs.
      Effective on or after April 6, 2007, a domestic relations order that
      otherwise satisfies the requirements for a qualified domestic relations
      order (QDRO) will not fail to be a QDRO: (i) solely because the order is
      issued after, or revises, another domestic relations order or QDRO; or
      (ii) solely because of the time at which the order is issued, including
      issuance after the annuity starting date or after the Participant’s
      death.
 
 7.2
              Other QDRO requirements
      apply. A domestic relations order described in Section 7.1 is
      subject to the same requirements and protections that apply to
      QDROs.
 
 ARTICLE
VIII
 QUALIFIED
OPTIONAL SURVIVOR ANNUITY
 
 8.1
              Right to Elect Qualified
      Optional Survivor Annuity.Effective with respect to Plan Years
      beginning after December 31, 2007, a Participant who elects to waive the
      qualified joint and survivor annuity form of benefit under the Plan shall
      be entitled to elect the "qualified optional survivor annuity" at any time
      during the applicable election period. Furthermore, the written
      explanation of the joint and survivor annuity shall explain the terms and
      conditions of the "qualified optional survivor
  annuity."
 
 8.2
              Definition of Qualified
      Optional Survivor Annuity.
 
 (a)
              For
      purposes of this Article, the term "qualified optional survivor annuity"
      means an annuity:
 
 (1)
              For
      the life of the Participant with a survivor annuity for the life of the
      Participant’s spouse which is equal to the "applicable percentage" of the
      amount of the annuity which is payable during the joint lives of the
      Participant and the Participant’s spouse,
and
 
 (2)
              Which
      is the actuarial equivalent of a single annuity for the life of the
      Participant.
 
 Such term
also includes any annuity in a form having the effect of an annuity described in
the preceding sentence.
 
 (b)
              For
      purposes of this Section, the "applicable percentage" is based on the
      survivor annuity percentage (i.e., the percentage which the survivor
      annuity under the Plan’s qualified joint and survivor annuity bears to the
      annuity payable during the joint lives of the Participant and the spouse).
      If the survivor annuity percentage is less than seventy-five percent
      (75%), then the "applicable percentage" is seventy-five percent (75%);
      otherwise the "applicable percentage" is fifty percent
    (50%).
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  ARTICLE
IX
 DIRECT
ROLLOVER TO ROTH IRA
 
 9.1
              Roth IRA rollover.For
      distributions made after December 31, 2007, a Participant or beneficiary
      may elect to roll over directly an “eligible rollover distribution” to a
      Roth IRA described in Code Section 408A(b). For this purpose, the term
      “eligible rollover distribution” includes a rollover distribution
      described in Article V, if
applicable.
 
 ARTICLE
X
 TOP-HEAVY
PROVISIONS
 
 10.1
              Severance from employment.Effective for any Plan Year beginning after December 31, 2001, the
      provisions of the Plan setting forth the top-heavy provisions of Code
      Section 416 are modified by substituting the term "separation from
      service" with "severance from
employment."
 
 ARTICLE
XI
 BENEFIT
RESTRICTIONS
 
 (a)
              Effective Date and Application
      of Article.
 
 (1)           Effective
Date. The provisions of this Article apply to Plan Years beginning after
December 31, 2007.
 
 (2)           The
limitations described in Subsections (b), (c) and (e) do not apply to the Plan
for the first five (5) Plan Years of the Plan. Except as otherwise provided by
the Commissioner in guidance of general applicability, the Plan Years taken into
account for this purpose include the following (in addition to Plan Years during
which the Plan was maintained by the Employer):
 
 (A)           Plan
Years when the Plan was maintained by a predecessor employer within the meaning
of Regulations Section 1.415(f)-1(c)(1);
 
 (B)           Plan
years of another defined benefit plan maintained by a predecessor
 employer
within the meaning of Regulations Section 1.415(f)-1(c)(2) within the preceding
five years if any Participants in the Plan participated in that other defined
benefit plan (even if the Plan maintained by the Employer is not the plan that
was maintained by the predecessor employer); and
 
 (C)           
Plan years of another defined benefit plan maintained by the Employer
within
 the
preceding five years if any Participants in the Plan participated in that other
defined
 benefit
plan.
 
 (3)           Notwithstanding
anything in this Article to the contrary, the provision of Code Section 436 and
the Regulations thereunder are incorporated herein by reference.
 
 (4)           For
Plans that have a valuation date other than the first day of the Plan Year, the
provisions of Code Section 436 and this Article will be applied in accordance
with Regulations.
 
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 (b)
              Funding-Based Limitation on
      Shutdown Benefits and Other Unpredictable Contingent Event
      Benefits
 
 (1)           In
general. If a Participant is entitled to an “unpredictable contingent event
benefit” payable with respect to any event occurring during any Plan Year, then
such benefit may not be provided if the “adjusted funding target attainment
percentage” for such Plan Year (A) is less than sixty percent (60%) or, (B)
sixty percent (60%) or more, but would be less than sixty percent (60%) percent
if the “adjusted funding target attainment percentage” were redetermined
applying an actuarial assumption that the likelihood of occurrence of the
“unpredictable contingent event” during the Plan Year is one hundred percent
(100%).
 
