EXHIBIT 10.13 State
Bancorp, Inc. Employee Stock Ownership Plan (December 1, 2008 Restatement)

STATE
BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN

(December
1, 2008 Restatement)

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TABLE OF CONTENTS

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|----------------------------------------------- | --- | -------------------------------------------------------------------------- |  | --
|PREAMBLE                                        |     | 1                                                                         
|                                                |     |                                                                            |  |   
|ARTICLE I DEFINITIONS                           |     | 2                                                                         
|                                                |     |                                                                            |  |   
|                                                | 1.1 | Plan Definitions                                                           |  | 2 
|                                                | 1.2 | Interpretation                                                             |  | 11
|                                                |     |                                                                            |  |   
|ARTICLE II SERVICE                              |     | 12                                                                        
|                                                |     |                                                                            |  |   
|                                                | 2.1 | Special Definitions                                                        |  | 12
|                                                | 2.2 | Crediting of Hours of Service                                              |  | 13
|                                                | 2.3 | Limitations on Crediting of Hours of
 Service                              |  | 14
|                                                | 2.4 | Department of Labor Rules                                                  |  | 15
|                                                | 2.5 | Crediting of Continuous Service                                          |  | 15
|                                                | 2.6 | Crediting Eligibility Service                                              |  | 15
|                                                | 2.7 | Years of Vesting Service                                                   |  | 15
|                                                | 2.8 | Crediting of Hours of Service with Respect
 to Short Computation Periods |  | 15
|                                                | 2.9 | Crediting of Service on Transfer or Amendment                              |  | 16
|                                                |     |                                                                            |  |   
|ARTICLE III ELIGIBILITY                         |     | 17                                                                        
|                                                |     |                                                                            |  |   
|                                                | 3.1 | Eligibility                                                                |  | 17
|                                                | 3.2 | Transfers of Employment                                                    |  | 17
|                                                | 3.3 | Reemployment                                                               |  | 17
|                                                | 3.4 | Notification Concerning New Eligible
 Employees                            |  | 18
|                                                | 3.5 | Effect and Duration                                                        |  | 18
|                                                |     |                                                                            |  |   
|ARTICLE IV NO 401(k) CONTRIBUTIONS              |     | 19                                                                        
|                                                |     |                                                                            |  |   
|                                                | 4.1 | No Cash or Deferred Arrangement                                            |  | 19
|                                                |     |                                                                            |  |   
|ARTICLE V AFTER-TAX AND ROLLOVER
 CONTRIBUTIONS |     | 20                                                                        
|                                                |     |                                                                            |  |   
|                                                | 5.1 | No After-Tax Contributions                                                 |  | 20
|                                                | 5.2 | No Rollover Contributions                                                  |  | 20
|                                                |     |                                                                            |  |   
|ARTICLE VI EMPLOYER CONTRIBUTIONS               |     | 21                                                                        
|                                                |     |                                                                            |  |   
|                                                | 6.1 | Contribution Period                                                        |  | 21
|                                                | 6.2 | Amount and Allocation of Fixed
 Contributions                              |  | 21
|                                                | 6.3 | Amount and Allocation of Profit-Sharing
 Contributions                     |  | 21
|                                                | 6.4 | Verification of Amount of Employer
 Contributions by the Sponsor           |  | 22
|                                                | 6.5 | Payment of Employer Contributions                                          |  | 22
|                                                | 6.6 | Allocation Requirements for Employer
 Contributions                        |  | 22
|                                                | 6.7 | Exceptions to Allocation Requirements for
 Employer Contributions          |  | 23

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|                                                   |      |                                                                                                                                                                    |  |   
|-------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --
|                                                   | 6.8  | Vesting of Employer Contributions                                                                                                                                  |  | 23
|                                                   | 6.9  | 100% Vesting Events                                                                                                                                                |  | 24
|                                                   | 6.10 | Election of Former Vesting Schedule                                                                                                                                |  | 24
|                                                   |      |                                                                                                                                                                    |  |   
|ARTICLE VII LIMITATIONS ON CONTRIBUTIONS           |      | 26                                                                                                                                                                
|                                                   |      |                                                                                                                                                                    |  |   
|                                                   | 7.1  | Definitions                                                                                                                                                        |  | 26
|                                                   | 7.2  | Code Section 415 Limitations on Crediting
 of Contributions and Forfeitures                                                                                        |  | 29
|                                                   | 7.3  | Application of Code Section 415 Limitations
 Where Participant is Covered Under Other Qualified Defined Contribution Plan                                          |  | 30
|                                                   | 7.4  | Scope of Limitations                                                                                                                                               |  | 31
|                                                   | 7.5  | Code Section 1042 Sale Limitations                                                                                                                                 |  | 31
|                                                   |      |                                                                                                                                                                    |  |   
|ARTICLE VIII TRUST FUNDS AND ACCOUNTS              |      | 33                                                                                                                                                                
|                                                   |      |                                                                                                                                                                    |  |   
|                                                   | 8.1  | General Fund                                                                                                                                                       |  | 33
|                                                   | 8.2  | Investment Funds                                                                                                                                                   |  | 33
|                                                   | 8.3  | Employer Stock Investment Fund                                                                                                                                     |  | 33
|                                                   | 8.4  | Suspense Fund                                                                                                                                                      |  | 33
|                                                   | 8.5  | Income on Trust                                                                                                                                                    |  | 34
|                                                   | 8.6  | Accounts                                                                                                                                                           |  | 34
|                                                   | 8.7  | Sub-Accounts                                                                                                                                                       |  | 34
|                                                   | 8.8  | Company Stock Holding Account                                                                                                                                      |  | 34
|                                                   |      |                                                                                                                                                                    |  |   
|ARTICLE IX LIFE INSURANCE CONTRACTS                |      | 36                                                                                                                                                                
|                                                   |      |                                                                                                                                                                    |  |   
|                                                   | 9.1  | No Life Insurance Contracts                                                                                                                                        |  | 36
|                                                   |      |                                                                                                                                                                    |  |   
|ARTICLE X DEPOSIT AND INVESTMENT OF
 CONTRIBUTIONS |      | 37                                                                                                                                                                
|                                                   |      |                                                                                                                                                                    |  |   
|                                                   | 10.1 | Investment and Deposit of Certain
 Contributions                                                                                                                   |  | 37
|                                                   | 10.2 | Election to Transfer Employer Contributions
 to an Investment Fund (Diversification)                                                                               |  | 37
|                                                   | 10.3 | Exercise of Voting Rights with Respect to
 Employer Stock                                                                                                          |  | 37
|                                                   |      |                                                                                                                                                                    |  |   
|ARTICLE XI CREDITING AND VALUING ACCOUNTS          |      | 40                                                                                                                                                                
|                                                   |      |                                                                                                                                                                    |  |   
|                                                   | 11.1 | Crediting Accounts                                                                                                                                                 |  | 40
|                                                   | 11.2 | Valuing Accounts                                                                                                                                                   |  | 40
|                                                   | 11.3 | Plan Valuation Procedures                                                                                                                                          |  | 40
|                                                   | 11.4 | Finality of Determinations                                                                                                                                         |  | 41
|                                                   | 11.5 | Notification                                                                                                                                                       |  | 41
|                                                   | 11.6 | Disposition of Cash Dividends on Shares
 Allocated to Fixed Contributions, Prior Money Purchase Plan Contributions,
 and Profit-Sharing Contributions Sub-Accounts |  | 41
|                                                   | 11.7 | Disposition of Income Earned on Unallocated
 Employer Stock                                                                                                        |  | 42
|                                                   |      |                                                                                                                                                                    |  |   
|ARTICLE XII LOANS                                  |      | 43                                                                                                                                                                

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|                                                           |       |                                                                                         |  |   
|---------------------------------------------------------- | ----- | --------------------------------------------------------------------------------------- |  | --
|                                                           | 12.1  | No Loans                                                                                |  | 43
|                                                           |       |                                                                                         |  |   
|ARTICLE XIII WITHDRAWALS WHILE EMPLOYED                    |       | 44                                                                                     
|                                                           |       |                                                                                         |  |   
|                                                           | 13.1  | No In-Service Withdrawals                                                               |  | 44
|                                                           |       |                                                                                         |  |   
|ARTICLE XIV TERMINATION OF EMPLOYMENT AND
 SETTLEMENT DATE |       | 45                                                                                     
|                                                           |       |                                                                                         |  |   
|                                                           | 14.1  | Termination of Employment and Settlement
 Date                                          |  | 45
|                                                           | 14.2  | Separate Accounting for Non-Vested Amounts                                              |  | 45
|                                                           | 14.3  | Disposition of Non-Vested Amounts                                                       |  | 45
|                                                           | 14.4  | Treatment of Forfeited Amounts                                                          |  | 46
|                                                           | 14.5  | Allocations of Forfeitures                                                              |  | 46
|                                                           | 14.6  | Recrediting of Forfeited Amounts                                                        |  | 47
|                                                           |       |                                                                                         |  |   
|ARTICLE XV DISTRIBUTIONS                                   |       | 49                                                                                     
|                                                           |       |                                                                                         |  |   
|                                                           | 15.1  | Distributions to Normal Retirees and
 Disabled Participants                             |  | 49
|                                                           | 15.2  | Distributions to Participants Who Terminate
 Employment Prior to Normal Retirement Date |  | 49
|                                                           | 15.3  | Partial Distributions to Retired or
 Terminated Participants                            |  | 50
|                                                           | 15.4  | Distributions to Beneficiaries                                                          |  | 50
|                                                           | 15.5  | Code Section 401(a)(9) Requirements                                                     |  | 50
|                                                           | 15.6  | Cash Outs and Participant Consent                                                       |  | 55
|                                                           | 15.7  | Automatic Rollover of Mandatory
 Distributions                                          |  | 56
|                                                           | 15.8  | Required Commencement of Distribution                                                   |  | 56
|                                                           | 15.9  | Reemployment of a Participant                                                           |  | 56
|                                                           | 15.10 | Restrictions on Alienation                                                              |  | 56
|                                                           | 15.11 | Facility of Payment                                                                     |  | 57
|                                                           | 15.12 | Inability to Locate Payee and
 Non-Negotiated Checks                                    |  | 57
|                                                           | 15.13 | Distribution Pursuant to Qualified Domestic
 Relations Orders                           |  | 58
|                                                           |       |                                                                                         |  |   
|ARTICLE XVI FORM OF PAYMENT                                |       | 59                                                                                     
|                                                           |       |                                                                                         |  |   
|                                                           | 16.1  | Applicability                                                                           |  | 59
|                                                           | 16.2  | Normal Form of Payment                                                                  |  | 59
|                                                           | 16.3  | Optional Forms of Payment                                                               |  | 59
|                                                           | 16.4  | Change of Election                                                                      |  | 60
|                                                           | 16.5  | Direct Rollover                                                                         |  | 60
|                                                           | 16.6  | Notice Regarding Forms of Payment                                                       |  | 61
|                                                           | 16.7  | Reemployment                                                                            |  | 62
|                                                           | 16.8  | Distribution in the Form of Employer Stock                                              |  | 62
|                                                           | 16.9  | Put Option                                                                              |  | 62
|                                                           |       |                                                                                         |  |   
|ARTICLE XVII BENEFICIARIES                                 |       | 64                                                                                     
|                                                           |       |                                                                                         |  |   
|                                                           | 17.1  | Designation of Beneficiary                                                              |  | 64

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|                                      |       |                                                                  |  |   
|------------------------------------- | ----- | ---------------------------------------------------------------- |  | --
|                                      | 17.2  | Spousal Consent Requirements                                     |  | 64
|                                      | 17.3  | Revocation of Beneficiary Designation Upon
 Divorce              |  | 65
|                                      |       |                                                                  |  |   
|ARTICLE XVIII ADMINISTRATION          |       | 66                                                              
|                                      |       |                                                                  |  |   
|                                      | 18.1  | Authority of the Sponsor                                         |  | 66
|                                      | 18.2  | Discretionary Authority                                          |  | 66
|                                      | 18.3  | Action of the Sponsor                                            |  | 67
|                                      | 18.4  | Claims Review Procedure                                          |  | 67
|                                      | 18.5  | Special Rules Applicable to Claims Related
 to Investment Errors |  | 68
|                                      | 18.6  | Exhaustion of Remedies                                           |  | 69
|                                      | 18.7  | Qualified Domestic Relations Orders                              |  | 69
|                                      | 18.8  | Indemnification                                                  |  | 69
|                                      | 18.9  | Prudent Man Standard of Care                                     |  | 69
|                                      | 18.10 | Actions Binding                                                  |  | 70
|                                      |       |                                                                  |  |   
|ARTICLE XIX AMENDMENT AND TERMINATION |       | 71                                                              
|                                      |       |                                                                  |  |   
|                                      | 19.1  | Amendment by Plan Sponsor                                        |  | 71
|                                      | 19.2  | Limitation on Amendment                                          |  | 71
|                                      | 19.3  | Termination                                                      |  | 71
|                                      | 19.4  | Inability to Locate Payee on Plan
 Termination                   |  | 72
|                                      | 19.5  | Reorganization                                                   |  | 72
|                                      | 19.6  | Withdrawal of an Employer                                        |  | 72
|                                      |       |                                                                  |  |   
|ARTICLE XX ADOPTION BY OTHER ENTITIES |       | 74                                                              
|                                      |       |                                                                  |  |   
|                                      | 20.1  | Adoption by Related Companies                                    |  | 74
|                                      | 20.2  | Effective Plan Provisions                                        |  | 74
|                                      |       |                                                                  |  |   
|ARTICLE XXI MISCELLANEOUS PROVISIONS  |       | 75                                                              
|                                      |       |                                                                  |  |   
|                                      | 21.1  | No Commitment as to Employment                                   |  | 75
|                                      | 21.2  | Benefits                                                         |  | 75
|                                      | 21.3  | No Guarantees                                                    |  | 75
|                                      | 21.4  | Expenses                                                         |  | 75
|                                      | 21.5  | Precedent                                                        |  | 75
|                                      | 21.6  | Duty to Furnish Information                                      |  | 76
|                                      | 21.7  | Merger, Consolidation, or Transfer of Plan
 Assets               |  | 76
|                                      | 21.8  | Condition on Employer Contributions                              |  | 76
|                                      | 21.9  | Return of Contributions to an Employer                           |  | 76
|                                      | 21.10 | Validity of Plan                                                 |  | 77
|                                      | 21.11 | Trust Agreement                                                  |  | 77
|                                      | 21.12 | Parties Bound                                                    |  | 77
|                                      | 21.13 | Application of Certain Plan Provisions                           |  | 77
|                                      | 21.14 | Merged Plans                                                     |  | 77
|                                      | 21.15 | Transferred Funds                                                |  | 78
|                                      | 21.16 | Veterans Reemployment Rights                                     |  | 78

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|                                  |       |                                                        |  |   
|--------------------------------- | ----- | ------------------------------------------------------ |  | --
|                                  | 21.17 | Delivery of Cash Amounts                               |  | 78
|                                  | 21.18 | Written Communications                                 |  | 78
|                                  | 21.19 | Plan Correction Procedures                             |  | 79
|                                  | 21.20 | Prohibited Obligations                                 |  | 79
|                                  |       |                                                        |  |   
|ARTICLE XXII TOP-HEAVY PROVISIONS |       | 80                                                    
|                                  |       |                                                        |  |   
|                                  | 22.1  | Definitions                                            |  | 80
|                                  | 22.2  | Applicability                                          |  | 81
|                                  | 22.3  | Minimum Employer Contribution                          |  | 82
|                                  | 22.4  | Exclusion of Collectively-Bargained
 Employees         |  | 82
|                                  |       |                                                        |  |   
|ARTICLE XXIII EXEMPT LOANS        |       | 83                                                    
|                                  |       |                                                        |  |   
|                                  | 23.1  | Purpose of Exempt Loan                                 |  | 83
|                                  | 23.2  | Restrictions on Exempt Loans                           |  | 83
|                                  | 23.3  | Sale or Repurchase of Shares of Employer
 Stock        |  | 84
|                                  |       |                                                        |  |   
|ADDENDUM                          |       | 86                                                    
|                                  |       |                                                        |  |   
|                                  | A.1   | Applicability                                          |  | 86
|                                  | A.2   | Definitions                                            |  | 86
|                                  | A.3   | Normal Form of Payment                                 |  | 87
|                                  | A.4   | Change of Election                                     |  | 87
|                                  | A.5   | Automatic Annuity Requirements                         |  | 87
|                                  | A.6   | Qualified Preretirement Survivor Annuity
 Requirements |  | 88
|                                  | A.7   | Notice Regarding Forms of Payment                      |  | 88

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PREAMBLE

The State
Bancorp, Inc. Employee Stock Ownership Plan, originally effective as of June 1,
1976, is hereby amended and restated in its entirety. This amendment and
restatement shall be effective as of December 1, 2008. The Plan, as amended and
restated hereby, is intended to qualify as a profit-sharing plan under Code
Section 401(a) and as an employee stock ownership plan satisfying the
requirements of Code Section 4975(e) designed to invest primarily in equity
securities of the Sponsor. The Plan is maintained for the exclusive benefit of
eligible Employees and their Beneficiaries.

Notwithstanding
any other provision of the Plan to the contrary, a Participants vested
interest in his Account under the Plan on and after the effective date of this
amendment and restatement shall be not less than his vested interest in his
account on the day immediately preceding the effective date. Any provision of
the Plan that restricted or limited withdrawals, loans, or other distributions,
or otherwise required separate accounting with respect to any portion of a
Participants Account immediately prior to the later of the effective date of
this amendment and restatement or the date this amendment and restatement is
adopted and the elimination of which would adversely affect the qualification
of the Plan under Code Section 401(a) shall continue in effect with respect to
such portion of the Participants Account as if fully set forth in this
amendment and restatement.

The Plan also
includes assets previously transferred from another plan. In addition to the
provisions otherwise set forth in the Plan, the provisions in effect under such
other plan prior to the date such plan assets were transferred to the Plan, as
contained in an Addendum to the Plan, shall continue in effect.

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ARTICLE
I
DEFINITIONS

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|1.1 | Plan Definitions

As used
herein, the following words and phrases have the meanings hereinafter set
forth, unless a different meaning is plainly required by the context:

An Account means the account maintained by
the Trustee in the name of a Participant that reflects his interest in the
Trust and any Sub-Accounts maintained thereunder, as provided in Article VIII.

An Administrative Delegate means one or more
persons or institutions to which the Administrator has delegated certain
administrative functions pursuant to a written agreement.

The Administrator means the Sponsor unless the
Sponsor designates another person or persons to act as such.

An After-Tax Contribution means any after-tax
employee contribution made by a Participant to the Plan as may be permitted
under Article V or as may have been permitted under the terms of the Plan prior
to this amendment and restatement or any after-tax employee contribution made
by a Participant to another plan that is transferred directly to the Plan.

The Beneficiary of a Participant means the
person or persons entitled under the provisions of the Plan to receive
distribution hereunder in the event the Participant dies before receiving
distribution of his entire interest under the Plan.

A
Participants Benefit Payment Date
means (i) if payment is made through the purchase of an annuity, the first day
of the first period for which the annuity is payable or (ii) if payment is made
in any other form, the first day on which all events have occurred which
entitle the Participant to receive payment of his benefit.

A Break in Service means any computation
period (as defined in Section 2.1 for purposes of determining years of
Vesting Service) during which an Employee completes no more than 500 Hours of
Service except that no Employee shall incur a Break in Service solely by reason
of temporary absence from work not exceeding 12 months resulting from
illness, layoff, or other cause if authorized in advance by an Employer or a
Related Company pursuant to its uniform leave policy, if his employment shall
not otherwise be terminated during the period of such absence.

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The Code means the Internal Revenue Code of
1986, as amended from time to time. Reference to a Code section includes such
section and any comparable section or sections of any future legislation that
amends, supplements, or supersedes such section.

The Company
Stock Holding Account means the account established pursuant to
Section 8.7, which is intended to hold the unallocated shares of Employer Stock
purchased to fund annual Employer Contribution obligations.

The Compensation of a Participant for any
period means the wages as defined in Code Section 3401(a), determined without
regard to any rules that limit compensation included in wages based on the
nature or location of the employment or services performed, and all other
payments made to him for such period for services as a Covered Employee for
which his Employer is required to furnish the Participant a written statement
under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly referred to as W-2
earnings), including overtime, bonuses, and commissions.

Notwithstanding
the foregoing, Compensation shall not include the following: (i) imputed
income; (ii) reimbursed expenses; (iii) severance pay; (iv) disability payments
from any insurance company; (v) contributions to a deferred compensation plan;
(vi) amounts realized in connection with stock options; (vii) any other
contributions or benefits from this Plan or any other employee benefit plan of
an Employer; and (viii) other such payments as determined by the Administrator
under uniform rules applicable to all Participants.

Compensation
also includes: (i) any elective deferral, as defined in Code Section 402(g)(3);
(ii) any amount contributed or deferred by the Employer at the Participants
election which is not includable in the Participants gross income by reason of
Code Section 125, 132(f)(4), or 457; and (iii) certain contributions described
in Code Section 414(h)(2) that are picked up by the employing unit and treated
as employer contributions. Such amounts shall be included in Compensation only
to the extent that they would otherwise have been included in Compensation as
defined above.

Notwithstanding
any other provision of the Plan to the contrary, effective for Plan Years
beginning on and after January 1, 2009, if a Participant has a severance from
employment (as defined in Treasury Regulations Section 1.415(a)-1(f)(5)) with the
Employers and all Related Companies, Compensation shall not include amounts
received by the Participant following such severance from employment except as
provided below:

| |   |                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Compensation
 shall include amounts paid by an Employer to a Participant who is not
 performing services for the Employer due to qualified military service
 (within the meaning of Code Section 414(u)(1)), but only to the extent such
 amounts do not exceed the amounts the Participant would have received if he
 had continued in employment with the Employer.