 (2)           Exemption.
Paragraph (1) shall cease to apply with respect to any Plan Year, effective as
of the first day of the Plan Year, upon payment by the Employer of the
contribution described in Regulations Section 1.436-1(f)(2)(iii).
 
 (c)
              Limitations on Plan Amendments
      Increasing Liability for
Benefits
 
 (1)           In
general. No amendment which has the effect of increasing liabilities of the Plan
by reason of increases in benefits, establishment of new benefits, changing the
rate of benefit accrual, or changing the rate at which benefits become
nonforfeitable may take effect during any Plan Year if the “adjusted funding
target attainment percentage” for such Plan Year is:
 
 (A)           less
than eighty percent (80%), or
 
 (B)           eighty
percent (80%) or more, but would be less than eighty percent (80%) if the
benefits attributable to the amendment were taken into account in determining
the “adjusted funding target attainment percentage.”
 
 (2)           Exemption.
Paragraph (c)(1) above shall cease to apply with respect to a Plan amendment
upon payment by the Employer of the contribution described in Regulations
Section 1.436-1(f)(2)(iv).
 
 (3)           Exception
for certain benefit increases. Paragraph (1) shall not apply to any amendment as
otherwise provided in Regulations Section 1.436-1(c).
 
 (d)
              Limitations on Accelerated
      Benefit Distributions
 
 (1)           Funding
percentage less than sixty percent (60%). If the Plan's “adjusted funding target
attainment percentage” for a Plan Year is less than sixty percent (60%), then
the Plan may not pay any “prohibited payment” with an “annuity starting date” on
or after the applicable “Section 436 measurement date.”
 
 (2)           Bankruptcy.
The Plan may not pay any “prohibited payment” with an “annuity starting date”
that occurs during any period in which the Employer is a debtor in a case under
Title 11, United States Code, or similar Federal or State law. The preceding
sentence shall not apply to payments made within a Plan Year with an “annuity
starting date” that occurs on or after the date on which the enrolled actuary of
the Plan certifies that the “adjusted funding target attainment percentage” of
the Plan is not less than one hundred percent (100%).
 
 (3)           Limited
payment if percentage at least sixty percent (60%) but less than eighty percent
(80%) percent.
 
 (A)           In
general. If the Plan's “adjusted funding target attainment percentage” for a
Plan Year is sixty percent (60%) or greater but less than eighty percent (80%),
then the Plan may not pay any “prohibited payment” with an “annuity starting
date” on or after the applicable “Section 436 measurement date,” unless the
present value (determined in accordance with Code Section 417(e)(3)) of the
portion of the benefit that is being paid in a “prohibited payment” (which
portion is determined under paragraph (B)(ii) below) does not exceed the lesser
of:
 
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 PPA
and HEART Act Amendment
  (i)           fifty  percent
(50%) of the amount of the present value (determined in accordance with Code
Section 417(e)(3)) of the benefit payable in the optional form of benefit that
includes the prohibited payment; or
 
 (ii)           one
hundred percent (100%) of the “PBGC maximum benefit guarantee
amount.”
 
 (B)           Bifurcation
if optional form unavailable.
 
 (i)           Requirement
to offer bifurcation. If an optional form of benefit that is otherwise available
under the terms of the plan is not available as of the “annuity starting date”
because of the application of Regulations Section 1.436-1(d)(3)(i), then the
Participant or Beneficiary may elect to:
 
 (1)           Receive
the unrestricted portion of that optional form of benefit (determined under the
rules of Regulations Section 1.436-1(d)(3)(iii)(D)) at that “annuity starting
date,” determined by treating the unrestricted portion of the benefit as if it
were the Participant’s or Beneficiary’s entire benefit under the
plan;
 
 (2)           Commence
benefits with respect to the Participant’s or Beneficiary’s entire benefit under
the Plan in any other optional form of benefit available under the Plan at the
same “annuity starting date” that satisfies Regulations Section
1.436-1(d)(3)(i); or
 
 (3)           Defer
commencement of the payments to the extent described in Regulations Section
1.436-1(d)(5).
 
 (ii)           Rules
relating to bifurcation. If the Participant or Beneficiary elects payment of the
unrestricted portion of the benefit as described in Regulations Section
1.436-1(d)(3)(ii)(A)(1), then the Participant or Beneficiary may elect payment
of the remainder of the Participant’s or Beneficiary’s benefits under the Plan
in any optional form of benefit at that “annuity starting date” otherwise
available under the Plan that would not have included a “prohibited payment” if
that optional form applied to the entire benefit of the Participant or
Beneficiary. The rules of Regulations Section 1.417(e)-1 are applied separately
to the separate optional forms for the “unrestricted portion of the benefit” and
the remainder of the benefit (the restricted portion).
 
 (iii)           Plan
alternative that anticipates election of payment that includes a “prohibited
payment.” With respect to every optional form of benefit that includes a
“prohibited payment” and that is not permitted to be paid under Regulations
Section 1.436-1(d)(3)(i), for which no additional information from the
Participant or Beneficiary (such as information regarding a Social Security
leveling optional form of benefit) is needed to make that determination, rather
than wait for the Participant or Beneficiary to elect such optional form of
benefit, the Plan will provide for separate elections with respect to the
restricted and unrestricted portions of that optional form of
benefit.
  Page 10
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  (C)           Definitions
applicable to limited payment option. The following definitions apply for
purposes of this subsection (d)(3).
 
 (i)           Portion
of benefit being paid in a prohibited payment. If a benefit is being paid in an
optional form for which any of the payments is greater than the amount payable
under a straight life annuity to the Participant or Beneficiary (plus any Social
Security supplements described in the last sentence of Code Section 411(a)(9)
payable to the Participant or Beneficiary) with the same “annuity starting
date,” then the portion of the benefit that is being paid in a “prohibited
payment” is the excess of each payment over the smallest payment during the
Participant’s lifetime under the optional form of benefit (treating a period
after the “annuity starting date” and during the Participant’s lifetime in which
no payments are made as a payment of zero).
 
 (ii)           PBGC
maximum benefit guarantee amount. The “PBGC maximum benefit guarantee amount” is
the present value (determined under guidance prescribed by the Pension Benefit
Guaranty Corporation, using the interest and mortality assumptions under Code
Section 417(e)) of the maximum benefit guarantee with respect to a Participant
(based on the Participant’s age or the Beneficiary’s age at the “annuity
starting date”) under ERISA Section 4022 for the year in which the “annuity
starting date” occurs.
 
 (iii)           Unrestricted
portion of the benefit:
 
 (1)           General
rule. Except as otherwise provided in this paragraph (iii), the unrestricted
portion of the benefit with respect to any optional form of benefit is fifty
percent (50%) of the amount payable under the optional form of
benefit.
 
 (2)           Special
rule for forms which include Social Security leveling or a refund of employee
contributions. For an optional form of benefit that is a prohibited payment on
account of a Social Security leveling feature (as defined in Regulations Section
1.411(d)-3(g)(16)) or a refund of employee contributions feature (as defined in
Regulations Section 1.411(d)-3(g)(11)), the unrestricted portion of the benefit
is the optional form of benefit that would apply if the Participant’s or
Beneficiary’s Accrued Benefit were fifty percent (50%) smaller.
 
 (3)           Limited
to PBGC maximum benefit guarantee amount. After the application of the preceding
rules of this paragraph (iv), the unrestricted portion of the benefit with
respect to the optional form of benefit is reduced, to the extent necessary, so
that the present value (determined in accordance with Code Section 417(e)) of
the unrestricted portion of that optional form of benefit does not exceed the
“PBGC maximum benefit guarantee amount.”
 
 (D)           Other
Rules.
 
 (i)           One
time application. Only one “prohibited payment” meeting the requirements of
subparagraph (A) may be made with respect to any Participant during any period
of consecutive Plan Years to which the limitations under either paragraph (1) or
(2) or this paragraph applies.
  Page 11
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  (ii)           Treatment
of beneficiaries. For purposes of this subparagraph (d)(3), benefits provided
with respect to a Participant and any Beneficiary of the Participant (including
an alternate payee, as defined in Code Section 414(p)(8)) are aggregated. If the
only benefits paid under the plan with respect to the Participant are death
benefits payable to the Beneficiary, then paragraph (d)(3)(C)(iii) of this
section is applied by substituting the lifetime of the Beneficiary for the
lifetime of the Participant. If the Accrued Benefit of a Participant is
allocated to such an alternate payee and one or more other persons, then the
“unrestricted amount” is allocated among such persons in the same manner as the
accrued benefit is allocated, unless a qualified domestic relations order (as
defined in Code Section 414(p)(1)(A)) with respect to the Participant or the
alternate payee provides otherwise.
 
 (iii)           Treatment
of annuity purchases and plan transfers. This paragraph (d)(3)(iv)(C) applies
for purposes of applying subsections (d)(3)(A) and (d)(3)(C)(iii). In the case
of a prohibited payment described in Regulations Section 1.436-1(j)(6)(i)(B)
(relating to purchase from an insurer), the present value of the portion of the
benefit that is being paid in a prohibited payment is the cost to the plan of
the irrevocable commitment and, in the case of a prohibited payment described in
Regulations Section 1.436-1(j)(6)(i)(C) (relating to certain plan transfers),
the present value of the portion of the benefit that is being paid in a
prohibited payment is the present value of the liabilities transferred
(determined in accordance with Code Section 414(l)). In addition, the present
value of the accrued benefit is substituted for the present value of the benefit
payable in the optional form of benefit that includes the prohibited payment in
Regulations Section 1.436-1(d)(3)(i)(A).
 
 (4)           Exception.
This subsection (d) shall not apply for any Plan Year if the terms of the Plan
(as in effect for the period beginning on September 1, 2005, and ending with
such Plan Year) provide for no benefit accruals with respect to any Participant
during such period.
 
 (5)           Right
to delay commencement. If a Participant or Beneficiary requests a distribution
in an optional form of benefit that includes a “prohibited payment” that is not
permitted to be paid under paragraph (d)(1), (d)(2), or (d)(3) of this Article,
then the Participant retains the right to delay commencement of benefits in
accordance with the terms of the plan and applicable qualification requirements
(such as Code Sections 411(a)(11) and 401(a)(9)).
 