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Notwithstanding
any other provision of the Plan to the contrary, Compensation does not include
differential pay, as defined hereunder. For purposes of this paragraph,
differential pay means any payment made to the Participant by the Employer
after December 31, 2008, with respect to a period during which the Participant
is performing service in the uniformed services, that represents all or a
portion of the wages the Participant would have received if he had continued
employment with the Employer as a Covered Employee.

In no event,
however, shall the Compensation of a Participant taken into account under the
Plan for any Plan Year exceed the limit in effect under Code Section 401(a)(17)
($230,000 for Plan Years beginning in 2008, subject to adjustment annually as
provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the
dollar increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year). If the Compensation
of a Participant is determined over a period of time that contains fewer than
12 calendar months, then the annual compensation limitation described above
shall be adjusted with respect to that Participant by multiplying the annual compensation
limitation in effect for the Plan Year by a fraction the numerator of which is
the number of full months in the period and the denominator of which is 12;
provided, however, that no proration is required for a Participant who is
covered under the Plan for less than one full Plan Year if the formula for
allocations is based on Compensation for a period of at least 12 months.

A Contribution Period means the period
specified in Article VI for which Employer Contributions shall be made.

A Covered Employee means any Employee of an
Employer. Notwithstanding the foregoing, the term Covered Employee shall not
include the following:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any
 individual with respect to whom an Employer does not withhold income or
 employment taxes and file Form W-2 (or any replacement Form) with the
 Internal Revenue Service because such individual has executed a contract,
 letter of agreement, or other document acknowledging his status as an
 independent contractor who is not entitled to benefits under the Plan or is otherwise
 not classified by his Employer as a common law employee, even if such
 individual is later adjudicated to be a common law employee of his Employer,
 unless and until the Employer extends coverage to such individual;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | any Leased
 Employee; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | any
 Self-Employed Individual.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

The term
Covered Employee shall include any Employee who is covered by a collective
bargaining agreement with the Employer only if and to the extent such
collective bargaining agreement provides for coverage under the Plan.

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Disabled means a Participant can no longer
continue in the service of his employer because of a mental or physical
condition that is likely to result in death or is expected to be of
long-continued or indefinite duration. A Participant shall be considered
Disabled only if:

| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| |  | He is
 eligible to receive a disability benefit under the terms of the Social
 Security Act.

A Disqualified
Person means any person who is a disqualified person under Code
Section 4975(e)(2), including: (i) any person who is a fiduciary with respect
to the Plan, (ii) any person providing services to the Plan; (iii) any Employer
under the Plan; (iv) any employee organization any of whose members are covered
under the Plan; (v) any owner (direct or indirect) of 50 percent or more of the
total combined voting power of all classes of voting stock or of the total
value of all classes of stock of an Employer; (vi) any officer, director or ten
percent shareholder of an Employer; and (vii) any Highly Compensated Employee
earning ten percent or more of an Employers yearly wages.

A Dividend
Reinvestment Account means the separate Sub-Account established for
each Participant that reflects his share of the Trust attributable to dividends
paid on Employer Stock on or after January 1, 2002 that have been reinvested in
Employer Stock. Each Participants Dividend Reinvestment Account shall be 100%
vested and non-forfeitable.

The Earned Income of an individual means the
net earnings from self employment in the trade or business with respect to
which the Plan is established, for which personal services of the individual
are a material income producing factor. Net earnings will be determined without
regard to items not included in gross income and the deductions allocable to
such items. Net earnings are reduced by contributions by the individuals
Employer to a qualified plan to the extent the contributions are deductible
under Code Section 404. Net earnings shall be determined with regard to the
deduction allowed to the taxpayer by Code Section 164(f).

An Eligible Employee means any Covered
Employee who has met the eligibility requirements of Article III to participate
in the Plan.

The Eligibility Service of an Employee means
the period or periods of service credited to him under the provisions of
Article II for purposes of determining his eligibility to participate in the
Plan as may be required under Article III.

An Employee means any common law employee of
an Employer or a Related Company, any Self-Employed Individual, and any Leased
Employee.

An Employer means the Sponsor and any entity
which has adopted the Plan as may be provided under Article XX, including State
Bank of Long Island, New Hyde Park

|    |   |     
|--- | - | ----
|KP6 | 5 | 6189

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Leasing
Corporation, SB ORE Corp., SB Portfolio Management Corp., SB Financial Services
Corp., and Studebaker-Worthington Leasing Corp.

An Employer Contribution means the amount, if
any, that an Employer contributes to the Plan on behalf of its Eligible
Employees in accordance with the provisions of Article VI or Article XXII and
that an Eligible Employee may not elect instead to receive in cash.

Employer
Stock means common stock issued by an Employer or a Related Company
that is readily tradable on an established securities market. If there is no
common stock of an Employer or a Related Company that is readily tradable on an
established securities market, then Employer Stock means common stock of an
Employer or a Related Company having a combination of voting and dividend
rights equal to or in excess of (i) the class of common stock having the
greatest voting power and (ii) the class of common stock having the greatest
dividend rights. Noncallable preferred stock is deemed to be Employer Stock if
it is convertible at any time to stock that constitutes Employer Stock and such
conversion is at a reasonable price, determined as of the date such preferred
stock is acquired by the Trust Fund. For purposes of the foregoing, preferred
stock is treated as noncallable if after any call there is a reasonable
opportunity for conversion that meets the requirements of the preceding
sentence.

An Enrollment Date means December 31 of each
calendar year, subject to the provisions of Section 3.1.

ERISA means the Employee Retirement Income
Security Act of 1974, as amended from time to time. Reference to a section of
ERISA includes such section and any comparable section or sections of any
future legislation that amends, supplements, or supersedes such section.

An Exempt Loan
means any loan made to the Plan by a Disqualified Person or guaranteed by a
Disqualified Person that satisfies the requirements of IRS Regulations Section
54.4975-7(b), including a direct loan of cash, a purchase-money transaction, or
an assumption of an obligation of the Trust.

A Fixed Contribution means any Employer
Contribution made to the Plan as provided in Section 6.2 that is not contingent
upon a Participants elective contributions or employee contributions as
those terms are defined in Section 7.1.

The General Fund means a Trust Fund maintained
by the Trustee as required to hold and administer any assets of the Trust that
are not allocated among any separate Investment Funds as may be provided in the
Plan or the Trust Agreement. No General Fund shall be maintained if all assets
of the Trust are allocated among separate Investment Funds.

|    |   |     
|--- | - | ----
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---



A Highly Compensated Employee means any
Covered Employee who is a highly compensated active employee as defined
hereunder.

A highly
compensated active employee includes any Covered Employee who performs
services for an Employer or any Related Company during the Plan Year and who
(i) was a five percent owner at any time during the Plan Year or the look back
year or (ii) received compensation from the Employers and Related Companies
during the look back year in excess of the dollar amount in effect under Code
Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g.,
$105,000 for look back years beginning in 2008).

The
determination of who is a Highly Compensated Employee hereunder shall be made
in accordance with the provisions of Code Section 414(q) and regulations issued
thereunder.

For purposes
of this definition, the following terms have the following meanings:

| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | An
 Employees compensation means his 415 compensation as defined in Section
 7.1.
| |   |                                                                                       
| |  | The look
 back year means the 12-month period immediately preceding the Plan Year.  

An Hour of Service with respect to an
Employee means each hour, if any, that may be credited to him in accordance
with the provisions of Article II.

An Investment Fund means any separate
investment Trust Fund maintained by the Trustee as may be provided in the Plan
or the Trust Agreement or any separate investment fund maintained by the
Trustee, to the extent that there are Participant Sub-Accounts under such
funds, to which assets of the Trust may be allocated and separately invested.

A Leased Employee means any person (other than an excludable
leased employee) who performs services for an Employer or a Related Company
(the recipient) (other than an employee of the recipient) pursuant to an
agreement between the recipient and any other person (the leasing
organization) on a substantially full-time basis for a period of at least one
year, provided that such services are performed under primary direction of or
control by the recipient. An excludable leased employee means any Leased
Employee of the recipient who is (a) covered by a money purchase pension plan
maintained by the leasing organization which provides for (i) a nonintegrated
employer contribution on behalf of each participant in the plan equal to at
least ten percent of 415 compensation (as defined in Section 7.1), (ii) full
and immediate vesting, and (iii) immediate participation by employees of the
leasing organization or (b) performs substantially all of his services for
the leasing organization or (c) whose compensation from the leasing
organization in each Plan Year during the four-year period ending with

|    |   |     
|--- | - | ----
|KP6 | 7 | 6189

---



the Plan Year
is less than $1,000. Notwithstanding the foregoing, a person shall not be
treated as an excludable leased employee if Leased Employees (including any
individual who would otherwise be considered an excludable leased employee)
constitute more than 20 percent of the recipients nonhighly compensated work
force. For purposes of this Section, contributions or benefits provided to a
Leased Employee by the leasing organization that are attributable to services
performed for the recipient shall be treated as provided by the recipient.

Notwithstanding
the foregoing, if any person who performed services for a recipient pursuant
to an agreement between the recipient and the leasing organization becomes
a Covered Employee, all service performed by such person for the recipient
shall be treated as employment with an Employer as an Employee, even if
performed on less than a full-time basis, for less than a full year, or while
an excludable leased employee.

The Normal Retirement Date of an Employee
means the date he attains age 65.

A Participant means any person who has
satisfied the requirements of Article III to become an Eligible Employee and
who has an Account in the Trust.

The Plan means the State Bancorp, Inc.
Employee Stock Ownership Plan, as from time to time in effect.

A Plan Year means the 12-consecutive-month
period ending each December 31.

A Predecessor Employer means any company
that is a predecessor organization to an Employer under the Code, provided that
the Employer maintains a plan of such predecessor organization.

A Prior Money
Purchase Plan Contribution means any contribution, which was made
under the terms of the State Bank of Long Island Retirement Plan and Trust and
transferred to the Plan.

A Profit-Sharing Contribution means any
Employer Contribution made to the Plan as provided in Section 6.3 that is not
contingent upon a Participants elective contributions or employee
contributions as those terms are defined in Section 7.1.

A Qualified Joint and Survivor Annuity means
an immediate annuity payable at earliest retirement age under the Plan, as
defined in regulations issued under Code Section 401(a)(11), that is payable
for the life of a Participant with a survivor annuity payable for the life of
the Participants Spouse that is equal to at least 50 percent, but not more
than 100 percent, of the amount of the annuity payable during the joint lives
of the Participant and his Spouse. No survivor annuity shall be payable to the
Participants Spouse under a Qualified Joint and Survivor Annuity if such
Spouse is not the same person who was the Participants Spouse on his Benefit
Payment Date.

|    |   |     
|--- | - | ----
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A Qualified Preretirement Survivor Annuity
means an annuity payable for the life of a Participants surviving Spouse if
the Participant dies prior to his Benefit Payment Date.

A Related Company means any corporation or
business, other than an Employer, that would be aggregated with an Employer for
a relevant purpose under Code Section 414, including members of an affiliated
service group under Code Section 414(m), a controlled group of corporations
under Code Section 414(b), or a group of trades of businesses under common
control under Code Section 414(c) of which the adopting Employer is a member,
and any other entity required to be aggregated with the Employer pursuant to
Code Section 414(o).

A
Participants Required Beginning Date
means the following:

| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | for a
 Participant who is not a five percent owner, April 1 of the calendar year
 following the calendar year in which occurs the later of the Participants
 (i) attainment of age 70 1/2 or (ii) retirement.
| |   |                                                                                                                                                                                                                 
| |  | for a
 Participant who is a five percent owner, April 1 of the calendar year
 following the calendar year in which the Participant attains age 70 1/2.                                                        

A Participant
is a five percent owner if he is a five percent owner, as defined in Code
Section 416(i) and determined in accordance with Code Section 416, but without
regard to whether the Plan is top-heavy, for the Plan Year ending with or
within the calendar year in which the Participant attains age 70 1/2. The
Required Beginning Date of a Participant who is a five percent owner
hereunder shall not be redetermined if the Participant ceases to be a five
percent owner as defined in Code Section 416(i) with respect to any subsequent
Plan Year.

A Rollover Contribution means any rollover
contribution to the Plan made by a Participant as may be permitted under
Article V.

A Self-Employed Individual means any
individual who has Earned Income for the taxable year from the trade or
business with respect to which the Plan is established or who would have had
Earned Income but for the fact that the trade or business had no net profits
for the taxable year.

The Settlement Date of a Participant means the
date on which a Participants interest under the Plan becomes distributable in
accordance with Article XV.

A Single Life Annuity means an annuity
payable for the life of a Participant.

The Sponsor means State Bancorp, Inc., and any
successor thereto. The Sponsor is a C corporation.

|    |   |     
|--- | - | ----
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A
Participants Spouse means the
person of the opposite sex to whom the Participant is married in a legal union
between one man and one woman as husband and wife.

A Sub-Account means any of the individual
sub-accounts of a Participants Account that is maintained as provided in
Article VIII.

The Suspense
Fund means the Trust Fund established to hold Employer Stock
acquired with the proceeds of an Exempt Loan pending the release of such
Employer Stock from encumbrance and its allocation among Participants
Accounts.

The Trust means the trust, custodial accounts,
annuity contracts, or insurance contracts maintained by the Trustee under the
Trust Agreement.

The Trust Agreement means any agreement or
agreements entered into between the Sponsor and the Trustee relating to the
holding, investment, and reinvestment of the assets of the Plan, together with
all amendments thereto and shall include any agreement establishing a custodial
account, an annuity contract, or an insurance contract (other than a life,
health or accident, property, casualty, or liability insurance contract) for
the investment of assets if the custodial account or contract would, except for
the fact that it is not a trust, constitute a qualified trust under Code
Section 401.

The Trustee means the trustee or any successor
trustee which at the time shall be designated, qualified, and acting under the
Trust Agreement and shall include any insurance company that issues an annuity
or insurance contract pursuant to the Trust Agreement or any person holding
assets in a custodial account pursuant to the Trust Agreement. The Sponsor may
designate a person or persons other than the Trustee to perform any
responsibility of the Trustee under the Plan, other than trustee
responsibilities as defined in ERISA Section 405(c)(3), and the Trustee shall
not be liable for the performance of such person in carrying out such
responsibility except as otherwise provided by ERISA. The term Trustee shall
include any delegate of the Trustee as may be provided in the Trust Agreement.

A Trust Fund means any fund maintained under
the Trust by the Trustee.

A Valuation Date means each business day
during the Plan Year, and such other date or dates designated by the Sponsor
and communicated to the Trustee for the purpose of valuing the General Fund and
each Investment Fund and adjusting Accounts and Sub-Accounts hereunder, which
other dates need not be uniform with respect to the General Fund, each Investment
Fund, Account, or Sub-Account; provided, however, that the General Fund and
each Investment Fund shall be valued and each Account and Sub-Account shall be
adjusted no less often than once annually.

The Vesting Service of an Employee means the
period or periods of service credited to him under the provisions of Article II
for purposes of determining his vested interest in his Employer Contributions
Sub-Account.

|    |    |     
|--- | -- | ----
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---



|    |               
|--- | --------------
|1.2 | Interpretation

Where required
by the context, the noun, verb, adjective, and adverb forms of each defined
term shall include any of its other forms. Wherever used herein, the masculine
pronoun shall include the feminine, the singular shall include the plural, and
the plural shall include the singular.

|    |    |     
|--- | -- | ----
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---



ARTICLE II
SERVICE

|    |                    
|--- | -------------------
|2.1 | Special Definitions

For purposes
of this Article, the following terms have the following meanings:

A computation period for purposes of
determining an Employees years of Vesting Service means each Plan Year;
provided, however, that if an Employee first completed an Hour of Service prior
to the effective date of the Plan, a Plan Year shall not mean any short Plan
Year beginning on the effective date of the Plan, if any, but shall mean any
12-consecutive-month period beginning before the effective date of the Plan
that would have been a Plan Year if the Plan had been in effect.

The continuous service of an Employee means
the continuous service credited to him in accordance with the provisions of
this Article.

The employment commencement date of an
employee means the date he first completes an Hour of Service, as described in
Section 2.2(a).

A maternity/paternity absence means an
Employees absence from employment with an Employer or a Related Company
because of the Employees pregnancy, the birth of the Employees child, the
placement of a child with the Employee in connection with the Employees
adoption of the child, or the caring for the Employees child immediately
following the childs birth or adoption. An Employees absence from employment
will not be considered a maternity/paternity absence unless the Employee
furnishes the Administrator such timely information as may reasonably be
required to establish that the absence was for one of the purposes enumerated
in this paragraph and to establish the number of days of absence attributable
to such purpose.

The reemployment commencement date of an
Employee means the first date following a service break on which he again
completes an Hour of Service, as described in Section 2.2(a).

A service break with respect to an Employee
means any 12-consecutive-month period beginning on the Employees severance
date and anniversaries of his severance date in which he does not complete
an Hour of Service, as described in Section 2.2(a).

The severance date of an Employee means the
earlier of (i) the date on which he retires, dies, or his employment with all
Employers and Related Companies is otherwise terminated, or (ii) the first
anniversary of the first date of a period during which he is absent from work
with all Employers and Related Companies for any other reason; provided,
however, that if he terminates employment with or is absent from work with all
Employers and Related Companies on account of service with the armed forces of
the

|    |    |     
|--- | -- | ----
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---



United States,
he shall not incur a severance date if he is eligible for reemployment rights
under the Uniformed Services Employment and Reemployment Rights Act of 1994 and
he returns to work with an Employer or a Related Company within the period
during which he retains such reemployment rights, but, if he does not return to
work within such period, his severance date shall be the earlier of the date
which is one year after his absence commenced or the last day of the period
during which he retains such reemployment rights.

|    |                              
|--- | -----------------------------
|2.2 | Crediting of Hours of Service

An Employee
shall be credited with an Hour of Service for:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Each hour
 for which he is paid, or entitled to payment, for the performance of duties
 for an Employer, a Predecessor Employer, or a Related Company during the
 applicable period; provided, however, that hours compensated at a premium
 rate shall be treated as straight-time hours.                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Subject to
 the provisions of Section 2.3, each hour for which he is paid, or entitled to
 payment, by an Employer, a Predecessor Employer, or a Related 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), lay-off, jury
 duty, military duty, or leave of absence.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | Each hour
 for which he would have been scheduled to work for an Employer, a Predecessor
 Employer, or a Related Company during the period that he is absent from work
 because of service with the armed forces of the United States provided he is
 eligible for reemployment rights under the Uniformed Services Employment and
 Reemployment Rights Act of 1994 and returns to work with an Employer or a
 Related Company within the period during which he retains such reemployment
 rights; provided, however, that the same Hour of Service shall not be
 credited under paragraph (b) of this Section and under this paragraph (c).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d) | Each hour
 for which back pay, irrespective of mitigation of damages, is either awarded
 or agreed to by an Employer, a Predecessor Employer, or a Related Company;
 provided, however, that the same Hour of Service shall not be credited both
 under paragraph (a) or (b) or (c) of this Section, as the case may be, and
 under this paragraph (d); and provided, further, that the crediting of Hours
 of Service for back pay awarded or agreed to with respect to periods
 described in such paragraph (b) shall be subject to the limitations set forth
 therein and in Section 2.3.                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(e) | Solely for
 purposes of determining whether an Employee who is on a maternity/paternity
 absence has incurred a Break in Service for a computation period, Hours of
 Service shall include those hours with which such Employee                                                                                                                                                                                                                                                                                                                                                                                                          

|    |    |     
|--- | -- | ----
|KP6 | 13 | 6189

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | would
 otherwise have been credited but for such maternity/paternity absence, or
 shall include eight Hours of Service for each day of maternity/paternity
 absence if the actual hours to be credited cannot be determined; except that
 not more than the minimum number of hours required to prevent a Break in
 Service shall be credited by reason of any maternity/paternity absence;
 provided, however, that any hours included as Hours of Service pursuant to
 this paragraph shall be credited to the computation period in which the
 absence from employment begins, if such Employee otherwise would incur a
 Break in Service in such computation period, or, in any other case, to the
 immediately following computation period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f) | Solely for
 purposes of determining whether he has incurred a Break in Service, each hour
 for which he would have been scheduled to work for an Employer, a Predecessor
 Employer, or a Related Company during the period of time that he is absent
 from work on an approved leave of absence pursuant to the Family and Medical
 Leave Act of 1993; provided, however, that Hours of Service shall not be
 credited to an Employee under this paragraph if the Employee fails to return
 to employment with an Employer or a Related Company following such leave.                                                                                                                                                                                        

Except as
otherwise specifically provided with respect to Predecessor Employers, Hours of
Service shall not be credited for employment with a corporation or business
prior to the date such corporation or business becomes a Related Company.

|    |                                             
|--- | --------------------------------------------
|2.3 | Limitations on Crediting of Hours of Service

In the
application of the provisions of paragraph (b) of Section 2.2, the following
shall apply:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | An hour for
 which an Employee is directly or indirectly paid, or entitled to payment, on
 account of a period during which no duties are performed shall not be
 credited to him if such payment is made or due under a plan maintained solely
 for the purpose of complying with applicable workers compensation,
 unemployment compensation, or disability insurance laws.                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Hours of
 Service shall not be credited with respect to a payment which solely
 reimburses an Employee for medical or medically-related expenses incurred by
 him.                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | A payment
 shall be deemed to be made by or due from an Employer, a Predecessor
 Employer, or a Related Company (i) regardless of whether such payment is made
 by or due from such employer directly or indirectly, through (among others) a
 trust fund or insurer to which any such employer contributes or pays premiums,
 and (ii) regardless of whether contributions made or due to such trust fund,
 insurer, or other entity are for the benefit of particular Employees or are
 on behalf of a group of Employees in the aggregate.

|    |    |     
|--- | -- | ----
|KP6 | 14 | 6189

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | No more than
 501 Hours of Service shall be credited to an Employee on account of any
 single continuous period during which he performs no duties (whether or not
 such period occurs in a single computation period), unless no duties are
 performed due to service with the armed forces of the United States for which
 the Emlpoyee retains reemployment rights as provided in paragraph (c) of
 Section 2.2.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.4 | Department of Labor Rules                                                                                                                                                                                                                                                                                                                                                                                            

The rules set
forth in paragraphs (b) and (c) of Department of Labor Regulations Section
2530.200b-2, which relate to determining Hours of Service attributable to
reasons other than the performance of duties and crediting Hours of Service to
particular periods, are hereby incorporated into the Plan by reference.

|    |                                  
|--- | ---------------------------------
|2.5 | Crediting of Continuous Service

An Employee
shall be credited with continuous service for the aggregate of the periods of
time between his employment commencement date or any reemployment
commencement date and the severance date that next follows such employment
commencement date or reemployment commencement date; provided, however, that
an Employee who has a reemployment commencement date within the
12-consecutive-month period following the earlier of the first date of his
absence or his severance date shall be credited with continuous service for
the period between his severance date and reemployment commencement date.

|    |                              
|--- | -----------------------------
|2.6 | Crediting Eligibility Service

An Employee
shall be credited with Eligibility Service equal to his continuous service.