 (6)           “Prohibited
payment.” For purposes of this subsection (d), the term “prohibited payment”
means:
 
 (i)           Any
payment for a month that is in excess of the monthly amount paid under a single
life annuity (plus any Social Security supplements described in the last
sentence of Code Section 411(a)(9)), to a Participant or Beneficiary whose
“annuity starting date” occurs during any period a limitation under paragraph
(d)(1) or (d)(2) is in effect;
 
 (ii)           Any
payment for the purchase of an irrevocable commitment from an insurer to pay
benefits; and
 
 (iii)           Any
transfer of assets and liabilities to another plan maintained by the same
Employer (or by any member of the Employer’s controlled group) that is made in
order to avoid or terminate the application of Code Section 436 benefit
limitations; and
  Page 12
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  (iv)           Any
other amount that is identified as a prohibited payment by the Commissioner in
revenue rulings and procedures, notices, and other guidance published in the
Internal Revenue Bulletin.
 
 Such term
shall not include the payment of a benefit which under Code Section 411(a)(11)
may be immediately distributed without the consent of the Participant.
Furthermore, in the case of a Beneficiary that is not an individual, the amount
that is a prohibited payment is determined by substituting for the amount in
paragraph (6)(i) above the monthly amount payable in installments over 240
months that is actuarially equivalent to the benefit payable to the
Beneficiary.
 
 (e)
              Limitation on Benefit Accruals
      for Plans with Severe Funding
Shortfalls
 
 (1)           In
general. If the Plan's “adjusted funding target attainment percentage” for a
Plan Year is less than sixty percent (60%), benefit accruals under the Plan
shall cease as of the “section 436 measurement date.” If the Plan is required to
cease benefit accruals under this subsection (e), then the Plan is not permitted
to be amended in a manner that would increase the liabilities of the Plan by
reason of an increase in benefits or establishment of new benefits. The
preceding sentence applies regardless of whether an amendment would otherwise be
permissible under subsections  (c)(2) or (c)(3) of this
Article.
 
 (2)           Exemption.
Paragraph (1) shall cease to apply with respect to any Plan Year, effective as
of the first day of the Plan Year, upon payment by the Employer of the
contribution described in Regulations Section 1.436-1(f)(2)(v).
 
 (3)           Temporary
modification of limitation. In the case of the first Plan Year beginning during
the period beginning on October 1, 2008, and ending on September 30, 2009, the
provisions of (e)(1) above shall be applied by substituting the Plan’s “adjusted
funding target attainment percentage” for the preceding Plan Year for such
percentage for such Plan Year, but only if the “adjusted funding target
attainment percentage” for the preceding year is greater.
 
 (f)
              Rules Relating to Contributions
      Required to Avoid Benefit
Limitations
 
 The application of the Code Section 436
benefit limitations may be avoided or terminated in accordance with any of the
rules set forth in Code Section 436 and Regulations Section
1.436-1(f).
 
 (g)
              Presumed Underfunding for
      Purposes of Benefit
Limitations
 
 (1)           Presumption
of continued underfunding.
 
 (i)           In
general. This paragraph (g)(1) applies to a Plan for a Plan Year if a limitation
under subsection (b), (c), (d), or (e) applied to the Plan on the last day of
the preceding Plan Year. If this paragraph (g)(1) applies to a Plan, then the
first day of the Plan Year is a “Section 436 measurement date” and the presumed
“adjusted funding target attainment percentage” for the Plan is the percentage
under paragraph (h)(1)(ii) or (iii) of this subsection, whichever applies to the
Plan, beginning on that first day of the Plan Year and ending on the date
specified in subparagraph (g)(1)(iv) of this section.
 
 (ii)           Rule
where preceding year certification issued during preceding year.
 
 (A)           General
rule. In any case in which the Plan’s enrolled actuary has issued a
certification under paragraph (g)(4) of this subsection of the “adjusted funding
target attainment percentage” for the Plan Year preceding the current Plan Year
before the first day of the current Plan Year, the presumed “adjusted funding
target attainment percentage” of the Plan for the current Plan Year is equal to
the prior Plan Year “adjusted funding target attainment percentage” until it is
changed under Regulations Section 1.436-1(h)(1)(iv).
  Page 13
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  (B)           Special
rule for late certifications. If the certification of the adjusted funding
target attainment percentage for the prior Plan Year occurred after the first
day of the 10th month of that prior Plan Year, the Plan is treated as if no such
certification was made, unless the certification took into account the effect of
any unpredictable contingent event benefits that are permitted to be paid based
on unpredictable contingent events that occurred, and any Plan amendments that
became effective, during the prior Plan Year but before the certification (and
any associated Code Section 436 contributions).
 
 (iii)           
No certification for preceding year issued during preceding year.
 
 (A)           Deemed
percentage continues. In any case in which the Plan’s enrolled actuary has not
issued a certification under Regulations Section 1.436-1(h)(4) of the “adjusted
funding target attainment percentage” of the Plan for the Plan Year preceding
the current Plan Year during that prior Plan Year, the presumed “adjusted
funding target attainment percentage” of the Plan for the current Plan Year is
equal to the presumed “adjusted funding target attainment percentage” that
applied on the last day of the preceding Plan Year until the presumed “adjusted
funding target attainment percentage” is changed under Regulations Section
1.436-1(h)(1)(iii)(B) or (h)(1)(iv).
 
 (B)           Enrolled
actuary’s certification in following year. In any case in which the Plan’s
enrolled actuary has issued the certification under paragraph (h)(4) of this
section of the adjusted funding target attainment percentage of the Plan for the
Plan Year preceding the current Plan Year on or after the first day of the
current Plan Year, the date of that prior Plan Year certification is a new
“Section 436 measurement date” for the current Plan Year. In such a case, the
presumed adjusted funding target attainment percentage for the current Plan Year
is equal to the prior Plan Year adjusted funding target attainment percentage
(reduced by 10 percentage points if paragraph (h)(2)(iv) of this section applies
to the Plan) until it is changed under paragraph (h)(1)(iv) of this section. The
rules of paragraph (h)(1)(ii)(B) of this section apply for purposes of
determining whether the enrolled actuary has issued a certification of the
adjusted funding target attainment percentage for the prior Plan Year during the
current Plan Year.
 
 (iv)           Duration
of use of presumed “adjusted funding target attainment percentage.” If this
paragraph (h)(1) applies to a Plan for a Plan Year, then the presumed “adjusted
funding target attainment percentage” determined under this paragraph (g)(1)
applies until the earliest of:
 
 (A)           The
first day of the 4th month of the Plan Year if paragraph (g)(2) of this section
applies;
 
 (B)           The
first day of the 10th month of the Plan Year if paragraph (g)(3) of this section
applies;
 
 (C)           The
date of a change in the presumed adjusted funding target attainment percentage
under Regulations Section 1.436-1(g)(4); or
  Page 14
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  (D)           The
date the enrolled actuary issues a certification under Regulations Section
1.436-1(h)(4) of the “adjusted funding target attainment percentage” for the
Plan Year.
 
 (2)           Presumption
of underfunding beginning on first day of 4th month for certain underfunded
plans. This paragraph (2) applies to a Plan for a Plan Year if the enrolled
actuary for the Plan has not issued a certification of the “adjusted funding
target attainment percentage” for the Plan Year before the first day of the 4th
month of the Plan Year,  and the Plan’s “adjusted funding target
attainment percentage” for the preceding Plan Year was either (1) at least sixty
percent (60%) but less than seventy percent (70%); or (2) at least eighty
percent (80%) but less than ninety percent (90%). This paragraph (2) also
applies to a Plan for the first effective Plan Year if the enrolled actuary for
the Plan has not issued a certification of the “adjusted funding target
attainment percentage” for the Plan Year before the first day of the 4th month
of the Plan Year,  and the prior Plan Year “adjusted funding target
attainment percentage” is at least seventy percent (70%) but less than eighty
percent (80%).
 
 (A)           Application
of this paragraph. If this paragraph (3) applies to a Plan for a Plan Year and
the date of the enrolled actuary’s certification of the “adjusted funding target
attainment percentage” for the prior Plan Year (taking into account the special
rules for late certifications under Regulations Section 1.436-1(h)(1)(ii)(B))
occurred before the first day of the 4th month of the current Plan Year, then,
commencing on the first day of the 4th month of the current Plan
Year:
 
 (1)           The
presumed “adjusted funding target attainment percentage” of the Plan for the
Plan Year is reduced by 10 percentage points; and
 
 (2)           The
first day of the 4th month of the Plan Year is a “Section 436 measurement
date.”
 
 (B)           
Certification for prior Plan Year. If this paragraph (2) applies to a Plan and
the date of the enrolled actuary’s certification of the “adjusted funding target
attainment percentage” for the prior Plan Year (taking into account the rules
for late certifications under Regulations Section 1.436-1(h)(1)(ii)(B)) occurs
on or after the first day of the 4th month of the current Plan Year, then,
commencing on the date of that prior Plan Year certification:
 
 (A)           The
presumed “adjusted funding target attainment percentage” of the Plan for the
current Plan Year is equal to 10 percentage points less than the prior Plan Year
“adjusted funding target attainment percentage”; and
 
 (B)           The
date of the prior Plan Year certification is a “Section 436 measurement
date.”
 
 (C)           Duration
of use of presumed “adjusted funding target attainment percentage.”
 If this
paragraph (2) applies to a Plan for a Plan Year, the presumed adjusted funding
target attainment percentage determined under this paragraph (2) applies until
the earliest of:
 (A)           The
first day of the 10th month of the Plan Year if paragraph (3) of this section
applies;
 
 (B)           The
date of a change in the presumed “adjusted funding target attainment percentage”
under Regulations Section 1.436-1(g)(4); or
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  (C)           The
date the enrolled actuary issues a certification under Regulations Section
1.436-1(h)(4) of the “adjusted funding target attainment percentage” for the
Plan Year.
 
 (3)           
Presumption of underfunding beginning on first day of 10th month. In any case in
which no certification of the specific adjusted funding target attainment
percentage for the current Plan Year under Regulations Section 1.436-1(h)(4) is
made with respect to the Plan before the first day of the 10th month of the Plan
Year, then, commencing on the first day of the 10th month of the current Plan
Year:
 
 (i)           The
presumed “adjusted funding target attainment percentage” of the Plan for the
Plan Year is presumed to be less than sixty percent (60%); and
 
 (ii)           The
first day of the 10th month of the Plan Year is a “Section 436 measurement
date.”
 