Eligibility
Service shall be credited in full calendar months.

|    |                         
|--- | ------------------------
|2.7 | Years of Vesting Service

An Employee
shall be credited with a year of Vesting Service for each computation period
during which he completes at least 1,000 Hours of Service.

|    |                                                                           
|--- | --------------------------------------------------------------------------
|2.8 | Crediting of Hours of Service with Respect to Short Computation
 Periods

The following
provisions shall apply with respect to crediting Hours of Service with respect
to any short computation period:

|    |                                                                                 |                                                                                                                                  
|--- | ------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------
|(a) | For purposes
 of this Article, the following terms have the following meanings:
|    |                                                                                 |                                                                                                                                  
|    | (i)                                                                             | An old
 computation period means any computation period that ends immediately
 prior to a change in the computation period.

|    |    |     
|--- | -- | ----
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                      | A short
 computation period means any computation period of fewer than
 12-consecutive months.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|(b) | Notwithstanding
 any other provision of the Plan to the contrary, no Employee shall incur a
 Break in Service for a short computation period solely because of such
 short computation period.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|(c) | For purposes
 of determining the years of Vesting Service to be credited to an Employee, a
 computation period shall not include the short computation period, but if
 an Employee completes at least 1,000 Hours of Service in the 12-consecutive-month
 period beginning on the first day of the short computation period, such
 Employee shall be credited with a year of Vesting Service for such
 12-consecutive-month period.

|    |                                              
|--- | ---------------------------------------------
|2.9 | Crediting of Service on Transfer or Amendment

Notwithstanding
any other provision of the Plan to the contrary, if as a result of a Plan
amendment or a transfer from employment covered under another qualified plan
maintained by an Employer or a Related Company, the service crediting method
applicable to an Employee changes between the elapsed time method described in
Treasury Regulations Section 1.410(a)-7 and the Hours of Service method
described in Department of Labor Regulations Sections 2530.200 through
2530.203, an affected Employee shall be credited with Eligibility and Vesting
Service hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1).

|    |    |     
|--- | -- | ----
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ARTICLE III
ELIGIBILITY

|    |            
|--- | -----------
|3.1 | Eligibility

Each Covered
Employee who was an Eligible Employee immediately prior to December 1, 2008 shall
continue to be an Eligible Employee on December 1, 2008. Each other Employee
shall become an Eligible Employee as of follows:

|    |                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | He shall
 become an Eligible Employee as of the first Enrollment Date immediately
 following the date he first performs an Hour of Service, provided that as of
 such Enrollment Date: (i) he is a Covered Employee; (ii) he has attained age
 21; and (iii) he has completed 6 months of Eligibility Service.                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | If he does
 not satisfy the requirements of Section 3.1(a) as of the Enrollment Date
 immediately following the date he first performs an Hour of Service, he shall
 become an Eligible Employee as of the first date he satisfies all of the
 following: (i) he is a Covered Employee; (ii) he has attained age 21; and
 (iii) he has completed 6 months of Eligibility Service.
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|3.2 | Transfers of Employment                                                                                                                                                                                                                                                                                                                                                          

If an Employee
is transferred directly from employment with an Employer or with a Related
Company in a capacity other than as a Covered Employee to employment as a
Covered Employee, he shall become an Eligible Employee as of the later of the
date he is so transferred or the date he would have become an Eligible Employee
in accordance with the provisions of Section 3.1 if he had been a Covered
Employee for his entire period of employment with the Employer or Related
Company.

|    |             
|--- | ------------
|3.3 | Reemployment

If a person
who terminated employment with an Employer and all Related Companies is
reemployed as a Covered Employee and if he had been an Eligible Employee prior
to his termination of employment, he shall again become an Eligible Employee on
the date he is reemployed. If such person was not an Eligible Employee prior to
his termination of employment, but had satisfied the requirements of Section
3.1 prior to such termination, he shall become an Eligible Employee as of the
later of the date he is reemployed or the date he would have become an Eligible
Employee in accordance with the provisions of Section 3.1 if he had continued
employment as a Covered Employee. Otherwise, the eligibility of a person who
terminated employment with an Employer and all Related Companies and who is
reemployed by an Employer or a Related Company to participate in the Plan shall
be determined in accordance with Section 3.1 or 3.2.

|    |    |     
|--- | -- | ----
|KP6 | 17 | 6189

---



|    |                                               
|--- | ----------------------------------------------
|3.4 | Notification Concerning New Eligible Employees

Each Employer
shall notify the Administrator as soon as practicable of Employees becoming
Eligible Employees as of any date.

|    |                    
|--- | -------------------
|3.5 | Effect and Duration

Upon becoming
an Eligible Employee, a Covered Employee shall be entitled to receive
allocations of Employer Contributions in accordance with the provisions of
Article VI (provided he meets any applicable requirements thereunder) and shall
be bound by all the terms and conditions of the Plan and the Trust Agreement. A
person shall continue as an Eligible Employee eligible to participate in
allocations of Employer Contributions only so long as he continues employment
as a Covered Employee.

|    |    |     
|--- | -- | ----
|KP6 | 18 | 6189

---



ARTICLE IVNO 401(k) CONTRIBUTIONS

|    |                                
|--- | -------------------------------
|4.1 | No Cash or Deferred Arrangement

The Plan does
not include a cash or deferred arrangement under Code Section 401(k).

|    |    |     
|--- | -- | ----
|KP6 | 19 | 6189

---



|                                    
|------------------------------------
|ARTICLE V                           
|AFTER-TAX AND ROLLOVER CONTRIBUTIONS

|    |                           
|--- | --------------------------
|5.1 | No After-Tax Contributions

There shall be
no After-Tax Contributions made to the Plan and no After-Tax Contributions may
be transferred to the Plan.

|    |                          
|--- | -------------------------
|5.2 | No Rollover Contributions

There shall be
no Rollover Contributions made to the Plan.

|    |    |     
|--- | -- | ----
|KP6 | 20 | 6189

---



|                      
|----------------------
|ARTICLE VI            
|EMPLOYER CONTRIBUTIONS

|    |                    
|--- | -------------------
|6.1 | Contribution Period

The
Contribution Periods for Employer Contributions under the Plan are as follows:

|    |                                                                              
|--- | -----------------------------------------------------------------------------
|(a) | The
 Contribution Period for Fixed Contributions is each Plan Year.          
|    |                                                                              
|(b) | The
 Contribution Period for Profit-Sharing Contributions is each
 Plan Year.
|    |                                                                              
|6.2 | Amount and Allocation of Fixed Contributions                                 

Each Employer
shall make a Fixed Contribution to the Plan for the Contribution Period on
behalf of each of its Eligible Employees during the Contribution Period who has
met the allocation requirements for Fixed Contributions described in this
Article. The amount of such Fixed Contribution shall be equal to 3 percent of
the Compensation paid to such Eligible Employee for the Contribution Period.

Notwithstanding
the foregoing, if there is an Exempt Loan in effect for the Contribution
Period, the Fixed Contribution shall first be applied to reduce the Plans
obligations under the terms of the Exempt Loan, reduced by any interest or
dividends that the Administrator has previously applied against the Plans
obligations for such Contribution Period under the terms of the Plan. Shares of
Employer Stock released from the Suspense Fund that are attributable to Fixed
Contributions shall be allocated among the Accounts of Eligible Employees in
the same manner as provided in the preceding paragraph with respect to Fixed
Contributions.

|    |                                                      
|--- | -----------------------------------------------------
|6.3 | Amount and Allocation of Profit-Sharing Contributions

Each Employer
shall make a Profit-Sharing Contribution to the Plan for the Contribution
Period in an amount determined by the Sponsors Board of Directors, in the
Boards discretion.

Any
Profit-Sharing Contribution made by an Employer for a Contribution Period shall
be allocated among its Eligible Employees who during the Contribution Period
have met the allocation requirements for Profit-Sharing Contributions described
in this Article. The allocable share of each such Eligible Employee shall be
determined using the formula approved by the Sponsors Board of Directors for
the Contribution Period.

Notwithstanding
the foregoing, if there is an Exempt Loan in effect for the Contribution
Period, the Profit-Sharing Contribution shall first be applied to reduce the
Plans obligations under the terms of the Exempt Loan, reduced by any interest
or dividends that the Administrator has previously applied against the Plans
obligations for such

|    |    |     
|--- | -- | ----
|KP6 | 21 | 6189

---



Contribution
Period under the terms of the Plan. Shares of Employer Stock released from the
Suspense Fund that are attributable to Profit-Sharing Contributions shall be
allocated among the Accounts of Eligible Employees in the same manner as
provided in the preceding paragraph with respect to Profit-Sharing Contributions.

|    |                                                                
|--- | ---------------------------------------------------------------
|6.4 | Verification of Amount of Employer Contributions by the Sponsor

The Sponsor
shall verify the amount of Employer Contributions to be made by each Employer
in accordance with the provisions of the Plan. Notwithstanding any other
provision of the Plan to the contrary, the Sponsor shall determine the portion
of the Employer Contribution to be made by each Employer with respect to a
Covered Employee who transfers from employment with one Employer as a Covered
Employee to employment with another Employer as a Covered Employee.

|    |                                  
|--- | ---------------------------------
|6.5 | Payment of Employer Contributions

Employer
Contributions made for a Contribution Period shall be paid in cash or in
qualifying employer securities, as defined in ERISA Section 407(d)(5), to the
Trustee within the period of time required under the Code in order for the
contribution to be deductible by the Employer in determining its Federal income
taxes for the Plan Year.

Any in kind
contribution made under the terms of the Plan shall be discretionary and
unencumbered.

|    |                                                   
|--- | --------------------------------------------------
|6.6 | Allocation Requirements for Employer Contributions

An Eligible
Employee shall be eligible to receive an allocation of Employer Contributions
under this Article only if he satisfies any requirements specified in the
applicable contribution Section and also meets the requirements of this
Section.

|    |                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | A person who
 was an Eligible Employee during a Contribution Period shall be eligible to
 receive an allocation of Fixed Contributions for such Contribution Period
 only if: (i) he is employed as a Covered Employee on the last day of the
 Contribution Period; and (ii) he has completed at least 1,000 Hours of
 Service during the Contribution Period.         
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(b) | A person who
 was an Eligible Employee during a Contribution Period shall be eligible to
 receive an allocation of Profit-Sharing Contributions for such Contribution
 Period only if: (i) he is employed as a Covered Employee on the last day of
 the Contribution Period; and (ii) he has completed at least 1,000 Hours of
 Service during the Contribution Period.

The number of
Hours of Service required to receive an allocation of Fixed Contributions or
Profit-Sharing Contributions hereunder shall be pro-rated for any short
Contribution Period.

|    |    |     
|--- | -- | ----
|KP6 | 22 | 6189

---



|    |                                                                 
|--- | ----------------------------------------------------------------
|6.7 | Exceptions to Allocation Requirements for Employer Contributions

Notwithstanding
any other provision of the Plan to the contrary, the last
day and annual service allocation requirements described above shall not apply
to an Employee who terminates employment during the Contribution Period on or
after his Normal Retirement Date, or because of death or becoming Disabled.

Notwithstanding
the foregoing, effective on and after January 1, 2010, the last day requirement
described above shall not apply to an Employee who is on an approved leave of
absence. However, the annual service allocation requirements described above
shall apply to an Employee who is on an approved leave of absence.

|    |                                  
|--- | ---------------------------------
|6.8 | Vesting of Employer Contributions

A Participants vested interest in his Prior Money Purchase Plan Contributions
Sub-Account shall be at all times 100 percent.

A Participants vested interest in his Fixed Contributions and Profit-Sharing
Contributions Sub-Accounts shall be determined in accordance with the following
schedule:

|                         |  |                
|------------------------ |  | ---------------
|Years of Vesting Service |  | Vested Interest
|                         |  |                
|Less than 2              |  | 0%             
|2, but less than 3       |  | 20%            
|3, but less than 4       |  | 40%            
|4, but less than 5       |  | 60%            
|5, but less than 6       |  | 80%            
|6 or more                |  | 100%           

Notwithstanding
the forgoing, if a Participant is discharged for just cause before he is
credited with applicable years of Vesting Service and before he has attained
his Normal Retirement Date, his entire Employer Contributions Sub-Account,
other than his Dividend Reinvestment Account, shall be forfeited without regard
to his years of Vesting Service.

|    |    |     
|--- | -- | ----
|KP6 | 23 | 6189

---



For this
purpose, just cause shall mean theft, fraud, embezzlement, or willful
misconduct causing significant property damage to an Employer or personal
injury to any Employee, and applicable years shall mean:

|    |                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | five years,
 with respect to the portion of a Participants Employer Contributions
 Sub-Account which is attributable to Employer Contributions made prior to
 January 1, 2007; and
|    |                                                                                                                                                                                    
|(b) | three years,
 with respect to the portion of a Participants Employer Contributions
 Sub-Account which is attributable to Employer Contributions made on or after
 January 1, 2007.

A
Participants Dividend Reinvestment Account shall at all times be 100% vested
and non-forfeitable.

|    |                    
|--- | -------------------
|6.9 | 100% Vesting Events

Notwithstanding
any other provision of the Plan to the contrary, if a Participant is employed
by an Employer or a Related Company on his Normal Retirement Date, the date he
becomes Disabled, or the date he dies, his vested interest in his full Employer
Contributions Sub-Account shall be 100 percent, without regard to the
number of his years of Vesting Service.

For purposes of determining whether a Participant is 100 percent vested
under this Section, a Participant who is absent from employment as an Employee
because of military service and who dies after December 31, 2006, while
performing qualified military service (as described in the Uniformed
Services Employment and Reemployment Rights Act of 1994) shall be treated as
having returned to employment with an Employer or a Related Company immediately
prior to his death and as having died while employed by an Employer or a
Related Company.

|     |                                    
|---- | -----------------------------------
|6.10 | Election of Former Vesting Schedule

If
there is an amendment to the vesting schedule applicable to a Participants
Employer Contributions Sub-Account because either (a) the Sponsor adopts an
amendment to the Plan that directly or indirectly affects the computation of a
Participants vested interest in his Employer Contributions Sub Account or (b)
the top-heavy vesting schedule specified in Section 22.4 of the Plan applies
only for top-heavy Plan Years and the Plan becomes a top-heavy plan, as
defined in Section 22.1 of the Plan, and upon a subsequent determination
date, as defined in Section 22.1 of the Plan, is determined no longer to be a
top-heavy plan, the following special rules shall apply:

|    |                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | In
 no event shall a Participants vested interest in his Employer Contributions
 Sub Account on the effective date of such an amendment be less than his
 vested

|    |    |     
|--- | -- | ----
|KP6 | 24 | 6189

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | interest
 in his Employer Contributions Sub Account immediately prior to the effective
 date of the amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | In
 no event shall a Participants vested interest in his Employer Contributions
 Sub-Account accrued as of the later of (i) the effective date of such
 amendment or (ii) the date such amendment is adopted, be determined on and
 after the effective date of such amendment under a vesting schedule that is
 more restrictive than the vesting schedule applicable to such Employer
 Contributions Sub-Account immediately prior to the effective date of such
 amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | Any Participant with 3 or more years of Vesting Service shall have a
 right to have his vested interest in his Employer Contributions Sub Account
 (including amounts accrued following the effective date of such amendment)
 continue to be determined under the vesting provisions in effect prior to the
 amendment rather than under the new vesting provisions, unless the vested
 interest of the Participant in his Employer Contributions Sub Account under
 the Plan as amended is not at any time less than such vested interest
 determined without regard to the amendment. A Participant shall exercise his
 right under this Section by giving written notice of his exercise thereof to
 the Administrator within 60 days after the latest of (i) the date he receives
 notice of the amendment from the Administrator, (ii) the effective date of
 the amendment, or (iii) the date the amendment is adopted.

|    |    |     
|--- | -- | ----
|KP6 | 25 | 6189

---



ARTICLE VII
LIMITATIONS ON CONTRIBUTIONS

|    |            
|--- | -----------
|7.1 | Definitions

For purposes
of this Article, the following terms have the following meanings:

The annual addition with respect to a
Participant for a limitation year means the sum of the following amounts credited
to the Participants account(s) for the limitation year:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | all employer
 contributions credited to the Participants account for the limitation year
 under any qualified defined contribution plan maintained by an Employer or a
 Related Company, including elective contributions (other than elective
 contributions to an eligible deferred compensation plan under Code Section
 457) and amounts attributable to forfeitures applied to reduce the employers
 contribution obligation, but excluding catch-up contributions;                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | all
 employee contributions credited to the Participants account for the
 limitation year under any qualified defined contribution plan maintained by
 an Employer or a Related Company or any qualified defined benefit plan maintained
 by an Employer or a Related Company if either separate accounts are
 maintained under the defined benefit plan with respect to such employee
 contributions or such contributions are mandatory employee contributions
 within the meaning of Code Section 411(c)(2)(C) (without regard to whether
 the plan is subject to the provisions of Code Section 411);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | all
 forfeitures credited to the Participants account for the limitation year
 under any qualified defined contribution plan maintained by the Employer or a
 Related Company;                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d) | all amounts
 credited for the limitation year to an individual medical benefit account,
 as described in Code Section 415(l)(2), established for the Participant as
 part of a pension or annuity plan maintained by the Employer or a Related
 Company;                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(e) | if the
 Participant is a key employee, as defined in Code Section 419A(d)(3), all
 amounts derived from contributions paid or accrued after December 31, 1985,
 in taxable years ending after that date, that are attributable to
 post-retirement medical benefits credited for the limitation year to the
 Participants separate account under a welfare benefit fund, as defined in
 Code Section 419(e), maintained by the Employer or a Related Company; and                                                                                                                                          

|    |    |     
|--- | -- | ----
|KP6 | 26 | 6189

---



|    |                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------
|(f) | all amounts
 credited to the Participant for the limitation year under a simplified
 employee pension.

Notwithstanding
the foregoing, any restorative payment made to a plan by an Employer or a
Related Company to make up for losses to the plan resulting from the action or
non-action of a fiduciary for which there is a reasonable risk of liability for
a breach of fiduciary duty under ERISA or other applicable federal or state law
shall not be treated as an annual addition provided that similarly situated participants
are treated similarly with respect to the restorative payment.

Except as
otherwise specifically provided below, an amount will be treated as credited to
a Participants account for a limitation year if such amount is both (1)
allocated to the Participants account as of a date within such limitation
year (provided that if allocation of an amount is contingent upon the
satisfaction of a future condition, such amount shall not be treated as
allocated for purposes of determining annual additions for a limitation
year until the date all such conditions are satisfied) and (2) actually
contributed to the account within the applicable period described herein. If
contributions are made after the end of the applicable period, they shall be
treated as credited to the Participants account for the limitation year in
which they are made. The applicable period for making employee contributions
is within 30 days of the close of the limitation year. The applicable period
for making employer contributions is: (i) for contributions by a taxable
entity, within 30 days of the close of the period described in Code Section
404(a)(6), as applicable to the entitys taxable year with or within which the
limitation year ends; or (ii) for contributions by a non-taxable entity
(including a governmental employer) within 15 days of the last day of the 10th
calendar month following the end of the calendar year or fiscal year (as
applicable, based on how the entity maintains its books) with or within which
the limitation year ends.

Forfeitures
re-allocated to a Participants account are treated as credited to the
Participants account for the limitation year in which they are allocated to
such account. Corrective contributions and contributions required by reason of
qualified military service (as defined in Code Section 414(u)) are treated as
annual additions for the limitation year to which they relate, rather than
the limitation year in which they are made.

An elective contribution means any employer
contribution made to a plan maintained by an Employer or a Related Company on
behalf of a Participant in lieu of cash compensation pursuant to his election
(whether such election is an active election or a passive election) to defer
under any qualified CODA as described in Code Section 401(k), any simplified
employee pension cash or deferred arrangement as described in Code Section
402(h)(1)(B), or any plan as described in Code Section 501(c)(18), and any
contribution made on behalf of the Participant by an Employer or a Related
Company for the purchase of an annuity contract under Code Section 403(b)
pursuant to a salary reduction agreement. For purposes of applying the
limitations described in this Article

|    |    |     
|--- | -- | ----
|KP6 | 27 | 6189

---



VII, the term
elective contribution includes designated Roth contributions and excludes
catch-up contributions.