 (h)
              Treatment of Plan as of Close
      of Prohibited or Cessation
Period.
 
 (i)           Application
to prohibited payments and accruals.
 
 (A)           Resumption
of prohibited payments. If a limitation on prohibited payments under Section (d)
of this Article applied to a Plan as of a “Section 436 measurement date,” but
that limit no longer applies to the Plan as of a later “Section 436 measurement
date,” then the limitation on prohibited payments under the Plan does not apply
to benefits with “annuity starting dates” that are on or after that later
“Section 436 measurement date.” Any amendment to eliminate an optional form of
benefit that contains a prohibited payment with respect to an “annuity starting
date” during a period in which the limitations of Code Section 436(d) and
Regulations Section 1.436-1(d) do not apply to the Plan is subject to the rules
of Code Section 411(d)(6).
 
 (B)           Resumption
of benefit accruals. If a limitation on benefit accruals under Regulations
Section 1.436-1(e) applied to a Plan as of a “Section 436 measurement date,” but
that limit no longer applies to the Plan as of a later “Section 436 measurement
date,” benefit accruals will not resume when the limitation ceases to apply,
unless elected under Section 2.4. The Plan will comply with the rules relating
to partial years of participation and the prohibition on double proration under
Department of Labor regulation 29 CFR Section 2530.204-2(c) and
(d).
 
 (ii)           Missed
benefit accruals.  Subject to the rules of Regulations Section
1.436-1(c)(3) and any election made at Amendment Section 2.4, the Plan will not
automatically restore benefit accruals that had been limited under Code Section
436(e) as of the “Section 436 measurement date” that the limitation ceases to
apply.
 
 (iii)           Shutdown
and other unpredictable contingent event benefits. If unpredictable contingent
event benefits with respect to an unpredictable contingent event that occurs
during the Plan Year are not permitted to be paid after the occurrence of the
event because of the limitations of Code Section 436(b) and Regulations Section
1.436-1(b), but are permitted to be paid later in the Plan Year as a result of
additional contributions under Regulations Section 1.436-1(f)(2) or pursuant to
the enrolled actuary’s certification of the “adjusted funding target attainment
percentage” for the Plan Year that meets the requirements of paragraph
(g)(5)(ii)(B) of this section, then those unpredictable contingent event
benefits must automatically become payable, retroactive to the period those
benefits would have been payable under the terms of the Plan (other than Plan
terms implementing the requirements of Code Section 436(b)). If the benefits do
not become payable during the Plan Year in accordance with the preceding
sentence, then the Plan is treated as if it does not provide for those benefits.
However, all or any portion of those benefits can be restored pursuant to a Plan
amendment that meets the requirements of Code Section 436(c) and Regulations
Section 1.436-1(c) and other applicable qualification requirements.
  
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  (iv)           Treatment
of Plan amendments that do not take effect. If a Plan amendment does not take
effect as of the effective date of the amendment because of the limitations of
Code Section 436(c) and Regulations Section 1.436-1, but is permitted to take
effect later in the Plan Year as a result of additional contributions under
paragraph Regulations Section 1.436-1(f)(2) or pursuant to the enrolled
actuary’s certification of the “adjusted funding target attainment percentage”
for the Plan Year that meets the requirements of paragraph Regulations Section
1.436-1(g)(5)(ii)(C), then the Plan amendment must automatically take effect as
of the first day of the Plan Year (or, if later, the original effective date of
the amendment).  If the Plan amendment cannot take effect during the
Plan Year, then it must be treated as if it were never adopted, unless the Plan
amendment provides otherwise.
 
 (i)
              Definitions.
 
 (1)           The
term “adjusted funding target attainment percentage” means the “funding target
attainment percentage” which is determined under paragraph (2) by increasing
each of the amounts under subparagraphs (A) and (B) of Code Section 430(d)(2) by
the aggregate amount of purchases of annuities for employees other than highly
compensated employees (as defined in Code Section 414(q)) which were made by the
Plan during the preceding two (2) Plan Years.
 
 (A)           The
term “funding target attainment percentage” has the same meaning given such term
by Code Section 430(d)(2) and the Regulations thereunder, except as otherwise
provided herein. However, in the case of Plan Years beginning in 2008, the
“funding target attainment percentage” for the preceding Plan Year may be
determined using such methods of estimation as the Secretary may
provide.
 
 (B)           Application
to plans which are fully funded without regard to reductions for funding
balances.
 
 (1)           In
general. In the case of a Plan for any Plan Year, if the “funding target
attainment percentage” is one hundred percent (100%) or more (determined without
regard to the reduction in the value of assets under Code Section 430(f)(4)),
the “funding target attainment percentage” for purposes of paragraphs (1) and
(1)(A) above shall be determined without regard to such reduction.
 