An employee contribution means any employee
after-tax contribution allocated to an Eligible Employees account under any
qualified plan of an Employer or a Related Company.

The 415 compensation of a Participant for any
limitation year means the wages as defined in Code Section 3401(a),
determined without regard to any rules that limit compensation included in
wages based on the nature or location of the employment or services performed,
and all other payments made to him by an Employer or a Related Company for such
limitation year for which his employer is required to furnish the Participant
a written statement under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly
referred to as W-2 earnings).

Notwithstanding
any other provision of the Plan to the contrary, effective for limitation
years beginning on and after January 1, 2008, if a Participant has a severance
from employment (as defined in Treasury Regulations Section 1.415(a)-1(f)(5))
with the Employer and all Related Companies, 415 compensation does not
include amounts received by the Participant following such severance from
employment except amounts paid before the later of (a) the close of the
limitation year in which the Participants severance from employment occurs
or (b) within 2 1⁄2 months of such severance if such amounts:

| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | are payments
 for accrued vacation or other leave, but only if the Participant would have
 been able to use such leave if his employment had continued and such amounts
 would have been includable in 415 compensation if his employment had
 continued.

For purposes
of this subsection, a Participant will not be considered to have incurred a
severance from employment if his new employer continues to maintain the plan
with respect to such Participant.

Notwithstanding
the foregoing, effective on and after January 1, 2008, amounts paid by an
Employer or a Related Company to a Participant who is not performing services
for the Employer or Related Company due to qualified military service (within
the meaning of Code Section 414(u)(1)) shall be included as 415 compensation
to the extent such amounts do not exceed the amounts the Participant would have
received if he had continued in employment with the Employer or Related
Company.

Notwithstanding
any other provision of the Plan to the contrary, if a Participant is absent
from employment as a Covered Employee to perform service in the uniformed
services (as defined in Chapter 43 of Title 38 of the United States Code), his
Compensation will include any differential pay, as defined hereunder, he
receives or is entitled to receive from his Employer. For purposes of this
paragraph, differential pay means any payment

|    |    |     
|--- | -- | ----
|KP6 | 28 | 6189

---



made to the
Participant by the Employer after December 31, 2008, with respect to a period
during which the Participant is performing service in the uniformed services
while on active duty for a period of more than 30 days that represents all or a
portion of the wages the Participant would have received if he had continued
employment with the Employer as a Covered Employee.

To be included
in a Participants 415 compensation for a particular limitation year, an
amount must have been received by the Participant (or would have been received,
but for the Participants election under Code Section 125, 132(f)(4), 401(k),
402(h)(1)(B), 403(b), 408(p)(2)(A)(i), or 457) within such limitation year.

In no event,
however, shall the 415 compensation of a Participant taken into account under
the Plan for any limitation year exceed the limit in effect under Code
Section 401(a)(17) ($230,000 for limitation years beginning in 2008, subject
to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d);
provided, however, that the dollar increase in effect on January 1 of any
calendar year, if any, is effective for limitation years beginning in such
calendar year). If the 415 compensation of a Participant is determined over a
period of time that contains fewer than 12 calendar months, then the annual
compensation limitation described above shall be adjusted with respect to that
Participant by multiplying the annual compensation limitation in effect for the
Plan Year by a fraction the numerator of which is the number of full months in
the period and the denominator of which is 12; provided, however, that no
proration is required for a Participant who is covered under the Plan for fewer
than 12 months.

A limitation year means the Plan Year.

|    |                                                                            
|--- | ---------------------------------------------------------------------------
|7.2 | Code Section 415 Limitations on Crediting of Contributions and
 Forfeitures

Notwithstanding
any other provision of the Plan to the contrary, the annual addition with
respect to a Participant for a limitation year shall in no event exceed the
lesser of: (i) the maximum dollar amount permitted under Code Section
415(c)(1)(A), adjusted as provided in Code Section 415(d) (e.g., $46,000
for the limitation year beginning in 2008); or (ii) 100 percent of
the Participants 415 compensation for the limitation year; provided,
however, that the limit in clause (i) shall be pro-rated for any short
limitation year. The limit in clause (ii) shall not apply to any contribution
to an individual medical account, as defined in Code Section 415(l), or to a
post-retirement medical benefits account maintained for a key employee which is
treated as an annual addition under Code Section 419A(d)(2).

The
limitations contained in this Section 7.2 shall not apply to forfeitures of
shares of Employer Stock if such shares were acquired with the proceeds of an
Exempt Loan and shall not apply to Fixed Contributions and Profit-Sharing
Contributions that are applied by the Trustee to the repayment of interest on
an Exempt Loan and are charged against the Participants Account. The provisions
of the preceding sentence shall apply only to a Plan Year in which no more than
one-third of Fixed Contributions and Profit-Sharing

|    |    |     
|--- | -- | ----
|KP6 | 29 | 6189

---



Contributions
which are deductible under Code Section 404(a)(9) are allocated to the Accounts
of Participants who are Highly Compensated Employees.

If for any
Plan Year Fixed Contributions and Profit-Sharing Contributions are used to
repay an Exempt Loan and shares of Employer Stock are thereby released from the
Suspense Fund, the annual additions for the Plan Year with respect to such
shares shall be determined based upon the amount of the Fixed Contributions and
Profit-Sharing Contributions used to repay the Exempt Loan.

If the
Employer or a Related Company participates in a multiemployer plan, in determining
whether the annual additions made on behalf of a Participant to the Plan,
when aggregated with annual additions made on the Participants behalf under
the multiemployer plan satisfy the above limitation, only annual additions
made by the Employer (or a Related Company) to the multiemployer plan shall be
aggregated with the annual additions under the Plan and 415 compensation
shall include only compensation paid to the Participant by the Employer (or a
Related Company).

If the annual
addition to the Account of a Participant in any limitation year beginning on
or after January 1, 2008, nevertheless exceeds the amount that may be applied
for his benefit under the limitations described in clauses (i) and (ii) above,
correction shall be made in accordance with the Employee Plans Compliance
Resolution System, as set forth in Revenue Procedure 2008-50, or any
superseding guidance.

|    |                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------
|7.3 | Application of Code Section 415 Limitations Where Participant is
 Covered Under Other Qualified Defined Contribution Plan

If a
Participant is covered by any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and if the annual addition to be made under the
Plan for the limitation year when combined with the annual addition to be
made under such other qualified defined contribution plan(s) would otherwise
exceed the amount that may be applied for the Participants benefit under the
limitation contained in the preceding Section, the annual addition to be made
under the Plan shall be reduced, to the extent necessary so that the limitation
in the preceding Section is satisfied.

If the annual
addition to the Account of a Participant in any limitation year beginning on
or after January 1, 2008, when combined with the annual addition made under
any other qualified defined contribution plan maintained by an Employer or a
Related Company nevertheless exceeds the amount that may be applied for the
Participants benefit under the limitation contained in the preceding Section,
correction shall be made in accordance with the Employee Plans Compliance
Resolution System, as set forth in Revenue Procedure 2008-50, or any
superseding guidance.

|    |    |     
|--- | -- | ----
|KP6 | 30 | 6189

---



|    |                     
|--- | --------------------
|7.4 | Scope of Limitations

The Code
Section 415 limitations contained in the preceding Sections shall be applicable
only with respect to benefits provided pursuant to defined contribution plans
and defined benefit plans described in Code Section 415(k). For purposes of
applying the Code Section 415 limitations contained in the preceding Sections,
the term Related Company shall be adjusted as provided in Code Section
415(h).

|    |                                   
|--- | ----------------------------------
|7.5 | Code Section 1042 Sale Limitations

No portion of
the Trust Fund attributable to (or allocable in lieu of) Employer Stock
acquired by the Plan after October 22, 1986 in a sale to which Code Section
1042 (or for estates of decedents who died prior to December 20, 1989, Code
Section 2057) applies may accrue or be allocated directly or indirectly under
any plan maintained by the Employer:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | during the
 nonallocation period, as defined herein, for the benefit of: (1) any
 taxpayer who makes an election under Code Section 1042 with respect to
 Employer Stock (or any decedent if the executor of the decedents estate
 makes a qualified sale to which Code Section 2057 applies); or (2) any
 individual who is related to the taxpayer (or decedent) within the meaning of
 Code Section 267(b); or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | for the
 benefit of any other person who owns (after application of Code Section
 318(a), without regard to the employee trust exception in Code Section
 318(a)(2)(B)(i)) more than 25 percent of: (1) any class of outstanding stock
 of the Employer or a Related Company which issued such Employer Stock; or (2)
 the total value of any class of outstanding stock of the Employer or any
 Related Company.   

Notwithstanding
the foregoing, the provisions of (a)(2) above shall not apply to lineal
descendants of a taxpayer provided that the aggregate amount allocated to the benefit
of all such lineal descendants during the nonallocation period does not
exceed more than five percent of the Employer Stock (or amounts allocated in
lieu thereof) held by the Plan which are attributable to a sale to the Plan by
any person related to such descendants (within the meaning of Code Section
267(c)(4)) in a transaction to which Code Section 1042 or 2057 is applied.

A person shall
be treated as not satisfying the stock ownership provisions of paragraph (b)
above if such person does not satisfy such provisions: (1) at any time during
the one-year period ending on the date of sale of Employer Stock to the Plan;
or (2) on the date as of which Employer Stock is allocated to Participants in
the Plan.

For purposes of this Section,
the nonallocation period means the period beginning on the date of sale of
the Employer Stock and ending on the later of: (i) the date which is ten

|    |    |     
|--- | -- | ----
|KP6 | 31 | 6189

---



years after the date of sale;
or (ii) the date the final payment of the Exempt Loan incurred in connection
with the sale is allocated among Eligible Employees.

|    |    |     
|--- | -- | ----
|KP6 | 32 | 6189

---



ARTICLE VIII
TRUST FUNDS AND ACCOUNTS

|    |             
|--- | ------------
|8.1 | General Fund

The Trustee
shall maintain a General Fund as required to hold and administer any assets of
the Trust that are not allocated to an Investment Fund or to the Suspense Fund.
The General Fund shall be held and administered as a separate common trust
fund. The interest of each Participant or Beneficiary under the Plan in the
General Fund shall be an undivided interest. The General Fund may be invested
in whole or in part in equity securities issued by an Employer or a Related
Company that are publicly traded and are qualifying employer securities as
defined in ERISA Section 407(d)(5).

|    |                 
|--- | ----------------
|8.2 | Investment Funds

The Sponsor
shall direct the establishment and maintenance of Investment Funds to which
contributions made on behalf of an eligible Participant may be allocated in
accordance with Article X and shall communicate the same and any changes
therein in writing to the Administrator and the Trustee. Such Investment Funds
are intended to satisfy the requirements of Code Section 401(a)(28).

Each such
Investment Fund shall be held and administered as a separate common trust fund.
The interest of each Participant or Beneficiary under the Plan in any such
Investment Fund shall be an undivided interest.

|    |                               
|--- | ------------------------------
|8.3 | Employer Stock Investment Fund

The Sponsor
shall direct the establishment and maintenance of an Employer Stock Investment
Fund to which the following contributions shall be allocated:

|  |                                          
|- | -----------------------------------------
| | Fixed
 Contributions.                    
|  |                                          
| | Profit-Sharing
 Contributions.           
|  |                                          
| | Prior Money
 Purchase Plan Contributions.

The Employer
Stock Investment Fund shall be held and administered as a separate common trust
fund. The interest of each Participant or Beneficiary under the Plan in the
Employer Stock Investment Fund shall be an undivided interest. The Employer
Stock Investment Fund is intended to be invested primarily in Employer Stock.

|    |              
|--- | -------------
|8.4 | Suspense Fund

The Sponsor
shall direct the establishment and maintenance of a Suspense Fund to hold all
shares of Employer Stock acquired with the proceeds of an Exempt Loan pending

|    |    |     
|--- | -- | ----
|KP6 | 33 | 6189

---



their release from encumbrance and allocation to Participants Accounts. The
Suspense Fund shall be held and administered as a separate trust fund.

|    |                
|--- | ---------------
|8.5 | Income on Trust

Any dividends,
interest, distributions, or other income received by the Trustee with respect
to any Trust Fund maintained hereunder shall be allocated by the Trustee to the
Trust Fund for which the income was received.

|    |         
|--- | --------
|8.6 | Accounts

As of the
first date a contribution is made by or on behalf of a Covered Employee there
shall be established an Account in his name reflecting his interest in the
Trust. Each Account shall be maintained and administered for each Participant
and Beneficiary in accordance with the provisions of the Plan. The balance of
each Account shall be the balance of the account after all credits and charges
thereto, for and as of such date, have been made as provided herein.

|    |             
|--- | ------------
|8.7 | Sub-Accounts

A
Participants Account shall be divided into such separate, individual
Sub-Accounts as are necessary or appropriate to reflect the Participants
interest in the Trust.

|    |                              
|--- | -----------------------------
|8.8 | Company Stock Holding Account

Notwithstanding
any other provision of the Plan, the Sponsor shall direct the establishment and
maintenance of a Company Stock Holding Account. Subject to the rules stated
below, the Trustee shall allocate to the Company Stock Holding Account all
monthly purchases of Employer Stock that are intended to fund an annual
Employer Contribution obligation. The Company Stock Holding Account shall be
established and maintained as follows:

|    |                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Sponsor
 shall send the Trustee a wire on the first and fifteenth days of each month
 (or on the next business day should any such date fall on a day in which the
 New York Stock Exchange is closed).
|    |                                                                                                                                                                                                            
|(b) | Pursuant to
 the instructions received with a wire, the Trustee shall purchase Employer
 Stock prior to the respective 12:00 p.m. cut-off time, using the stated
 execution price.                         
|    |                                                                                                                                                                                                            
|(c) | All shares
 of Employer Stock purchased pursuant to this Section 8.7 shall be held in the
 Company Stock Holding Account, until the annual allocation of Employer
 Contributions takes place.              

|    |    |     
|--- | -- | ----
|KP6 | 34 | 6189

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | The Trustee
 shall receive written direction from the Sponsor as of the end of each Plan
 Year, indicating the date on which the annual allocation of shares of
 Employer Stock will take place for such Plan Year. Included in such written
 direction shall be the number of shares to be released from the Company Stock
 Holding Account and allocated among the Accounts of Eligible Employees (i.e.,
 whether all, or just a specific portion of the, shares in the Company Stock
 Holding Account will be so allocated).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(e) | The Trustee
 shall use the execution price and applicable Employer Contribution allocation
 formula when allocating previously purchased shares of Employer Stock from
 the Company Stock Holding Account to the Accounts of Eligible Employees.                                                                                                                                                                                                                                                                               

|    |    |     
|--- | -- | ----
|KP6 | 35 | 6189

---



ARTICLE
IX
LIFE INSURANCE CONTRACTS

|    |                            
|--- | ---------------------------
|9.1 | No Life Insurance Contracts

A Participants Account may not
be invested in life insurance contracts on the life of the Participant.

|    |    |     
|--- | -- | ----
|KP6 | 36 | 6189

---



ARTICLE X
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

|     |                                                
|---- | -----------------------------------------------
|10.1 | Investment and Deposit of Certain Contributions

Subject to the
diversification requirements of Section 10.2, all contributions to the Plan,
including Prior Money Purchase Plan Contributions, are required to be invested
in the Employer Stock Investment Fund.

Upon
contribution to the Plan, all such contributions shall be deposited in the
Trust and allocated to the Employer Stock Investment Fund.

|     |                                                                                     
|---- | ------------------------------------------------------------------------------------
|10.2 | Election to Transfer Employer Contributions to an Investment Fund
 (Diversification)

Provided that
his Account balance exceeds $500, an active or terminated Employee who has
attained age 55 and completed ten years of participation shall be eligible each
Plan Year during the qualified election period to elect at any time to
transfer any portion, up to 50% of the balance of his Account to one or more of
the alternative Investment Funds established pursuant to Section 8.2.

The Employees
transfer election shall specify a percentage, in the increments prescribed by
the Administrator, of his Account that is to be transferred, which percentage
may not, in the aggregate, exceed 50 percent for any Plan Year during the
qualified election period. Any
transfer election must be recorded with the Administrator, in such form as the
Administrator shall prescribe. Subject
to any restrictions pertaining to a particular Investment Fund, if recorded in
accordance with any rules prescribed by the Administrator, an Employees transfer
election may be implemented effective as of the business day on which the
Administrator receives the Employees instructions. If an Employee elects to transfer any portion, or all, of his
Account to an alternative Investment Fund, he may not thereafter elect to
transfer such amount back to the Employer Stock Investment Fund.

This Section
10.2 is intended to satisfy the requirements of Code Section 401(a)(28).

For the
purposes of this Section, the qualified election period means the
six-Plan-Year period beginning with the first Plan Year in which the Employee
is eligible to make a transfer pursuant to this Section 10.2.

|     |                                                         
|---- | --------------------------------------------------------
|10.3 | Exercise of Voting Rights with Respect to Employer Stock

If the
Employer has a registration-type class of securities or, with respect to
Employer Stock acquired by, or transferred to, the Plan in connection with a
securities acquisition loan (as defined in Code Section 133(b)) after July 10,
1989, but before August 20, 1996,

|    |    |     
|--- | -- | ----
|KP6 | 37 | 6189

---



each
Participant or his Beneficiary, if the Participant has died, shall be entitled
to direct the Trustee as to the manner in which the Employer Stock which is
entitled to vote and which is allocated to the Participants Fixed
Contributions, Prior Money Purchase Plan Contributions, and Profit-Sharing
Contributions Sub-Accounts is to be voted.

If more than
ten percent of total Plan assets are invested in Employer Stock and the
Employer does not have a registration-type class of securities, with respect to
Employer Stock other than Employer Stock acquired by, or transferred to, the
Plan in connection with a securities acquisition loan (as defined in Code
Section 133(b)) after July 10, 1989, but before August 20, 1996, each
Participant or Beneficiary in the Plan shall be entitled to direct the Trustee
as to the manner in which voting rights on such shares of Employer Stock that
are allocated to the Participants Fixed Contributions, Prior Money Purchase
Plan Contributions, and Profit-Sharing Contributions Sub-Accounts are to be
exercised with respect to any corporate matter which involves the voting of
such shares with respect to the approval or disapproval of any corporate merger
or consolidation, recapitalization, reclassification, liquidation, dissolution,
sale of substantially all assets of a trade or business, or such similar transaction
as prescribed in regulations.

If the
Employer does not have a registration-type class of securities and the by-laws
of the Employer require the Plan to vote an issue in a manner that reflects a
one-man, one-vote philosophy, each Participant or Beneficiary shall be entitled
to cast one vote on an issue and the Trustee shall vote the shares held by the
Plan in proportion to the results of the votes cast on the issue by the
Participants and Beneficiaries.

The Trustee
shall be entitled to exercise, in such a manner as the Trustee deems
appropriate, all voting rights attributable to Employer Stock: (a) which is
held unallocated in the Suspense Fund; or (b) which is allocated to a
Participants Account and for which the Plan proffers pass-through voting rights
in accordance with the foregoing provisions of this Section, but for which the
Trustee does not receive any written direction from the Participant as to the
manner in which votes shall be cast with respect to such shares. The Trustee
shall also be entitled to exercise, in such manner as the Trustee deems
appropriate, voting rights attributable to Employer Stock, whether allocated to
Participants Accounts or held unallocated in the Suspense Fund, with respect
to all matters not subject to direction by Participants.

If any
agreement entered into by the Trust provides for voting of any shares of
Employer Stock pledged as security for any obligation of the Plan, then such
shares of Employer Stock shall be voted in accordance with such agreement.