 (2)           Transition
rule. Subparagraph (B)(1) shall be applied to Plan Years beginning after 2007
and before 2011 by substituting for “one hundred percent (100%)” the applicable
percentage determined in accordance with the following table:
  In
      the case of a Plan Year
                The
      applicable percentage is:beginning
      in calendar year:2008
                92%2009
                94%2010
                96%
 
 (3)           Subparagraph
(B)(2) shall not apply with respect to any Plan Year beginning after 2008 unless
the “funding target attainment percentage” (determined without regard to the
reduction in the value of assets under Code Section 430(f)(4)) of the Plan for
each preceding Plan Year beginning after 2007 was not less than the applicable
percentage with respect to such preceding Plan Year determined under
subparagraph (B)(2).
  Page 17
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  (2)           Section
436 measurement date. A “Section 436 measurement date” is the date that is used
to determine when the limitations of Code Sections 436(d) and 436(e) apply or
cease to apply, and is also used for calculations with respect to applying the
limitations of Sections (b) and (c) of this Article.
 
 (3)           Annuity
starting date. The term “annuity starting date” means the annuity starting date
as defined in Regulations Section 1.436-1(j)(2).
 
 (4)           Unpredictable
contingent event benefit. The term “unpredictable contingent event benefit”
means an unpredictable contingent event as defined in Regulations Section
1.436-1(j)(9).
 
 ARTICLE
XII
 HEART
ACT PROVISIONS
 
 12.1
              Death benefits. In the
      case of a death or disability occurring on or after January 1, 2007, if a
      participant dies while performing qualified military service (as defined
      in Code Section 414(u)), the survivors of the Participant are entitled to
      any additional benefits (other than benefit accruals relating to the
      period of qualified military service) provided under the Plan as if the
      participant had resumed and then terminated employment on account of
      death.
 
 12.2
              Benefit accrual. If,
      pursuant to Amendment Section 2.5, the Employer elects to apply this
      Section 12.2, then for benefit accrual purposes, the Plan treats an
      individual who, on or after January 1, 2007, dies or becomes disabled (as
      defined under the terms of the Plan) while performing qualified military
      service with respect to the Employer as if the individual had resumed
      employment in accordance with the individual’s reemployment rights under
      USERRA, on the day preceding death or disability (as the case may be) and
      terminated employment on the actual date of death or
      disability.
 
 (a)
              Determination of
      benefits. The Plan will determine the amount of Employee
      contributions of an individual treated as reemployed under this Section
      12.2 for purposes of applying Code Section 414(u)(8)(C) on the basis of
      the individual’s average actual employee contributions for the lesser of:
      (i) the 12-month period of service with the Employer immediately prior to
      qualified military service; or (ii) if service with the Employer is less
      than such 12-month period, the actual length of continuous service with
      the Employer.
 
 12.3
              Differential wage
      payments. For years beginning after December 31, 2008, (i) an
      individual receiving a differential wage payment, as defined by Code
      Section 3401(h)(2), shall be treated as an Employee of the Employer making
      the payment, (ii) the differential wage payment shall be treated as
      compensation, and (iii) the Plan shall not be treated as failing to meet
      the requirements of any provision described in Code Section 414(u)(1)(C)
      by reason of any contribution or benefit which is based on the
      differential wage payment.
 
 ARTICLE
XIII
 CHANGE
IN APPLICABLE INTEREST RATE AND
 APPLICABLE
MORTALITY ASSUMPTION
 
 13.1
              Effective date. Except
      as provided by the Pension Benefit Guaranty Corporation (PBGC) and IRS,
      the limitations of this Article shall first apply in determining the
      amount payable to a Participant having an annuity starting date in a Plan
      Year beginning on or after January 1,
2008.
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  13.2
              Applicable interest
      rate. For purposes of the Plan's provisions relating to the
      calculation of the present value of a benefit payment that is subject to
      Code Section 417(e), as well as any other Plan provision referring
      directly or indirectly to the "applicable interest rate" or "applicable
      mortality table" used for purposes of Code Section 417(e), any provision
      prescribing the use of the annual rate of interest on 30-year U.S.
      Treasury securities shall be implemented by instead using the rate of
      interest determined by applicable interest rate described by Code Section
      417(e) after its amendment by PPA. Specifically, the applicable interest
      rate shall be the adjusted first, second, and third segment rates applied
      under the rules similar to the rules of Code Section 430(h)(2)(C) for the
      calendar month (lookback month) before the first day of the Plan Year in
      which the annuity starting date occurs (stability period), or such other
      lookback month and stability period as elected in Amendment Section 2.6.
      For this purpose, the first, second, and third segment rates are the
      first, second, and third segment rates which would be determined under
      Code Section 430(h)(2)(C) if:
 
 (a)
              Code
      Section 430(h)(2)(D) were applied by substituting the average yields for
      the month described in the preceding paragraph for the average yields for
      the 24-month period described in such section,
  and
 
 (b)
              Code
      Section 430(h)(2)(G)(i)(II) were applied by substituting "Section
      417(e)(3)(A)(ii)(II) for "Section 412(b)(5)(B)(ii)(II),"
    and
 
 (c)
              The
      applicable percentage under Code Section 430(h)(2)(G) is treated as being
      20% in 2008, 40% in 2009, 60% in 2010, and 80% in
  2011.
 
 13.3
              Applicable mortality
      assumption. For purposes of the Plan's provisions relating to the
      calculation of the present value of a benefit payment that is subject to
      Code Section 417(e), as well as any other Plan provision referring
      directly or indirectly to the "applicable interest rate," any provision
      directly or indirectly prescribing the use of the mortality table
      described in RevenueRuling 2001-62 shall be amended to prescribe the use of the
      applicable annual mortality table within the meaning of Code Section
      417(e)(3)(B), as initially described in Revenue Ruling
      2007-67.
 