For purposes
of this Section the term registration-type class of securities means:

|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(a) | a class of
 securities required to be registered under Section 12 of the Securities
 Exchange Act of 1934; and

|    |    |     
|--- | -- | ----
|KP6 | 38 | 6189

---



|    |                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | a class of
 securities which would be required to be so registered except for the
 exemption from registration provided in subsection (g)(2)(H) of such Section
 12 of such Act.

|    |    |     
|--- | -- | ----
|KP6 | 39 | 6189

---



ARTICLE XI
CREDITING AND VALUING ACCOUNTS

|     |                   
|---- | ------------------
|11.1 | Crediting Accounts

All
contributions made under the provisions of the Plan shall be credited to
Accounts in the Trust Funds by the Trustee, in accordance with procedures
established in writing by the Administrator, either when received or on the
succeeding Valuation Date after valuation of the Trust Fund has been completed
for such Valuation Date as provided in Section 11.2, as shall be determined by
the Administrator.

|     |                 
|---- | ----------------
|11.2 | Valuing Accounts

Accounts in
the Trust Funds shall be valued by the Trustee on the Valuation Date, in
accordance with procedures established in writing by the Administrator, either
in the manner adopted by the Trustee and approved by the Administrator or in
the manner set forth in Section 11.3 as Plan valuation procedures, as
determined by the Administrator.

|     |                          
|---- | -------------------------
|11.3 | Plan Valuation Procedures

With respect
to the Trust Funds, the Administrator may determine that the following
valuation procedures shall be applied. As of each Valuation Date hereunder, the
portion of any Accounts in a Trust Fund shall be adjusted to reflect any increase
or decrease in the value of the Trust Fund for the period of time occurring
since the immediately preceding Valuation Date for the Trust Fund (the
valuation period) in the following manner:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | First, the
 value of the Trust Fund shall be determined by valuing all of the assets of
 the Trust Fund at fair market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Next, the
 net increase or decrease in the value of the Trust Fund attributable to net
 income and all profits and losses, realized and unrealized, during the
 valuation period shall be determined on the basis of the valuation under
 paragraph (a) taking into account appropriate adjustments for contributions,
 loan payments, and transfers to and distributions, withdrawals, loans, and
 transfers from such Trust Fund during the valuation period.                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | Finally, the
 net increase or decrease in the value of the Trust Fund shall be allocated
 among Accounts in the Trust Fund in the ratio of the balance of the portion
 of such Account in the Trust Fund as of the preceding Valuation Date less any
 distributions, withdrawals, loans, and transfers from such Account balance in
 the Trust Fund since the Valuation Date to the aggregate balances of the
 portions of all Accounts in the Trust Fund similarly adjusted, and each
 Account in the Trust Fund shall be credited or charged with the amount of its
 allocated share.

|    |    |     
|--- | -- | ----
|KP6 | 40 | 6189

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Notwithstanding
 the foregoing, the Administrator may adopt such accounting procedures as it
 considers appropriate and equitable to establish a proportionate crediting of
 net increase or decrease in the value of the Trust Fund for contributions,
 loan payments, and transfers to and distributions, withdrawals, loans, and
 transfers from such Trust Fund made by or on behalf of a Participant during
 the valuation period.

|     |                           
|---- | --------------------------
|11.4 | Finality of Determinations

The Trustee
shall have exclusive responsibility for determining the value of each Account
maintained hereunder. The Trustees determinations thereof shall be conclusive
upon all interested parties.

|     |             
|---- | ------------
|11.5 | Notification

Within a
reasonable period of time after the end of each Plan Year quarter, the
Administrator shall notify each Participant and Beneficiary of the value of his
Account and Sub-Accounts as the most recent Valuation Date.

|     |                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.6 | Disposition of Cash Dividends on Shares Allocated to Fixed
 Contributions, Prior Money Purchase Plan Contributions, and Profit-Sharing
 Contributions Sub-Accounts

Cash dividends
on Employer Stock held in a Participants Fixed Contributions, Prior Money
Purchase Plan Contributions, and Profit-Sharing Contributions Sub-Accounts
shall, in the discretion of the Administrator, be:

|    |                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | credited to
 the Participants Account;                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                    
|(b) | used to
 repay an Exempt Loan; or                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                    
|(c) | paid in cash
 to the Participant or the Participants Beneficiary. If payment is to be made in cash to the
 Participant or the Participants Beneficiary, the Administrator shall direct
 the Employer to pay the dividends either:

| |      |                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | in cash
 directly to Participants, former Participants, and Beneficiaries in
 proportion to their respective interests in the Employer Stock Investment
 Fund attributable to Fixed Contributions, Prior Money Purchase Plan
 Contributions, and Profit-Sharing Contributions as of the record date for
 such dividends, as described in Code Section 404(k); or
| |      |                                                                                                                                                                                                                                                                                                                                                                 
| | (ii) | in cash to
 the Trustee for distribution to the Participants, former Participants, and
 Beneficiaries.                                                                                                                                                                                                                                                          

|    |    |     
|--- | -- | ----
|KP6 | 41 | 6189

---



If cash
dividends are paid directly to the Trustee for distribution pursuant to
paragraph (c)(ii) above, the Trustee shall distribute such dividends in cash to
Participants, former Participants, and Beneficiaries in proportion to their
respective interests in the Employer Stock Investment Fund attributable to
Fixed Contributions, Prior Money Purchase Plan Contributions, and
Profit-Sharing Contributions as of the record date for such dividends, which
distribution shall be made based on a schedule determined by the Administrator,
but not later than 90 days after the close of the Plan Year in which such
dividends are paid.

If cash
dividends are used to repay an Exempt Loan pursuant to paragraph (b) above,
Employer Stock shall be released from the Suspense Fund and allocated to a
Participants Account in the ratio that the Participants total number of
shares of Employer Stock sharing in such cash dividends that are attributable
to Fixed Contributions and Profit-Sharing Contributions bears to the aggregate
number of shares of such Employer Stock of all Participants. Employer Stock
allocated to a Participants Account hereunder shall have a fair market value
not less than the amount of cash dividends that would have been distributable
to the Participant pursuant to paragraph (c) above.

|     |                                                           
|---- | ----------------------------------------------------------
|11.7 | Disposition of Income Earned on Unallocated Employer Stock

Any income earned with respect
to Employer Stock held in the Suspense Account may be used, at the discretion
of the Administrator, to repay an Exempt Loan.
Employer Stock that is released from encumbrance with respect to such
income and any such income that is not used to repay an Exempt Loan shall be
allocated as of the Valuation Date in the ratio that a Participants Fixed
Contributions and Profit-Sharing Contributions Sub-Accounts balance after the
allocation of all other earnings and losses bears to the aggregate Fixed
Contributions and Profit-Sharing Contributions Sub-Accounts balances of all
Participants after the allocation of all other earnings and losses.

|    |    |     
|--- | -- | ----
|KP6 | 42 | 6189

---



ARTICLE XII 
LOANS

|                                                             |         
|------------------------------------------------------------ | --------
|12.1                                                         | No Loans
|                                                             |         
|There shall
 be no loans made to Participants from the Plan.

|    |    |     
|--- | -- | ----
|KP6 | 43 | 6189

---



ARTICLE XIII 
WITHDRAWALS WHILE EMPLOYED

|                                                                                                                                                                                                        |                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------
|13.1                                                                                                                                                                                                    | No In-Service Withdrawals
|                                                                                                                                                                                                        |                          
|Except as
 otherwise specifically provided in Article XV, no Participant who is employed
 by an Employer or a Related Company shall be eligible to withdraw any portion
 of his Account under the Plan.

|    |    |     
|--- | -- | ----
|KP6 | 44 | 6189

---



ARTICLE XIV 
TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

|                                                                                                                                                                                                                                                                                                                       |                                              
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------
|14.1                                                                                                                                                                                                                                                                                                                   | Termination of Employment and Settlement Date
|                                                                                                                                                                                                                                                                                                                       |                                              
|A
 Participants Settlement Date shall occur on the date he terminates
 employment with the Employers and all Related Companies because of death,
 disability, retirement, or other termination of employment. Written notice of
 a Participants Settlement Date shall be given by the Administrator to the
 Trustee.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|14.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Separate Accounting for Non-Vested Amounts                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|If as of a
 Participants Settlement Date the Participants vested interest in his
 Employer Contributions Sub-Account is less than 100 percent, that portion of
 his Employer Contributions Sub-Account that is not vested shall be accounted
 for separately from the vested portion and shall be disposed of as provided
 in the following Section. If prior to such Settlement Date the Participant
 received a distribution under the Plan and the non-vested portion of his
 Employer Contributions Sub-Account was not forfeited as provided in the
 following Section and the Participant elected not to repay to the Plan the
 full amount of such distribution, his vested interest in his Employer
 Contributions Sub-Account shall be an amount (X) determined by the
 following formula:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|X = P(AB +
 D) - D                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                
|For purposes
 of the formula:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | P   =                                                                                                                                                                                                                                                           | The
 Participants vested interest in his Employer Contributions Sub-Account on
 the date distribution is to be made.                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | AB=                                                                                                                                                                                                                                                             | The balance
 of the Participants Employer Contributions Sub-Account as of the Valuation
 Date immediately preceding the date distribution is to be made.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | D   =                                                                                                                                                                                                                                                           | The amount
 of all prior distributions from the Participants Employer Contributions
 Sub-Account.                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|14.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Disposition of Non-Vested Amounts                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|That portion
 of a Participants Employer Contributions Sub-Account that is not vested upon
 the occurrence of his Settlement Date shall be disposed of as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 |                                                                                                                                                          
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | If the
 Participant has no vested interest in his Account upon the occurrence of his
 Settlement Date or his vested interest in his Account as of the date of
 distribution does not exceed $5,000 resulting in the distribution or deemed
 distribution to the

|    |    |     
|--- | -- | ----
|KP6 | 45 | 6189

---



|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                  | Participant
 of his entire vested interest in his Account, the non-vested balance in the
 Participants Employer Contributions Sub-Account shall be forfeited and his
 Account closed as of the date the Participant first incurs a 1-year Break in
 Service following (i) the Participants Settlement Date, if the Participant
 has no vested interest in his Account and is therefore deemed to have
 received distribution on that date, or (ii) the date actual distribution is
 made to the Participant.                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b)                                                                                                                                                                                                                                                                                                               | If the
 Participants vested interest in his Account exceeds $5,000 and the
 Participant is eligible for and consents in writing to a single sum payment
 of his vested interest in his Account, the non-vested balance in the
 Participants Employer Contributions Sub-Account shall be forfeited and his
 Account closed as of the date the Participant first incurs a 1-year Break in
 Service following his receipt of the single sum payment, provided that such
 distribution is made because of the Participants Settlement Date. A
 distribution is deemed to be made because of a Participants Settlement Date
 if it occurs prior to the end of the second Plan Year beginning on or after
 the Participants Settlement Date.
|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c)                                                                                                                                                                                                                                                                                                               | If neither
 paragraph (a) nor paragraph (b) is applicable, the non-vested balance
 remaining in the Participants Employer Contributions Sub-Account shall
 continue to be held in such Sub-Account and shall not be forfeited until the
 date the Participant incurs 5-consecutive Breaks in Service.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.4                                                                                                                                                                                                                                                                                                              | Treatment of Forfeited Amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Whenever the
 non-vested balance of a Participants Employer Contributions Sub-Account is
 forfeited during a Plan Year in accordance with the provisions of the
 preceding Section, such forfeiture shall be allocated among Participants
 Accounts in accordance with the provisions of the following Section.
|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.5                                                                                                                                                                                                                                                                                                              | Allocations of Forfeitures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Forfeited
 amounts that are required to be allocated among Participants Accounts in accordance
 with the preceding Section shall be allocated among the Accounts of
 Participants who are Eligible Employees during the Plan Year for which the
 forfeiture is being allocated as follows:                      
|                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a)                                                                                                                                                                                                                                                                                                               | To receive
 an allocation of forfeitures attributable to Fixed or Profit-Sharing
 Contributions hereunder, a Participant must: (i) be employed as a
 Covered Employee on the last day of the Plan Year; and (ii) have completed at least
 1,000 Hours of Service during the Plan Year. The number of Hours of Service
 required to receive an allocation of forfeitures hereunder shall be pro rated
 for any short Plan Year. Notwithstanding any other provision of the Plan to the
 contrary, the last day and annual service allocation requirements described
 above shall not apply to an Eligible Employee who terminates employment
 during the Plan Year                                                                          

|    |    |     
|--- | -- | ----
|KP6 | 46 | 6189

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | on or after
 his Normal or Early Retirement Date, or because of death or becoming
 Disabled.                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Forfeitures
 attributable to Fixed or Profit-Sharing Contributions shall be allocated in
 the ratio which an eligible Participants Compensation for the Plan Year from
 the Employers bears to the aggregate of such Compensation for all such
 eligible Participants.                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Forfeitures
 attributable to Fixed and Profit-Sharing Contributions that are to be
 credited to a Participants Account hereunder shall be credited,
 respectively, to his Fixed and Profit-Sharing Contributions Sub-Accounts. A
 Participants vested interest in amounts attributable to forfeitures
 allocated to his Fixed and Profit-Sharing Contributions Sub-Accounts
 hereunder shall be determined under the vesting schedule applicable to Fixed
 and Profit-Sharing Contributions.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Notwithstanding
 the foregoing, prior to allocating forfeitures attributable to Fixed and
 Profit-Sharing Contributions among Participants Accounts, such forfeited
 amounts shall be applied against Plan expenses. The forfeited amounts to be
 allocated among Participants Accounts shall be reduced by any such amounts
 that are applied against Plan expenses as provided herein.                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Recrediting of Forfeited Amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|A former
 Participant who forfeited the non-vested portion of his Employer
 Contributions Sub-Account in accordance with the provisions of paragraph (a)
 or (b) of the above Section entitled Disposition of Non-Vested Amounts and
 who is reemployed by an Employer or a Related Company shall have such
 forfeited amounts recredited to a new Account in his name, without adjustment
 for interim gains or losses experienced by the Trust, if he returns to
 employment with an Employer or a Related Company before he incurs
 5-consecutive Breaks in Service commencing after the date he received, or is
 deemed to have received, distribution of his vested interest in his Account.
 Funds needed in any Plan Year to recredit the Account of a Participant with
 the amounts of prior forfeitures in accordance with the preceding sentence
 shall come first from forfeitures that arise during such Plan Year, and then
 from Trust income earned in such Plan Year, to the extent that it has not yet
 been allocated among Participants Accounts as provided in Article XI, with
 each Trust Fund being charged with the amount of such income proportionately,
 unless his Employer chooses to make an additional Employer Contribution, and
 shall finally be provided by his Employer by way of a separate Employer
 Contribution.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|A former
 Participant who received an actual distribution and who returns to employment
 within the time period described above may elect to repay to the Plan the
 full amount of such distribution before the earlier of (i) the end of the
 5-year period beginning on the date he is reemployed or (ii) the date he
 incurs 5-consecutive Breaks in Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|    |    |     
|--- | -- | ----
|KP6 | 47 | 6189

---



|                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------
|commencing
 after the date he received, or is deemed to have received, distribution of
 his vested interest in his Account.

|    |    |     
|--- | -- | ----
|KP6 | 48 | 6189

---



ARTICLE XV
DISTRIBUTIONS

|     |                                                           
|---- | ----------------------------------------------------------
|15.1 | Distributions to Normal Retirees and Disabled Participants

Subject to the
provisions of the Section below entitled Code Section 401(a)(9) Requirements,
a Participant whose Settlement Date occurs on or after his Normal Retirement
Date or the date he becomes Disabled shall, with the written consent of his
Spouse, receive distribution of his vested interest in his Account in the form
provided under Article XVI beginning as soon as reasonably practicable
following his Settlement Date or the date his application for distribution is
filed with the Administrator, if later.

Notwithstanding
the foregoing, pursuant to Code Sections 401(a)(14) and 409(o), if the
Participant and, if applicable pursuant to Code Sections 401(a)(11) and 417,
with the consent of the Participants Spouse, elects the distribution of the
Participants Account, other than his Prior Money Purchase Plan Contributions
Sub-Account, then the distribution of such Account balance shall commence not
later than one year after the close of the Plan Year in which the Participant
makes such election following a separation from service, except that this
provision shall not apply if the Participant is reemployed by the Employer
before distribution is required to begin under this provision.

|     |                                                                                        
|---- | ---------------------------------------------------------------------------------------
|15.2 | Distributions to Participants Who Terminate Employment Prior to
 Normal Retirement Date

Subject to the
provisions of the Section below entitled Code Section 401(a)(9) Requirements,
a Participant whose Settlement Date occurs prior to his Normal Retirement Date,
for reasons other than death or becoming Disabled, may elect, with the written
consent of his Spouse, to receive distribution of his vested interest in his
Account in the form provided under Article XVI beginning as soon as reasonably
practicable following the earlier of: (1) the date on which the Participant
first incurs a Break in Service; or (2) his Normal Retirement Date.

Notwithstanding
the foregoing, pursuant to Code Sections 401(a)(14) and 409(o), if the
Participant and, if applicable pursuant to Code Sections 401(a)(11) and 417,
with the consent of the Participants Spouse, elects the distribution of the
Participants Account, other than his Prior Money Purchase Plan Contributions
Sub-Account, then the distribution of such Account balance shall commence not
later than one year after the close of the Plan Year in which the Participant
makes such election following a separation from service, except that this
provision shall not apply if the Participant is reemployed by the Employer
before distribution is required to begin under this provision.

|    |    |     
|--- | -- | ----
|KP6 | 49 | 6189

---



|     |                                                            
|---- | -----------------------------------------------------------
|15.3 | Partial Distributions to Retired or Terminated Participants

A Participant
whose Settlement Date has occurred, but who has not reached his Required
Beginning Date may elect, with the written consent of his Spouse, to receive
distribution of all or any portion of his Account at any time prior to his
Required Beginning Date in a cash withdrawal or in any other form provided in
Article XVI or the Addendum.

|     |                               
|---- | ------------------------------
|15.4 | Distributions to Beneficiaries

Subject to the
provisions of the Section below entitled Code Section 401(a)(9) Requirements,
if a Participant dies prior to his Benefit Payment Date, his Beneficiary shall
receive distribution of the Participants vested interest in his Account in the
form provided under Article XVI beginning as soon as reasonably practicable
following the date the Beneficiarys application for distribution is filed with
the Administrator. If distribution is to be made to a Participants Spouse, it
shall be made available within a reasonable period of time after the
Participants death that is no less favorable than the period of time
applicable to other distributions.

If a
Participant dies after the date distribution of his vested interest in his
Account begins under this Article, but before his entire vested interest in his
Account is distributed, his Beneficiary shall receive distribution of the
remainder of the Participants vested interest in his Account beginning as soon
as reasonably practicable following the Participants date of death.

|     |                                    
|---- | -----------------------------------
|15.5 | Code Section 401(a)(9) Requirements

The provisions
of this Section take precedence over any inconsistent provision of the Plan;
provided, however, that the provisions of this Section are not intended to
create additional forms of payment that are not otherwise provided under
Article XVI.

To the extent
required under Code Section 401(a)(9), all distributions made from the Plan
shall be determined and made in accordance with the provisions of Code Section
401(a)(9) and the Treasury Regulations issued thereunder, as set forth in this
Section. If distribution is made through the purchase of an annuity contract,
as provided in the Addendum, the terms of such annuity contract shall satisfy
the requirements of Code Section 401(a)(9) and the Treasury Regulations issued
thereunder.

|    |                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | A
 Participants vested interest in his Account shall be distributed, or begin
 to be distributed to the Participant no later than the Participants Required
 Beginning Date.                                                                                   
|    |                                                                                                                                                                                                                                                                  
|(b) | Following
 the Participants Required Beginning Date, the minimum amount that will be
 distributed for each distribution calendar year, up to and including the
 distribution calendar year that includes the Participants date of death,
 is the lesser of:

|    |    |     
|--- | -- | ----
|KP6 | 50 | 6189

---



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | the quotient
 obtained by dividing the Participants mrd account balance by the
 distribution period in the Uniform Lifetime Table set forth in Section
 1.401(a)(9)-9, Q & A-2 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 a distribution calendar
 year is the Participants Spouse, the quotient obtained by dividing the
 Participants mrd account balance by the number in the Joint and Last
 Survivor Table set forth in Section 1.401(a)(9)-9, Q & A-3 of the
 Treasury Regulations, using the Participants and Spouses attained ages as of
 the Participants and Spouses birthdays in the distribution calendar year.

|    |                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | If a
 Participant dies on or after his Required Beginning Date, but before his
 vested interest in his Account has been distributed in full, the remainder of
 the Participants vested Account balance shall be distributed, or begin to be
 distributed to the Participants Beneficiary as soon as reasonably
 practicable following the Participants death.
|    |                                                                                                                                                                                                                                                                                                                                                                 
|(d) | The minimum
 amount that will be distributed to a Participants Beneficiary for each
 distribution calendar year following the year in which the Participants
 death occurs is:                                                                                                                                                                              

| |     |                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | If the
 Participants Beneficiary is a designated beneficiary, the quotient
 obtained by dividing the Participants mrd account balance by the longer
 of:

| |  |     |                                                                                                                                                                 
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (A) | the remaining
 life expectancy of the Participant, calculated using the age of the
 Participant in the year of death, reduced by one for each subsequent year or
| |  |     |                                                                                                                                                                 
| |  | (B) | the
 remaining life expectancy of the designated beneficiary, calculated as
 provided in (1) or (2) below, as applicable.                                     

| |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | (1) | If the
 Participants Spouse is his sole designated beneficiary, the Spouses
 remaining life expectancy is calculated for each distribution calendar year
 using the surviving Spouses age as of the Spouses birthday during that
 calendar year. For distribution calendar years after the year of the
 surviving Spouses death, the remaining life expectancy 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 year.

|    |    |     
|--- | -- | ----
|KP6 | 51 | 6189

---



| |  |  |     |                                                                                                                                                                                                                                                                                                      
| |  |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | (2) | If the
 Participants Spouse is not the sole designated beneficiary, the
 designated beneficiarys remaining life expectancy is calculated for each
 distribution calendar year using his age in the calendar year following the
 Participants death, reduced by one for each subsequent year.

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | If the
 Participants Beneficiary is not a designated beneficiary (determined as of
 September 30 of the calendar year following the year of the Participants
 death), the quotient obtained by dividing the Participants mrd account
 balance by the Participants remaining life expectancy calculated using the
 age of the Participant in the calendar year of death, reduced by one for each
 subsequent year.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | Minimum
 distribution amounts shall be determined using the Uniform Lifetime Table set
 forth in Section 1.401(a)(9)-9 of the Treasury Regulations and the Joint and
 Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
 Regulations.                                                                                                                                                               

|    |                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | If a
 Participant dies before his Required Beginning Date and before his vested
 interest in his Account has been distributed in full, the Participants
 vested Account balance shall be distributed or begin to be distributed as
 provided below:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | If
 distribution is to be made in a single sum payment, distribution shall be
 made no later than December 31 of the calendar year containing the 5th
 anniversary of the Participants death; provided, however, that if the Participants
 Spouse is his sole designated beneficiary with respect to all or any
 portion of the Participants vested Account, the Spouse may elect to postpone
 payment until December 31 of the calendar year in which the Participant would
 have attained age 70 1/2, if later. The Spouses election to defer payment
 must be made no later than September 30 of the calendar year that contains
 the 5th anniversary of the Participants death. If a Participants
 designated beneficiary does not wish to receive payment in a single sum,
 but would prefer to receive minimum payments as provided in the following
 paragraph, the Participants designated beneficiary must notify the
 Administrator of his election no later than September 30 of the calendar year
 following the calendar year of the Participants death; provided, however,
 that if the Participants Spouse is his sole designated beneficiary with
 respect to all or any portion of the Participants vested Account, the Spouse
 must notify the Administrator of her election no later than September 30 of
 the calendar year in which minimum distributions would be required to
 commence to the Participants Spouse under this Section or, if earlier,
 September 30 of the calendar year that contains the 5th anniversary of the
 Participants death.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|    |    |     
|--- | -- | ----
|KP6 | 52 | 6189

---



| |      |                                                                                                                                                                                                  
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | If
 distribution is to be made to a Participants designated beneficiary in a
 form other than a single sum payment, distribution shall be made in
 accordance with the following requirements:

| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (A) | Distribution
 shall commence to the Participants designated beneficiary no later than
 December 31 of the calendar year following the calendar year of the
 Participants death; provided, however, that if the Participants Spouse is
 his sole designated beneficiary with respect to all or any portion of the
 Participants vested Account, the Spouse may elect to postpone commencement
 until December 31 of the calendar year in which the Participant would have
 attained age 70 1/2, if later. The Spouses election to defer payment must be
 made no later than September 30 of the calendar year following the calendar
 year of the Participants death.
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (B) | The minimum
 amount that will be distributed to the designated beneficiary for each
 distribution calendar year during the designated beneficiarys lifetime
 is the quotient obtained by dividing the Participants mrd account balance
 by the designated beneficiarys remaining life expectancy.                                                                                                                                                                                                                                                                                                                                                                
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (C) | The
 designated beneficiarys remaining life expectancy is determined for the
 first distribution calendar year using the Single Life Table in Section
 1.401(a)(9)-9, Q & A-1 of the Treasury Regulations, and the designated
 beneficiarys age as of his or her birthday in the calendar year immediately
 following the calendar year of the Participants death. In subsequent
 distribution calendar years, the designated beneficiarys remaining life
 expectancy is determined as follows:                                                                                                                                                                 

| |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | (1) | If the
 Participants Spouse is not the Participants sole designated beneficiary,
 the life expectancy determined above is reduced by one for each calendar
 year that has elapsed after the calendar year immediately following the
 calendar year of the Participants death.                                                                                                                                                          
| |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |  | (2) | If the
 Participants surviving Spouse is the Participants sole designated
 beneficiary, the designated beneficiarys remaining life expectancy
 shall be re-determined for each subsequent distribution calendar year using
 the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations,
 and the designated beneficiarys age as of the designated beneficiarys
 birthday in the distribution calendar year.

|    |    |     
|--- | -- | ----
|KP6 | 53 | 6189

---



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | A
 Participants Spouse qualifies as the Participants sole designated
 beneficiary if she is entitled to the Participants entire vested interest
 in his Account or his entire vested interest in a segregated portion of the
 Participants Account and no other designated beneficiary is entitled to
 any portion of that interest unless the Spouse dies prior to receiving full
 distribution of that interest.                            
|
| | (iv)  | If the
 Participants Spouse is a sole designated beneficiary with respect to all
 or any portion of the Participants interest and the Spouse dies after the
 Participant but before distributions to the Spouse begin, the rules described
 above shall be applied with respect to the interest for which the Spouse was
 the sole designated beneficiary, substituting the date of the Spouses
 death for the date of the Participants death.
|
| | (v)   | If there is
 no designated beneficiary as of September 30 of the calendar year following
 the calendar year of the Participants death, the Participants entire
 interest will be distributed by December 31 of the calendar year containing
 the 5th anniversary of the Participants death.                                                                                                                                                      

|    |                                                                               
|--- | ------------------------------------------------------------------------------
|(f) | For purposes
 of this Section the following terms have the following meanings:

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | A
 Participants designated beneficiary
 means the individual who is the Participants Beneficiary under Article XVII
 of the Plan and is the designated beneficiary under Code Section 401(a)(9)
 and Treasury Regulations Section 1.401(a)(9)-4.                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii) | A distribution calendar year means a
 calendar year for which a minimum payment is required. The first year for
 which a minimum payment is required depends on whether distribution begins
 before or after the Participants death. If distribution begins before the
 Participants death, the first distribution calendar year is the calendar
 year immediately preceding the calendar year that contains the Participants
 Required Beginning Date. If distribution begins after the Participants
 death, the first distribution calendar year is the calendar year in which
 distributions are required to begin under paragraph (c) of this Section.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | The required
 minimum payment for the Participants first distribution calendar year must
 be made on or before the Participants Required Beginning Date. The required
 minimum payment for other distribution calendar years, including the
 required minimum payment for the distribution calendar year in which the
 Participants Required Beginning Date occurs, must be made on or before
 December 31 of that distribution calendar year.                                                                                                                                                                                                           

|    |    |     
|--- | -- | ----
|KP6 | 54 | 6189

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| |       |                                                                                                                                                                                                                                                  
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | A
 Participants mrd account balance
 means the Participants Account balance as of the last Valuation Date in the
 calendar year immediately preceding the distribution calendar year (the
 valuation calendar year), adjusted as follows:

| |  |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (A)                                                                                                                                                                                                                                                                  | Such Account
 balance shall be 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.
| |  |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
| |  | (B)                                                                                                                                                                                                                                                                  | Such Account
 balance shall be 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.

|     |                                  
|---- | ---------------------------------
|15.6 | Cash Outs and Participant Consent

Notwithstanding
any other provision of the Plan to the contrary, if a Participants vested
interest in his Account does not exceed $5,000, distribution of such vested
interest shall be made to the Participant in a single sum payment or through a
direct rollover, as described in Article XVI, as soon as reasonably practicable
following his Settlement Date.

If a
Participant has no vested interest in his Account on his Settlement Date, he
shall be deemed to have received distribution of such vested interest on his
Settlement Date.

If a
Participants vested interest in his Account exceeds $5,000, distribution shall
not commence to such Participant prior to his Normal Retirement Date without
the Participants written consent and the written consent of his Spouse.
Notwithstanding the foregoing, spousal consent shall not be required if
distribution is made through the purchase of a Qualified Joint and Survivor
Annuity or the Spouse cannot be located or spousal consent cannot be obtained
for other reasons set forth in Code Section 401(a)(11) and regulations issued
thereunder.

If a
Participants Account is subject to the automatic annuity provisions
specified in the Addendum, the Participants vested interest in his Account
shall be deemed to exceed $5,000 if the Participants Benefit Payment Date has
occurred with respect to amounts currently held in his Account and as of such
Benefit Payment Date his vested interest in his Account exceeded $5,000.

|    |    |     
|--- | -- | ----
|KP6 | 55 | 6189

---



|     |                                              
|---- | ---------------------------------------------
|15.7 | Automatic Rollover of Mandatory Distributions

If
distribution of a Participants vested interest is to be made to a Participant
as provided in the preceding Section before the later of the Participants
Normal Retirement Date or the date the Participant attains age 62, and the
amount of such vested interest exceeds $1,000, distribution of such vested
interest shall be made through a direct rollover to an individual retirement
plan selected by the Administrator, unless the Participant affirmatively elects
distribution in a single sum payment or through a direct rollover to an
eligible retirement plan (as defined in Code Section 402(c)(8)(B), modified
as provided in Code Section 401(a)(31)(E)) specified by the Participant. Any
distribution made to a Participants surviving Spouse or other Beneficiary or
to an alternate payee under a qualified domestic relations order shall not be
subject to the automatic rollover provisions described in the preceding sentence.

|     |                                      
|---- | -------------------------------------
|15.8 | Required Commencement of Distribution

Unless the
Participant elects a later date, distribution of his vested interest in his
Account shall commence to the Participant no later than 60 days after the close
of the Plan Year in which occurs the latest of (i) the Participants Normal
Retirement Date, (ii) the Participants attainment of age 65, (iii) the tenth
anniversary of the year in which the Participant commenced participation, or
(iv) the Participants Settlement Date. A Participant who does not make
application for his benefit to commence shall be deemed to have elected to
postpone distribution hereunder.

|     |                              
|---- | -----------------------------
|15.9 | Reemployment of a Participant

If a
Participant whose Settlement Date has occurred is reemployed by an Employer or
a Related Company, he shall lose his right to any distribution or further
distributions from the Trust arising from his prior Settlement Date and his
interest in the Trust shall thereafter be treated in the same manner as that of
any other Participant whose Settlement Date has not occurred.

|      |                           
|----- | --------------------------
|15.10 | Restrictions on Alienation

Except as
provided in Code Section 401(a)(13) (relating to qualified domestic relations
orders), Code Section 401(a)(13)(C) and (D) (relating to offsets ordered or
required under a criminal conviction involving the Plan, a civil judgment in
connection with a violation or alleged violation of fiduciary responsibilities
under ERISA, or a settlement agreement between the Participant and the
Department of Labor in connection with a violation or alleged violation of
fiduciary responsibilities under ERISA), Treasury Regulations Section
1.401(a)-13(b)(2) (relating to Federal tax levies and judgments), or as
otherwise required by law, no benefit under the Plan at any time shall be
subject in any manner to anticipation, alienation, assignment (either at law or
in equity), encumbrance, garnishment, levy, execution, or other legal or
equitable process; and no person shall have power in any manner to anticipate,
transfer, assign (either at law or in equity),

|    |    |     
|--- | -- | ----
|KP6 | 56 | 6189

---



alienate or subject to
attachment, garnishment, levy, execution, or other legal or equitable process,
or in any way encumber his benefits under the Plan, or any part thereof, and
any attempt to do so shall be void.

|      |                    
|----- | -------------------
|15.11 | Facility of Payment

If the
Administrator finds that any individual to whom an amount is payable hereunder
is incapable of attending to his financial affairs because of any mental or
physical condition, including the infirmities of advanced age, such amount may,
in the discretion of the Administrator, be paid to such individuals court
appointed guardian or to another person with a valid power of attorney. The
Trustee shall make such payment only upon receipt of written instructions to
such effect from the Administrator. Any such payment shall be charged to the
Account from which the payment would otherwise have been paid to the individual
found incapable of attending to his financial affairs and shall be a complete
discharge of any liability therefor under the Plan.

If distribution
is to be made to a minor Beneficiary, the Administrator may, in its discretion,
pay the amount to a duly qualified guardian or other legal representative, to
an adult relative under the applicable state Uniform Gifts to Minors Act, as
custodian, or to a trust that has been established for the benefit of the
minor. Any such payment shall be charged to the Account from which the payment
would otherwise have been paid to the minor and shall be a complete discharge
of any liability therefor under the Plan.

|      |                                                    
|----- | ---------------------------------------------------
|15.12 | Inability to Locate Payee and Non-Negotiated Checks

If any benefit
becomes payable to any person, or to the executor or administrator of any
deceased person, and if that person or his executor or administrator does not
present himself to the Administrator within a reasonable period after the
Administrator mails written notice of his eligibility to receive a distribution
hereunder to his last known address and makes such other diligent effort to
locate the person as the Administrator determines, such as (1) providing a
distribution notice to the lost Participant at his/her last known address by
certified mail, (2) use of the Internal Revenue Service letter forwarding
program under IRS Revenue Procedure 94-22, (3) use of a commercial locater service,
the internet or other general search method, or (4) use of the Social Security
Administration search program, that benefit will be forfeited. However, if the
payee later files a claim for that benefit, the benefit will be restored
without adjustment for gains or losses.

If a
distribution check has been issued and is outstanding for more than 180 days
and the Administrator has been unable to locate the payee after diligent
efforts have been made to do so, then except as specifically directed by the Administrator,
the amount of the check shall be re-deposited to the Plan and forfeited.
However, if the payee is subsequently located, the check amount will be
restored to an Account established on the payees behalf, without adjustment
for investment gains or losses since the date of issuance.

|    |    |     
|--- | -- | ----
|KP6 | 57 | 6189

---



Any amount
forfeited under this Section shall be applied against the Employer Contribution
obligations for any subsequent Contribution Period of the Employer for which
the Participant last performed services as an Employee or against Plan
expenses, as directed by the Administrator. Notwithstanding the foregoing,
however, should the amount of all such forfeitures for any Contribution Period
with respect to any Employer exceed the amount of such Employers Employer
Contribution obligations for the Contribution Period, the excess amount of such
forfeitures shall be held unallocated in a suspense account established with
respect to the Employer and shall be applied against Plan expenses and the
Employers Employer Contribution obligations for the following Contribution
Period.

|      |                                                             
|----- | ------------------------------------------------------------
|15.13 | Distribution Pursuant to Qualified Domestic Relations Orders

Notwithstanding any other
provision of the Plan to the contrary, if a qualified domestic relations order
so provides, distribution may be made to an alternate payee pursuant to a
qualified domestic relations order, as defined in Code Section 414(p),
regardless of whether the Participants Settlement Date has occurred or whether
the Participant is otherwise entitled to receive a distribution under the Plan.

|    |    |     
|--- | -- | ----
|KP6 | 58 | 6189

---



ARTICLE XVI
FORM OF PAYMENT

|     |              
|---- | -------------
|16.1 | Applicability

Subject to the
provisions of the Addendum regarding prior protected forms of payment, the
provisions of this Article shall apply to all Participants and Beneficiaries
eligible to receive a distribution under the Plan.

|     |                       
|---- | ----------------------
|16.2 | Normal Form of Payment

The provisions
of this Section do not apply to postpone distribution to a Participant or his
Beneficiary beyond the date required under the terms of the Plan other than
this Section, but shall apply only to the extent they accelerate the time of
distribution.

Subject to the
provisions of the Addendum providing annuity payments with respect to a
Participants Prior Money Purchase Plan Contributions Sub-Account, unless a
Participant or Beneficiary elects distribution in accordance with Section 16.3,
distributions from a Participants Account shall be made to the Participant or
his Beneficiary in installments over a period equal to: (a) five years, with
respect to a Participant whose vested interest in his Account does not exceed
$935,000 (subject to adjustment annually as provided in Code Sections 409(o)(2)
and 415(d)); or (b) five years plus one additional year (to a maximum of five
additional years) for each $185,000 (subject to adjustment annually as provided
in Code Sections 409(o)(2) and 415 (d)), or fraction thereof, by which the
Participants vested interest in his Account exceeds $935,000 (subject to
adjustment annually as provided in Code Sections 409(o)(2) and 415 (d)).
Notwithstanding the foregoing, distribution may be made pursuant to a more
rapid distribution schedule elected by the Participant or his Beneficiary if
the Administrator determines, based on non-discretionary standards that take
into account the available liquid assets of the Employer and the Trust Fund,
that such schedule can be met.

Each
installment shall be equal in amount except as necessary to adjust for any
changes in the value of the Participants Account.

|     |                          
|---- | -------------------------
|16.3 | Optional Forms of Payment

A Participant,
or his Beneficiary, as the case may be, may elect to receive distribution of
all or a portion of his Account in one of the following forms:

|    |                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | in a single
 sum cash payment; or                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                     
|(b) | in a series
 of annual installments over a specified period. Payments hereunder must
 satisfy the distribution requirements described in the Section of Article XV
 entitled Code Section 401(a)(9) Requirements. Each installment shall be
 equal

|    |    |     
|--- | -- | ----
|KP6 | 59 | 6189

---



|     |                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | in amount
 except as necessary to adjust for any changes in the value of the
 Participants Account, unless the Participant elects a more rapid
 distribution schedule.
|     |                                                                                                                                                                        
|16.4 | Change of Election                                                                                                                                                     

A Participant or Beneficiary
who has elected an optional form of payment may revoke or change his election
at any time prior to his Benefit Payment Date by filing his election with the
Administrator in the form prescribed by the Administrator. There is no limit on
the number of elections or revocations a Participant or his Beneficiary may
make prior to his Benefit Payment Date.

|     |                
|---- | ---------------
|16.5 | Direct Rollover

Notwithstanding any other
provision of the Plan to the contrary, in lieu of receiving distribution in a
form of payment provided under this Article, a qualified distributee may
elect in writing, in accordance with rules prescribed by the Administrator, to
have a portion or all of any eligible rollover distribution paid directly by
the Plan to the eligible retirement plan designated by the qualified
distributee. Any such payment by the Plan to another eligible retirement
plan shall be a direct rollover.

Notwithstanding the foregoing,
a qualified distributee may not elect a direct rollover with respect to an
eligible rollover distribution if the total value of the eligible rollover
distributions expected to be made to the qualified distributee for the year
is less than $200 or with respect to a portion of an eligible rollover
distribution if the value of such portion is less than $500.

For purposes of this Section,
the following terms have the following meanings:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | An eligible
 retirement plan with respect to a qualified distributee who is the
 Participant, his surviving Spouse, or his Spouse or former Spouse who is an
 alternate payee under a qualified domestic relations order means any of the
 following: (i) an individual retirement account described in Code Section
 408(a); (ii) an individual retirement annuity described in Code Section
 408(b); (iii) an annuity plan described in Code Section 403(a) that accepts
 rollovers; (iv) a qualified trust described in Code Section 401(a) that accepts
 rollovers, (v) an annuity contract described in Code Section 403(b) that
 accepts rollovers; (vi) an eligible plan under Code Section 457(b) 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; or (vii) effective for distributions made on or after January 1, 2009,
 a Roth IRA, as described in Code Section 408A, provided, that for
 distributions made prior to January 1, 2010, such rollover shall be subject
 to the limitations contained in Code Section 408A(c)(3)(B).

|    |    |     
|--- | -- | ----
|KP6 | 60 | 6189

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Effective
 January 1, 2009, an eligible retirement plan with respect to a qualified
 distributee other than the Participant, his surviving Spouse, or his Spouse
 or former Spouse who is an alternate payee under a qualified domestic
 relations order, means either an individual retirement account described in
 Code Section 408(a) or an individual retirement annuity described in Code
 Section 408(b) (an IRA). Such IRA must be treated as an IRA inherited from
 the deceased Participant by the qualified distributee and must be
 established in a manner that identifies it as such.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                             
|(b)  | An eligible
 rollover distribution means any distribution of all or any portion of the
 balance of a Participants Account; provided, however, that an eligible
 rollover distribution does not include the following:                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                             
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any
 distribution to the extent such distribution is required under Code Section
 401(a)(9).                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                             
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any
 distribution that is one of a series of substantially equal periodic payment
 made not less frequently than annually for the life or life expectancy of the
 qualified distributee or the joint lives or life expectancies of the
 qualified distributee and the qualified distributees designated
 beneficiary, or for a specified period of ten years or more.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                             
|(c)  | A qualified
 distributee means a Participant, his surviving Spouse, or his Spouse or
 former Spouse who is an alternate payee under a qualified domestic relations
 order, as defined in Code Section 414(p). Effective January 1, 2010, a
 qualified distributee includes a Participants non-Spouse Beneficiary who
 is his designated beneficiary within the meaning of Code Section
 401(a)(9)(E).                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                             
|16.6 | Notice Regarding Forms of Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Within the
60-day period ending 30 days before a Participants Benefit Payment Date, the
Administrator shall provide the Participant with a written explanation of his
right to defer distribution until his Normal Retirement Date, or such later
date as may be provided in the Plan, his right to make a direct rollover, the
forms of payment provided under the Plan, and the consequences of consenting to
a current distribution rather than deferring payment to his Normal Retirement
Date. Distribution of the Participants Account may commence fewer than 30 days
after such notice is provided to the Participant if (i) the Administrator
clearly informs the Participant of his right to consider his election of
whether or not to make a direct rollover or to receive a distribution prior to
his Normal Retirement Date and his form of payment for a period of at least 30
days following his receipt of the notice and (ii) the Participant, after
receiving the notice, affirmatively elects an early distribution.

|    |    |     
|--- | -- | ----
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|     |             
|---- | ------------
|16.7 | Reemployment

If a Participant is reemployed
by an Employer or a Related Company prior to receiving distribution of the
entire balance of his vested interest in his Account, his prior election of a
form of payment hereunder shall become ineffective.

|     |                                           
|---- | ------------------------------------------
|16.8 | Distribution in the Form of Employer Stock

Notwithstanding any other provision of the Plan to the contrary, to the
extent that his Fixed Contributions, Prior Money Purchase Plan Contributions,
and Profit-Sharing Contributions are invested in Employer Stock on the date
distribution is to be made to a Participant, the Participant may elect to
receive distribution of all or a portion of the fair market value of such
contributions in the form of Employer Stock, unless the Employers charter or
by-laws restrict ownership of Employer Stock to employees and the Trust Fund.
Distribution in the form of Employer Stock shall be made in whole shares only.
Partial shares shall be distributed in cash.

The by-laws or articles of
incorporation of the Employer may restrict the sale or transfer of Employer
Stock distributed from the Plan, provided that such restrictions apply to all
Employer Stock of the same class. If such Employer Stock is subject to a right
of first refusal, in no event may the Employer pay a price for such Employer
Stock that is less than the price offered by any third party making a bona fide
offer and in no event shall the Trust pay a price less than the fair market
value of the Employer Stock.

|     |           
|---- | ----------
|16.9 | Put Option

If distribution is made from a Participants Employer Contributions
Sub-Account to the Participant or his Beneficiary of Employer Stock that is not
readily tradable on an established securities market or of Employer Stock
acquired with the proceeds of an Exempt Loan that is subject to a trading
limitation, such Employer Stock shall be subject to the put option described in
this Section. Employer Stock is subject to a trading limitation if it is
subject to a restriction under Federal or State securities law or any
regulation thereunder, or under an agreement that would make the Employer Stock
less freely tradable than stock not subject to such restriction.