 ARTICLE
XIV
 CASH
BALANCE PLAN PROVISIONS
 
 14.1
              Effective date. If
      elected in Amendment Section 2.7, the provisions of this Article shall be
      effective with respect to distributions made after August 17, 2006, except
      as otherwise specified in this
Article.
 
 14.2
              Determination of present value
      of accrued benefit. Notwithstanding any provision of the Plan to
      the contrary (including the Plan provisions relating to Code Section
      417(e)), effective with respect to distributions made after August 17,
      2006, the present value of a participant’s accrued benefit for purposes of
      making a distribution of a Participant's entire vested accrued benefit
      (including for purposes of complying with the requirements of Code Section
      417(e)), shall be equal to the Participant's hypothetical account
      balance.
 
 Notwithstanding
the foregoing, the present value of a Participant’s accrued benefit for purposes
of making a distribution of a Participant’s entire vested accrued benefit shall
also include the actuarial equivalent (using the provisions of the Plan for
determining actuarial equivalence) of the excess, if any, of the Participant’s
accrued benefit as of the determination date less the portion of the accrued
benefit attributable to the Participant’s hypothetical account balance (i.e.,
the portion of the accrued benefit attributable to the top-heavy minimum
benefit).
 
 Page 19
of 21
 PPA
and HEART Act Amendment
 
 14.3
              Vesting. Except as
      otherwise elected in Amendment Section 2.7, the Plan's vesting schedule is
      modified to the extent necessary to provide that all Participants who have
      an Hour of Service after the effective date of this subsection and who are
      credited with at least three (3) years of service for vesting purposes
      shall be one hundred percent (100%) vested in their accrued benefits
      derived from Employer pay-based credits. The provisions of this subsection
      are generally effective for Plan Years ending after June 29, 2005.
      However, for Plans in existence on June 29, 2005, this subsection shall
      only be effective with respect to Plan Years, and Participants who have an
      Hour of Service, after December 31,
2007.
 
 14.4
              Market Rate of Interest.
      The interest rate used for accumulating Participants' hypothetical account
      balances shall not exceed a market rate of return, and regardless of the
      rate specified in the Plan or in Amendment Section 2.7, an interest credit
      (or equivalent amount) of less than zero shall in no event result in the
      account balance or similar amount being less than the aggregate amount of
      contributions credited to the hypothetical account. Notwithstanding the
      foregoing, upon termination of the
Plan:
 
 (a)
              If
      the interest credit rate (or an equivalent amount) under the Plan is a
      variable rate, then the rate of interest used to determine accrued
      benefits under the Plan shall be equal to the average of the rates of
      interest used under the Plan during the 5-year period ending on the
      termination date; and
 
 (b)
              The
      interest rate and mortality table used to determine the amount of any
      benefit under the Plan payable in the form of an annuity payable at normal
      retirement age shall be the rate and table specified under the Plan for
      such purpose as of the termination date, except that if such interest rate
      is a variable rate, the interest rate shall be determined under the rules
      of subclause (a).
 
 * * * * *
*
 
 
 This
amendment has been executed this 23rd day
of
 December,
2009.
 
 Name of
Plan: Presidential Realty Corporation Defined Benefit Plan
 
 Name of
Employer: Presidential Realty Corporation
 
 
 By: /s/ Jeffrey F. Joseph,
President
 EMPLOYER
 
 
 
 
 
 Name of
Participating Employer, if any:
 
 
 By:
 PARTICIPATING
EMPLOYER
 
 Page 20
of 21
  PRESIDENTIAL
REALTY CORPORATION
 ADOPTING
RESOLUTION
 
 
 The undersigned authorized
representative of Presidential Realty Corporation (the “Employer”) hereby
certifies that the following resolutions were duly adopted by the Employer on
December 14, 2009, and that such resolutions remain in full force and
effect:
 
 WHEREAS, the Employer sponsors
the Presidential Realty Corporation Defined Benefit Plan (the “Plan”) for the
benefit of the Employer’s eligible employees and their beneficiaries;
and
 
 WHEREAS, the Employer desires
to adopt “good faith” amendments (the “PPA Good Faith Amendment”) in order to
comply with relevant provisions of the Pension Protection Act of
2006,  the Worker, Retiree and Employer Recovery Act of 2008 and the
Heroes Earnings Assistance and Relief Tax Act of 2008, and
 
 WHEREAS, the Plan reserves
unto the Employer the right to amend the Plan;
 
 NOW, THEREFORE, BE IT RESOLVED
that the Employer does hereby adopt the PPA Good Faith Amendment attached
hereto; and be it further
 
 RESOLVED, that the appropriate
officers of the Employer be, and they hereby are, authorized to perform any
lawful acts necessary or appropriate to implement the foregoing resolutions, and
any such acts previously done are hereby ratified, confirmed and
approved.
 
 
  By:
      /s/ Elizabeth
  DelgadoElizabeth Delgado,
      Secretary[print
      name/title]December
      23,
      2009Date