The put option shall be
exercisable during the 60-day period beginning the day following the date the
Employer Stock is distributed to the Participant, or his Beneficiary, if
applicable. If the put option is not exercised within such period, the
Participant, or his Beneficiary, if applicable, shall have an additional 60-day
period beginning the first day of the Plan Year following the date the Employer
Stock is distributed (or, if later, the first day following the end of the
initial 60-day period, as provided in regulations issued by the Secretary of
the Treasury) in which to exercise the put option. However, in the case of
Employer Stock that is publicly traded without restriction when distributed but
ceases to be so traded within either of the 60-day periods described herein
after distribution, the Employer must notify each holder of such Employer Stock
in writing on or before the

|    |    |     
|--- | -- | ----
|KP6 | 62 | 6189

---



tenth day
after the date the Employer Stock ceases to be so traded that for the remainder
of the applicable 60-day period the Employer Stock is subject to the put
option. The number of days between the tenth day and the date on which notice
is actually given, if later than the tenth day, must be added to the duration
of the put option. The notice must inform distributees of the term of the put option
that they are to hold. The terms must satisfy the requirements of this Section.

The put option
is exercised by the holder notifying the Employer in writing that the put
option is being exercised. The notice shall state the name and address of the
holder and the number of shares to be sold. The period during which a put
option is exercisable does not include any time when a distributee is unable to
exercise it because the party bound by the put option is prohibited from
honoring it because of applicable Federal or State law. The price at which a
put option must be exercisable is the fair market value of the Employer Stock.

Payment under
a put option involving a total distribution, as defined herein, shall be paid
in substantially equal monthly, quarterly, semiannual, or annual installments
over a period certain beginning not later than 30 days after the exercise of
the put option and not extending beyond five years. Payment may be deferred if
adequate security and a reasonable rate of interest on the unpaid amounts are
provided. For purposes of this Section, a total distribution means a
distribution to a Participant or his Beneficiary within one taxable year of the
Participants entire vested interest in his Account.

Payment under
a put option involving installment distributions must be paid not later than 30
days after the exercise of the put option.

Payment under
a put option may not be restricted by the provisions of a loan or any other
arrangement, including the terms of the Employers articles of incorporation,
unless so required by applicable state law.

|    |    |     
|--- | -- | ----
|KP6 | 63 | 6189

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ARTICLE
XVII
BENEFICIARIES

|     |                           
|---- | --------------------------
|17.1 | Designation of Beneficiary

The
Beneficiary of a Participant who does not have a Spouse shall be the person or
persons designated by such Participant in accordance with rules prescribed by
the Administrator. The Beneficiary of a Participant who has a Spouse shall be
his Spouse, unless the Participant designates a person or persons other than
his Spouse as Beneficiary with the written consent of his Spouse. For purposes
of this Section, a Participant shall be treated as not having a Spouse and such
Spouses consent shall not be required if the Participant does not have a
Spouse on his Benefit Payment Date. A Participants designation of a Beneficiary
shall be subject to the Qualified Preretirement Survivor Annuity provisions
described in the Addendum.

If no
Beneficiary has been designated pursuant to the provisions of this Section, or
if no Beneficiary survives the Participant and he has no surviving Spouse, then
the Beneficiary under the Plan shall be the deceased Participants lineal
descendents, per stirpes, including his legally adopted children. If there are
no such surviving lineal descendants, then the Beneficiary under the Plan shall
be the deceased Participants lineal ascendants, per capita. If there are no
such surviving lineal ascendants, then the Beneficiary under the Plan shall be
the deceased Participants estate.

If a
Beneficiary dies after becoming entitled to receive a distribution under the
Plan but before distribution is made to him in full, and if the Participant has
not designated another Beneficiary to receive the balance of the distribution
in that event, the estate of the deceased Beneficiary shall be the Beneficiary
as to the balance of the distribution.

|     |                             
|---- | ----------------------------
|17.2 | Spousal Consent Requirements

Any written
consent given by a Participants Spouse pursuant to this Article must
acknowledge the effect of the action taken and must be witnessed by a Plan
representative or a notary public. In addition, the Spouses written consent
must either (i) specify any non-Spouse Beneficiary designated by the
Participant and that such Beneficiary may not be changed without the Spouses
written consent or (ii) acknowledge that the Spouse has the right to limit
consent to a specific Beneficiary, but permit the Participant to change the
designated Beneficiary without the Spouses further consent. A Participants
Spouse will be deemed to have given written consent to the Participants
designation of Beneficiary if the Participant establishes to the satisfaction
of a Plan representative that such consent cannot be obtained because the
Spouse cannot be located or because of other circumstances set forth in Section
401(a)(11) of the Code and regulations issued thereunder. Any written consent
given or deemed to have been given by a Participants Spouse hereunder shall be
valid only with respect to the Spouse who signs the consent.

|    |    |     
|--- | -- | ----
|KP6 | 64 | 6189

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|     |                                                   
|---- | --------------------------------------------------
|17.3 | Revocation of Beneficiary Designation Upon Divorce

Notwithstanding any other
provision of this Article XVII to the contrary, if a Participant designates his
or her Spouse as Beneficiary under the Plan, such designation shall
automatically become null and void as of the date of any final divorce or
similar decree or order unless either (i) the Participant re-designates such
former Spouse as his or her Beneficiary after the date of the final decree or
order or (ii) such former Spouse is designated as the Participants Beneficiary
under a qualified domestic relations order; provided, however, that such former
Spouse shall be the Participants Beneficiary under this clause (ii) only to
the extent required in accordance with the qualified domestic relations order.

|    |    |     
|--- | -- | ----
|KP6 | 65 | 6189

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ARTICLE XVIII 
ADMINISTRATION

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Authority of the Sponsor                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|The Sponsor,
 which shall be the administrator for purposes of ERISA and the plan
 administrator for purposes of the Code, shall be responsible for the
 administration of the Plan and, in addition to the powers and authorities
 expressly conferred upon it in the Plan, shall have all such powers and
 authorities as may be necessary to carry out the provisions of the Plan,
 including the power and authority to interpret and construe the provisions of
 the Plan, to make benefit determinations, and to resolve any disputes which
 arise under the Plan. The Sponsor may employ such attorneys, agents, and
 accountants as it may deem necessary or advisable to assist in carrying out
 its duties hereunder. The Sponsor shall be a named fiduciary as that term
 is defined in ERISA Section 402(a)(2). The Sponsor, by action of its board of
 directors, may:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | allocate any
 of the powers, authority, or responsibilities for the operation and
 administration of the Plan (other than trustee responsibilities as defined in
 ERISA Section 405(c)(3)) among named fiduciaries; and
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | designate a
 person or persons other than a named fiduciary to carry out any of such
 powers, authority, or responsibilities;                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|except that
 no allocation by the Sponsor of, or designation by the Sponsor with respect
 to, any of such powers, authority, or responsibilities to another named
 fiduciary or a person other than a named fiduciary shall become effective
 unless such allocation or designation shall first be accepted by such named
 fiduciary or other person in a writing signed by it and delivered to the
 Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|The Sponsor
 shall also have the authority and discretion to engage an Administrative
 Delegate who shall perform, without discretionary authority or control,
 administrative functions within the framework of policies, interpretations,
 rules, practices, and procedures made by the Sponsor or other named
 fiduciary. Any action made or taken by the Administrative Delegate may be appealed
 by an affected Participant to the Sponsor in accordance with the claims
 review procedure as provided in Section 18.4. Any decisions which call for
 interpretations of plan provisions not previously made by the Sponsor shall
 be made only by the Sponsor. The Administrative Delegate shall not be
 considered a fiduciary with respect to the services it provides.                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|18.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Discretionary Authority                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                        
|In carrying
 out its duties under the Plan, including making benefit determinations,
 interpreting or construing the provisions of the Plan, making factual
 determinations, and resolving disputes, the Sponsor (or any individual to
 whom authority has been delegated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|    |    |     
|--- | -- | ----
|KP6 | 66 | 6189

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------
|in
 accordance with Section 18.1, other than the Administrative Delegate) shall
 have absolute discretionary authority. The decision of the Sponsor (or any
 individual to whom authority has been delegated in accordance with Section
 18.1, other than the Administrative Delegate) shall be final and binding on
 all persons and entitled to the maximum deference allowed by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        
|18.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Action of the Sponsor  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        
|Any act
 authorized, permitted, or required to be taken under the Plan by the Sponsor
 and which has not been delegated in accordance with Section 18.1, may be
 taken by a majority of the members of the board of directors of the Sponsor,
 either by vote at a meeting, or in writing without a meeting, or by the
 employee or employees of the Sponsor designated by the board of directors to
 carry out such acts on behalf of the Sponsor. All notices, advice,
 directions, certifications, approvals, and instructions required or
 authorized to be given by the Sponsor under the Plan shall be in writing and
 signed by either (i) a majority of the members of the Sponsors board of
 directors or by such member or members as may be designated by an instrument
 in writing, signed by all the members thereof, as having authority to execute
 such documents on its behalf, or (ii) the employee or employees authorized to
 act for the Sponsor in accordance with the provisions of this Section.                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        
|18.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Claims Review Procedure
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        
|Except to
 the extent that the provisions of any collective bargaining agreement provide
 another method of resolving claims for benefits under the Plan, the
 provisions of this Section shall control whenever a claim for benefits under
 the Plan filed by any person (referred to in this Section as the Claimant)
 is denied. The provisions of this Section shall also control whenever a
 Claimant seeks a remedy under any provision of ERISA or other applicable law
 in connection with any error regarding his Account (including a failure or
 error in implementing investment directions) and such claim is denied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        
|Whenever a
 claim under the Plan is denied, whether in whole or in part, the Sponsor
 shall transmit a written notice of such decision to the Claimant within 90
 days of the date the claim was filed or, if special circumstances require an
 extension, within 180 days of such date, which notice shall be written in a
 manner calculated to be understood by the Claimant and shall contain a
 statement of (i) the specific reasons for the denial of the claim, (ii)
 specific reference to pertinent Plan provisions on which the denial is based,
 (iii) a description of any additional material or information necessary for
 the Claimant to perfect the claim and an explanation of why such information
 is necessary, (iv) that the Claimant is entitled to receive, upon request and
 free of charge, reasonable access to, and copies of, all documents, (v)
 records and other information relevant to the Claimants claim, a description
 of the review procedures and in the event of an adverse review decision, a
 statement describing any voluntary review procedures and the Claimants right
 to obtain copies of such procedures, and (vi) a statement that there is no
 further administrative review following the initial review, and that the
 Claimant has a right to

|    |    |     
|--- | -- | ----
|KP6 | 67 | 6189

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|bring a
 civil action under ERISA Section 502(a) if the Sponsors decision on review
 is adverse to the Claimant. The notice shall also include a statement
 advising the Claimant that, within 60 days of the date on which he receives
 such notice, he may obtain review of such decision in accordance with the
 procedures hereinafter set forth. Within such 60-day period, the Claimant or
 his authorized representative may request that the claim denial be reviewed
 by filing with the Sponsor a written request therefor, which request shall
 contain the following information:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the date on
 which the Claimants request was filed with the Sponsor; provided, however,
 that the date on which the Claimants request for review was in fact filed
 with the Sponsor shall control in the event that the date of the actual
 filing is later than the date stated by the Claimant pursuant to this
 paragraph;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the specific
 portions of the denial of his claim which the Claimant requests the Sponsor
 to review;                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a statement
 by the Claimant setting forth the basis upon which he believes the Sponsor
 should reverse the previous denial of his claim for benefits and accept his
 claim as made; and                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any written
 material (offered as exhibits) which the Claimant desires the Sponsor to
 examine in its consideration of his position as stated pursuant to paragraph
 (c) of this Section.                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|Within 60
 days of the date determined pursuant to paragraph (a) of this Section or, if
 special circumstances require an extension, within 120 days of such date, the
 Sponsor shall conduct a full and fair review of the decision denying the
 Claimants claim for benefits and shall render its written decision on review
 to the Claimant. The Sponsors decision on review shall be written in a
 manner calculated to be understood by the Claimant and shall specify the
 reasons and Plan provisions upon which the Sponsors decision was based.                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|Notwithstanding
 the foregoing, special procedures apply for processing claims and reviewing
 prior claim determinations if a Claimants claim for benefits is contingent
 upon a determination as to whether a Participant is Disabled under the Plan.                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|18.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Special Rules Applicable to Claims Related to Investment Errors                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                 
|Any person
 alleging that there has been a failure or error in implementing investment
 directions with respect to a Participants Account must file a claim with the
 Administrator on or before the earlier of: (a) 60 days from the mailing of a
 trade confirmation, account statement, or any other document, from which the
 error can be discovered; or (b) one year from the date of the transaction
 related to the error. Any claim filed outside of such period shall be limited
 to the benefit that would have been                                                              

|    |    |     
|--- | -- | ----
|KP6 | 68 | 6189

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------
|determined
 if the claim were timely filed, and therefore any adjustments shall be
 calculated for such period only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|18.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Exhaustion of Remedies             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|No civil
 action for benefits under the Plan shall be brought unless and until the
 aggrieved person has: (a) submitted a timely claim for benefits in accordance
 with this Article; (b) been notified by the Administrator that the claim has
 been denied; (c) filed a written request for a review of the claim in
 accordance with the preceding Section; (d) been notified in writing of an
 adverse benefit determination on review; and (e) filed the civil action
 within 1 years of the date he receives a final adverse determination of his
 claim on review.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|18.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Qualified Domestic Relations Orders
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|The Sponsor
 shall establish reasonable procedures to determine the status of domestic
 relations orders and to administer distributions under domestic relations orders
 which are deemed to be qualified orders. Such procedures shall be in writing
 and shall comply with the provisions of Code Section 414(p) and regulations
 issued thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|18.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Indemnification                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|In addition
 to whatever rights of indemnification the members of the Sponsors board of
 directors or any employee or employees of the Sponsor to whom any power,
 authority, or responsibility is delegated pursuant to Section 18.3, may be
 entitled under the articles of incorporation or regulations of the Sponsor,
 under any provision of law, or under any other agreement, the Sponsor shall
 satisfy any liability actually and reasonably incurred by any such person or
 persons, including expenses, attorneys fees, judgments, fines, and amounts
 paid in settlement (other than amounts paid in settlement not approved by the
 Sponsor), in connection with any threatened, pending or completed action,
 suit, or proceeding which is related to the exercising or failure to exercise
 by such person or persons of any of the powers, authority, responsibilities,
 or discretion as provided under the Plan, or reasonably believed by such
 person or persons to be provided hereunder, and any action taken by such
 person or persons in connection therewith, unless the same is judicially determined
 to be the result of such person or persons gross negligence or willful
 misconduct.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|18.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Prudent Man Standard of Care       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    
|The Trustee,
 the Sponsor and any other fiduciary under the Plan shall discharge his duties
 under the Plan solely in the interests of Participants and Beneficiaries and,
 in accordance with the requirements of ERISA Section 404(a)(1)(B), with the
 care, skill, prudence, and diligence under the prevailing circumstances that
 a prudent man acting in a like capacity and familiar with such matters would
 use in conducting an enterprise of like character with like aims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|    |    |     
|--- | -- | ----
|KP6 | 69 | 6189

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|                                                                                                                                                                                                                                                                                                                                      |                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------
|18.10                                                                                                                                                                                                                                                                                                                                 | Actions Binding
|                                                                                                                                                                                                                                                                                                                                      |                
|Subject to
 the provisions of Section 18.4, any action taken by the Sponsor which is
 authorized, permitted, or required under the Plan shall be final and binding
 upon the Employers, the Trustee, all persons who have or who claim an
 interest under the Plan, and all third parties dealing with the Employers or
 the Trustee.

|    |    |     
|--- | -- | ----
|KP6 | 70 | 6189

---



ARTICLE XIX 
AMENDMENT AND TERMINATION

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|19.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Amendment by Plan Sponsor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Subject to
 the provisions of Section 19.2, the Sponsor may at any time and from time to
 time, by action of its board of directors, or such officers of the Sponsor as
 are authorized by its board of directors, amend the Plan, either
 prospectively or retroactively. Any such amendment shall be by written
 instrument executed by the Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Limitation on Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Except as
 otherwise required by law, no amendment shall be made to the Plan that decreases
 the accrued benefit of any Participant or Beneficiary, except that nothing
 contained herein shall restrict the right to amend the provisions of the Plan
 relating to the administration of the Plan and Trust. Moreover, no such
 amendment shall be made hereunder which shall permit any part of the Trust to
 revert to an Employer or any Related Company or be used or be diverted to
 purposes other than the exclusive benefit of Participants and Beneficiaries.
 The Sponsor shall make no retroactive amendment to the Plan unless such
 amendment satisfies the requirements of Code Section 401(b) and/or Treasury
 Regulations Section 1.401(a)(4)-11(g), as applicable.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Sponsor
 reserves the right, by action of its board of directors, to terminate the
 Plan as to all Employers at any time (the effective date of such termination
 being hereinafter referred to as the termination date). Upon any such
 termination of the Plan, the following actions shall be taken for the benefit
 of Participants and Beneficiaries:                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | As of the
 termination date, each Investment Fund shall be valued and all Accounts and
 Sub-Accounts shall be adjusted in the manner provided in Article XI, with any
 unallocated contributions or forfeitures being allocated as of the termination
 date in the manner otherwise provided in the Plan. The termination date shall
 become a Valuation Date for purposes of Article XI. In determining the net
 worth of the Trust, there shall be included as a liability such amounts as
 shall be necessary to pay all expenses in connection with the termination of
 the Trust and the liquidation and distribution of the property of the Trust,
 as well as other expenses, whether or not accrued, and shall include as an
 asset all accrued income.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | All Accounts
 shall then be disposed of to or for the benefit of each Participant or
 Beneficiary in accordance with the provisions of Article XV as if the
 termination date were his Settlement Date; provided, however, that
 notwithstanding the provisions of Article XV, if the Plan does not offer an
 annuity option and if                                                                                                                                                                                                                                                                                                                                                                                                                            

|    |    |     
|--- | -- | ----
|KP6 | 71 | 6189

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | neither his
 Employer nor a Related Company establishes or maintains another defined
 contribution plan (other than an employee stock ownership plan as defined in
 Code Section 4975(e)(7)), the Participants written consent to the
 commencement of distribution shall not be required regardless of the value of
 the vested portions of his Account.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|Notwithstanding
 anything to the contrary contained in the Plan, upon any such Plan termination,
 the vested interest of each Participant and Beneficiary in his Employer
 Contributions Sub-Account shall be 100 percent; and, if there is a partial
 termination of the Plan, the vested interest of each Participant and
 Beneficiary who is affected by the partial termination in his Employer
 Contributions Sub-Account shall be 100 percent. For purposes of the preceding
 sentence only, the Plan shall be deemed to terminate automatically if there
 shall be a complete discontinuance of contributions hereunder by all
 Employers.                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|19.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Inability to Locate Payee on Plan Termination                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|If
 distribution of a Participants Account is to be made to the Participant, his
 Beneficiary, or an alternate payee under a qualified domestic relations order
 (a payee) on account of the termination of the Plan, and such payee does
 not present himself to the Administrator within a reasonable period after the
 Administrator mails written notice of his eligibility to receive a
 distribution hereunder to his last known address and makes such other
 diligent effort to locate the person as the Administrator determines,
 distribution of such Account shall be made at the direction of the
 Administrator through a direct rollover to an individual retirement plan
 established on behalf of the payee with a provider selected by the
 Administrator, purchase of an annuity contract on behalf of the payee, or
 transfer to another eligible retirement plan, as defined in the Section of
 Article XVI entitled Direct Rollovers.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|19.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Reorganization                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|The merger,
 consolidation, or liquidation of any Employer with or into any other Employer
 or a Related Company shall not constitute a termination of the Plan as to
 such Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|19.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Withdrawal of an Employer                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                           
|An Employer
 other than the Sponsor may withdraw from the Plan at any time upon notice in
 writing to the Administrator (the effective date of such withdrawal being
 hereinafter referred to as the withdrawal date), and shall thereupon cease
 to be an Employer for all purposes of the Plan. An Employer shall be deemed
 automatically to withdraw from the Plan in the event of its complete
 discontinuance of contributions, or, subject to Section 19.6 and unless the
 Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor
 or any other Employer. Upon the withdrawal of an Employer, the withdrawing
 Employer shall determine whether a partial termination has occurred                                                                                                                                                                                                                                                  

|    |    |     
|--- | -- | ----
|KP6 | 72 | 6189

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|with respect
 to its Employees. In the event that the withdrawing Employer determines a
 partial termination has occurred, the action specified in Section 19.4 shall
 be taken as of the withdrawal date, as on a termination of the Plan, but with
 respect only to Participants who are employed solely by the withdrawing
 Employer, and who, upon such withdrawal, are neither transferred to nor
 continued in employment with any other Employer or a Related Company. The
 interest of any Participant employed by the withdrawing Employer who is
 transferred to or continues in employment with any other Employer or a Related
 Company, and the interest of any Participant employed solely by an Employer
 or a Related Company other than the withdrawing Employer, shall remain
 unaffected by such withdrawal; no adjustment to his Accounts shall be made by
 reason of the withdrawal; and he shall continue as a Participant hereunder
 subject to the remaining provisions of the Plan.

|    |    |     
|--- | -- | ----
|KP6 | 73 | 6189

---



ARTICLE XX 
ADOPTION BY OTHER ENTITIES

|                                                                                                                                                                                                                                                                                                                                                                     |                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
|20.1                                                                                                                                                                                                                                                                                                                                                                 | Adoption by Related Companies
|                                                                                                                                                                                                                                                                                                                                                                     |                              
|A Related
 Company that is not an Employer may, with the consent of the Sponsor, adopt
 the Plan and become an Employer hereunder by causing an appropriate written
 instrument evidencing such adoption to be executed in accordance with the
 requirements of its organizational authority. Any such instrument shall specify
 the effective date of the adoption.
|                                                                                                                                                                                                                                                                                                                                                                     |                              
|20.2                                                                                                                                                                                                                                                                                                                                                                 | Effective Plan Provisions    
|                                                                                                                                                                                                                                                                                                                                                                     |                              
|An Employer
 who adopts the Plan shall be bound by the provisions of the Plan in effect at
 the time of the adoption and as subsequently in effect because of any
 amendment to the Plan.                                                                                                                                                                           

|    |    |     
|--- | -- | ----
|KP6 | 74 | 6189

---



ARTICLE XXI
MISCELLANEOUS PROVISIONS

|                                                                                                                                                                                                                                                                                                                                                                                               |                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|21.1                                                                                                                                                                                                                                                                                                                                                                                           | No Commitment as to Employment
|                                                                                                                                                                                                                                                                                                                                                                                               |                               
|Nothing
 contained herein shall be construed as a commitment or agreement upon the
 part of any person to continue his employment with an Employer or Related
 Company, or as a commitment on the part of any Employer or Related Company to
 continue the employment, compensation, or benefits of any person for any
 period.                                                               
|                                                                                                                                                                                                                                                                                                                                                                                              
|21.2                                                                                                                                                                                                                                                                                                                                                                                           | Benefits                      
|                                                                                                                                                                                                                                                                                                                                                                                               |                               
|Nothing in
 the Plan nor the Trust Agreement shall be construed to confer any right or
 claim upon any person, firm, or corporation other than the Employers, the
 Trustee, Participants, and Beneficiaries.                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                              
|21.3                                                                                                                                                                                                                                                                                                                                                                                           | No Guarantees                 
|                                                                                                                                                                                                                                                                                                                                                                                               |                               
|The
 Employers, the Administrator, and the Trustee do not guarantee the Trust from
 loss or depreciation, nor do they guarantee the payment of any amount which
 may become due to any person hereunder.                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                              
|21.4                                                                                                                                                                                                                                                                                                                                                                                           | Expenses                      
|                                                                                                                                                                                                                                                                                                                                                                                               |                               
|The expenses
 of operation and administration of the Plan, including the expenses of the
 Administrator and fees of the Trustee, shall be paid from the Trust, unless the
 Sponsor elects to make payment. To the extent paid from the Trust,
 administrative expenses shall be paid first from any forfeitures. Any
 remaining expenses shall be allocated among Participants Accounts.     
|                                                                                                                                                                                                                                                                                                                                                                                              
|Notwithstanding
 the foregoing, the costs incident to the management of the assets of an
 Investment Fund or to the purchase or sale of securities held in an
 Investment fund shall be allocable to Accounts invested in such Investment
 Fund and administrative expenses that are incurred directly with respect to
 an individual Participants Account will be allocated to that Account.
|                                                                                                                                                                                                                                                                                                                                                                                              
|21.5                                                                                                                                                                                                                                                                                                                                                                                           | Precedent                     
|                                                                                                                                                                                                                                                                                                                                                                                               |                               
|Except as
 otherwise specifically provided, no action taken in accordance with the Plan
 shall be construed or relied upon as a precedent for similar action under
 similar circumstances.                                                                                                                                                                                                    

|    |    |     
|--- | -- | ----
|KP6 | 75 | 6189

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------
|21.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Duty to Furnish Information                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                      
|The
 Employers, the Administrator, and the Trustee shall furnish to any of the
 others any documents, reports, returns, statements, or other information that
 the other reasonably deems necessary to perform its duties hereunder or
 otherwise imposed by law.                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|21.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Merger, Consolidation, or Transfer of Plan Assets    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                      
|The Plan
 shall not be merged or consolidated with any other plan, nor shall any of its
 assets or liabilities be transferred to another plan, unless, immediately
 after such merger, consolidation, or transfer of assets or liabilities, each
 Participant in the Plan would receive a benefit under the Plan which is at
 least equal to the benefit he would have received immediately prior to such
 merger, consolidation, or transfer of assets or liabilities (assuming in each
 instance that the Plan had then terminated).                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|21.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Condition on Employer Contributions                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                      
|Notwithstanding
 anything to the contrary contained in the Plan or the Trust Agreement, any
 contribution of an Employer hereunder is conditioned upon the continued
 qualification of the Plan under Code Section 401(a), the exempt status of the
 Trust under Code Section 501(a), and the deductibility of the contribution
 under Code Section 404. Except as otherwise provided in this Section and
 Section 21.9, however, in no event shall any portion of the property of the
 Trust ever revert to or otherwise inure to the benefit of an Employer or any
 Related Company.                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|21.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Return of Contributions to an Employer               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                      
|Notwithstanding
 any other provision of the Plan or the Trust Agreement to the contrary, in
 the event any contribution of an Employer made hereunder:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | is made
 under a mistake of fact, or                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                      
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | is
 disallowed as a deduction under Code Section 404,
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                      
|such
 contribution, reduced for any losses experienced by the Trust Fund, may be
 returned to the Employer within one year after the payment of the
 contribution or the disallowance of the deduction to the extent disallowed,
 whichever is applicable. In the event the Plan does not initially qualify
 under Code Section 401(a), any contribution of an Employer made hereunder may
 be returned to the Employer within one year of the date of denial of the
 initial qualification of the Plan, but only if an application for
 determination was made within the period of time prescribed under ERISA
 Section 403(c)(2)(B).

|    |    |     
|--- | -- | ----
|KP6 | 76 | 6189

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------
|21.10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Validity of Plan                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                       
|The validity
 of the Plan shall be determined and the Plan shall be construed and
 interpreted in accordance with the laws of the state or commonwealth in which
 the Trustee has its principal place of business or, if the Trustee is an
 individual or group of individuals, the state or commonwealth in which the
 Sponsor has its principal place of business, except as preempted by
 applicable Federal law. The invalidity or illegality of any provision of the
 Plan shall not affect the legality or validity of any other part thereof.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Trust Agreement                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                       
|The Trust
 Agreement and the Trust maintained thereunder shall be deemed to be a part of
 the Plan as if fully set forth herein and the provisions of the Trust
 Agreement are hereby incorporated by reference into the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Parties Bound                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                       
|The Plan
 shall be binding upon the Employers, all Participants and Beneficiaries
 hereunder, and, as the case may be, the heirs, executors, administrators,
 successors, and assigns of each of them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Application of Certain Plan Provisions
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                       
|For purposes
 of the general administrative provisions and limitations of the Plan, a
 Participants Beneficiary or alternate payee under a qualified domestic
 relations order shall be treated as any other person entitled to receive
 benefits under the Plan. Upon any termination of the Plan, any such Beneficiary
 or alternate payee under a qualified domestic relations order who has an
 interest under the Plan at the time of such termination, which does not cease
 by reason thereof, shall be deemed to be a Participant for all purposes of
 the Plan. A Participants Beneficiary, if the Participant has died, or
 alternate payee under a qualified domestic relations order shall be treated
 as a Participant for purposes of directing investments as provided in Article
 X.                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.14                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Merged Plans                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                       
|In the event
 another defined contribution plan (the merged plan) is merged into and made
 a part of the Plan, each Employee who was eligible to participate in the
 merged plan immediately prior to the merger shall become an Eligible
 Employee on the date of the merger. In no event shall a Participants vested
 interest in his Sub-Account attributable to amounts transferred to the Plan
 from the merged plan (his transferee Sub-Account) on and after the merger
 be less than his vested interest in his account under the merged plan
 immediately prior to the merger. Notwithstanding any other provision of the
 Plan to the contrary, a Participants service credited for eligibility and
 vesting purposes under the merged plan as of the merger, if any, shall be
 included as Eligibility and Vesting

|    |    |     
|--- | -- | ----
|KP6 | 77 | 6189

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|Service
 under the Plan to the extent Eligibility and Vesting Service are credited
 under the Plan. Special provisions applicable to a Participants transferee
 Sub-Account, if any, shall be specifically reflected in the Plan or in an
 Addendum to the Plan.                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.15                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Transferred Funds           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                             
|If funds
 from another qualified plan are transferred or merged into the Plan, such
 funds shall be held and administered in accordance with any restrictions
 applicable to them under such other plan to the extent required by law and
 shall be accounted for separately to the extent necessary to accomplish the
 foregoing.                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.16                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Veterans Reemployment Rights
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                             
|Notwithstanding
 any other provision of the Plan to the contrary, contributions, benefits, and
 service credit with respect to qualified military service shall be provided
 in accordance with Code Section 414(u). Any contributions required to be made
 in accordance with this Section shall be contributed to the Plan within the
 time period prescribed under applicable regulations or other guidance. The
 Administrator shall notify the Trustee of any Participant with respect to
 whom additional contributions are made because of qualified military service.                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|If a
 Participant who is absent from employment as a Covered Employee because of
 military service dies after December 31, 2006, while performing qualified
 military service (as defined in Code Section 414(u)), the Participant shall
 be treated as having returned to employment as a Covered Employee on the day
 immediately preceding his death for purposes of determining the Participants
 vested interest in his Account and his Beneficiarys eligibility for a death
 benefit under the Plan. Notwithstanding the foregoing, such a Participant
 shall not be entitled to additional contributions with respect to his period
 of military leave.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.17                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Delivery of Cash Amounts    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                             
|To the
 extent that the Plan requires the Employers to deliver cash amounts to the
 Trustee, such delivery may be made through any means acceptable to the
 Trustee, including wire transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.18                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Written Communications      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                             
|Any
 communication among the Employers, the Administrator, and the Trustee that is
 stipulated under the Plan to be made in writing may be made in any medium
 that is acceptable to the receiving party and permitted under applicable law.
 In addition, any communication or disclosure to or from Participants and/or
 Beneficiaries that is required under the terms of the Plan to be made in
 writing may be provided in any other medium (electronic, telephonic, or
 otherwise) that is acceptable to the Administrator and permitted under
 applicable law.                                                                                           

|    |    |     
|--- | -- | ----
|KP6 | 78 | 6189

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|21.19                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Plan Correction Procedures
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                           
|The Employer
 shall take such action as it deems necessary to correct any Plan failure,
 including, but not limited to, operational failures, documentation failures
 (such as a failure to timely amend), failures affecting Plan qualification,
 etc. Subject to the requirements of the Employee Plans Compliance Resolution
 System, as set forth in Revenue Procedure 2008-50, or any superseding
 guidance (EPCRS), the Employer may adopt any correction method that it
 deems appropriate under the circumstances. In addition to any correction
 method specified in the Plan, the Employer may, where appropriate, make
 correction in accordance with EPCRS, including the making of a Qualified
 Nonelective Contribution permitted under EPCRS, but not otherwise provided
 under the Plan.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|In the event
 of a fiduciary breach or a prohibited transaction, correction shall be made
 in accordance with the requirements of ERISA and the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|21.20                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Prohibited Obligations    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                           
|The Plan
 cannot obligate itself to acquire Employer Stock from a particular holder at
 an indefinite time determined upon the happening of a specified event, such
 as the death of the holder, or under a put option binding upon the Plan.
 However, at the time a put option is exercised, the Plan may be given the
 opportunity to assume the rights and obligations of the Employer under a put
 option that is binding on the Employer. The price to the Plan of any Employer
 Stock acquired under a put option cannot exceed fair market value.                                                                                                                                                                                                                                                 

|    |    |     
|--- | -- | ----
|KP6 | 79 | 6189

---



ARTICLE XXII
TOP-HEAVY PROVISIONS

|     |            
|---- | -----------
|22.1 | Definitions

For purposes
of this Article, the following terms shall have the following meanings:

The compensation of an employee means his 415
compensation as defined in Section 7.1.

The determination date with respect to any
Plan Year means the last day of the preceding Plan Year, except that the
determination date with respect to the first Plan Year of the Plan, shall
mean the last day of such Plan Year.

A 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 an Employer or a
Related Company having annual compensation greater than $160,000 (as adjusted
under Section 416(i)(1) of the Code for Plan Years beginning after December 31,
2007), a 5% owner of an Employer or a Related Company, or a 1% owner of an
Employer or a Related Company having annual compensation of more than
$150,000.

A non-key employee means any Employee who is
not a key employee.

A permissive aggregation group means those
plans included in each Employers required aggregation group together with
any other plan or plans of the Employer or any Related Company, so long as the
entire group of plans would continue to meet the requirements of Code Sections
401(a)(4) and 410.

A required aggregation group means the group
of tax-qualified plans maintained by an Employer or a Related Company
consisting of each plan in which a key employee participates or participated
at any time during the Plan Year containing the determination date or any of
the 4 preceding Plan Years (regardless of whether the plan has terminated) and
each other plan that enables a plan in which a key employee participates to
meet the requirements of Code Section 401(a)(4) or Code Section 410.

A top-heavy group with respect to a
particular Plan Year means a required or permissive aggregation group if
the sum, as of the determination date, of the present value of the cumulative
accrued benefits for key employees under all defined benefit plans included
in such group and the aggregate of the account balances of key employees
under all defined contribution plans included in such group exceeds 60 percent
of a similar sum determined for all employees covered by the plans included in
such group.

|    |    |     
|--- | -- | ----
|KP6 | 80 | 6189

---



A top heavy plan with respect to a
particular Plan Year means (i) in the case of a defined contribution plan
(including any simplified employee pension plan), a plan for which, as of the
determination date, the aggregate of the accounts (within the meaning of Code
Section 416(g) and the regulations and rulings thereunder) of key employees
exceeds 60 percent of the aggregate of the accounts of all participants under
the plan, with the accounts valued as of the relevant valuation date and
increased for any distribution of an account balance made during the 1-year
period ending on the determination date (5-year period ending on the
determination date if distribution is made for any reason other than
severance from employment, death, or disability), (ii) in the case of a defined
benefit plan, a plan for which, as of the determination date, the present
value of the cumulative accrued benefits payable under the plan (within the
meaning of Code Section 416(g) and the regulations and rulings thereunder) to
key employees exceeds 60 percent of the present value of the cumulative
accrued benefits under the plan for all employees, with the present value of
accrued benefits for employees (other than key employees) to be determined
under the accrual method uniformly used under all plans maintained by an
Employer or, if no such method exists, under the slowest accrual method
permitted under the fractional accrual rate of Code Section 411(b)(1)(C) and
including the present value of any part of any accrued benefits distributed
during the 1-year period ending on the determination date (5-year period
ending on the determination date if distribution is made for any reason other
than severance from employment, death, or disability), and (iii) any plan
(including any simplified employee pension plan) included in a required
aggregation group that is a top heavy group. For purposes of this paragraph,
the accounts and accrued benefits of any employee who has not performed
services for an Employer or a Related Company during the 1-year period ending
on the determination date shall be disregarded. For purposes of this
paragraph, the present value of cumulative accrued benefits under a defined
benefit plan for purposes of top heavy determinations shall be calculated using
the actuarial assumptions otherwise employed under such plan, except that the
same actuarial assumptions shall be used for all plans within a required or
permissive aggregation group. Notwithstanding the foregoing, if a plan is
included in a required or permissive aggregation group that is not a
top-heavy group, such plan shall not be a top-heavy plan.

The valuation date with respect to any
determination date means the most recent Valuation Date occurring within the
12-month period ending on the determination date.

|     |              
|---- | -------------
|22.2 | Applicability

Notwithstanding
any other provision of the Plan to the contrary, the provisions of this Article
shall be applicable during any Plan Year in which the Plan is determined to be
a top-heavy plan as hereinafter defined.

|    |    |     
|--- | -- | ----
|KP6 | 81 | 6189

---



|     |                              
|---- | -----------------------------
|22.3 | Minimum Employer Contribution

If the Plan is
determined to be a top heavy plan for a Plan Year, the Employer Contributions
and forfeitures allocated to the Account of each non-key employee who is an
Eligible Employee and who is employed by an Employer or a Related Company on
the last day of such top heavy Plan Year shall be no less than the lesser of
(i) three percent of his compensation or (ii) the largest percentage of
compensation that is allocated as an Employer Contribution for such Plan Year
to the Account of any key employee; except that, in the event the Plan is
part of a required aggregation group, and the Plan enables a defined benefit
plan included in such group to meet the requirements of Code Section 401(a)(4)
or 410, the minimum allocation of Employer Contributions and forfeitures to
each such non-key employee shall be 3% of the compensation of such non key
employee. Any minimum allocation to a non-key employee required by this
Section shall be made without regard to any social security contribution made
on behalf of the non-key employee, his number of hours of service, his level
of compensation, or whether he declined to make elective or mandatory
contributions.

Employer
Contributions allocated to a Participants Account in accordance with this
Section shall be considered annual additions under Article VII for the
limitation year for which they are made and shall be separately accounted
for. Employer Contributions allocated to a Participants Account shall be
allocated upon receipt among the Investment Funds in accordance with the
Participants currently effective investment election.

|     |                                              
|---- | ---------------------------------------------
|22.4 | Exclusion of Collectively-Bargained Employees

Notwithstanding
any other provision of this Article, Employees who are covered by an agreement
that the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers shall not be
entitled to a minimum allocation or accelerated vesting under this Article,
unless otherwise provided in the collective bargaining agreement.

|    |    |     
|--- | -- | ----
|KP6 | 82 | 6189

---



ARTICLE XXIII 
EXEMPT LOANS

23.1 Purpose of Exempt Loan

The proceeds
of any Exempt Loan must be used within a reasonable period of time to: (a)
acquire Employer Stock; (b) repay the Exempt Loan; or (c) repay a prior Exempt
Loan.

23.2 Restrictions on Exempt Loans

Any Exempt
Loan must satisfy all of the following requirements:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Exempt
 Loan is primarily for the benefit of Participants and their Beneficiaries.
 All facts and circumstances surrounding the Exempt Loan shall be considered
 in determining whether this requirement has been satisfied, including:                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Whether at
 the time the Exempt Loan is made, the interest rate charged under the terms
 of the Exempt Loan and the price of the Employer Stock to be acquired with
 the proceeds of the Exempt Loan is such that Plan assets shall not be drained
 off.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                         
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Whether the
 Exempt Loan is at least as favorable to the Plan as the terms of a comparable
 loan resulting from arms length negotiation between independent parties.                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                         
|(b) | The interest
 rate charged under the terms of the Exempt Loan is a reasonable rate of
 interest.                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                         
|(c) | The
 collateral pledged to the creditor by the Plan consists only of Employer
 Stock purchased with the borrowed funds.                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                         
|(d) | Under the
 terms of the Exempt Loan, the creditor has no recourse against Plan assets
 except with respect to the collateral described in paragraph (c) above,
 earnings attributable to such collateral, and Employer Contributions (other
 than contributions made in Employer Stock) made to meet current obligations
 under the Exempt Loan and earnings attributable to such contributions.                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                         
|(e) | Under the
 terms of the Exempt Loan, the shares of Employer Stock held as collateral for
 the loan that are to be released each Plan Year shall equal the product of
 (i) the number of encumbered shares of Employer Stock held before the release
 of shares for the current Plan Year multiplied by (ii) a fraction, the
 numerator of which is the amount of principal and interest paid for the
 current Plan Year and the denominator of which is the sum of the amount of
 principal and

|    |    |     
|--- | -- | ----
|KP6 | 83 | 6189

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | interest
 paid for the current Plan Year plus the principal and interest to be paid for
 all future Plan Years.                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f) | The Exempt
 Loan is for a specified term and is not payable on demand of any person,
 except in the case of default.                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(g) | In the event
 of a default on an Exempt Loan, the value of the Trust Fund transferred in
 satisfaction of the Exempt Loan shall not exceed the amount of the default.
 If the lender is a Disqualified Person, the Exempt Loan must provide for the
 transfer of Trust Funds only upon and to the extent of the failure of the
 Plan to meet the payment schedule under the Exempt Loan.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(h) | Payments
 made on the Exempt Loan during a Plan Year shall not exceed: (1) the sum over
 all the Plan Years during the term of the Exempt Loan of all Employer
 Contributions and cash dividends paid by the Employer to the Plan with
 respect to such Exempt Loan and earnings on such contributions and dividends,
 less (2) the sum of all Exempt Loan payments during the preceding Plan Years.
 A separate accounting shall be maintained for such Employer Contributions,
 cash dividends, and earnings until the Exempt Loan is repaid.

23.3 Sale or Repurchase of Shares of Employer
Stock

Except as otherwise
specifically provided in Section 16.8, no share of Employer Stock acquired with
the proceeds of an Exempt Loan may be subject to a put, call, or other option,
or buy-sell or similar arrangement while held by or when distributed from the
Trust, whether or not the Exempt Loan has been repaid or the Plan ceases to be
an Employee Stock ownership plan. Subject to any right of first refusal
provided in accordance with regulations issued under Code Section 4975(e), no
person may be required to sell shares to the Employers, nor may the Trust enter
into an agreement that obligates the Trust to purchase Shares upon the death of
a shareholder of an Employer.

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*          *          *

EXECUTED
AT_________________________________________________________________,

________________________________________,
this ____________ day of___________________, ________.

| |                                                     
| | ----------------------------------------------------
| | STATE
 BANCORP, INC.                                
| |                                                     
| | By:
 _______________________________________________
| |                                                     
| | Title:
 _________________________________________   
| |                                                     

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ADDENDUM
STATE BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN

Re:
Protected Prior Annuity Form of Payment

A.1 Applicability

Notwithstanding
any other provision of the Plan to the contrary, the following provisions apply
with respect to that portion of a Participants Account that is attributable to
Prior Money Purchase Plan Contributions. The term Account when used in this
Addendum refers only to that portion of a Participants Account described in
the preceding sentence.

A.2 Definitions

For purposes
of this Article, the following terms have the following meanings:

The automatic annuity form means the form of
annuity that will be purchased on behalf of a Participant unless the
Participant elects another form of annuity.

A qualified election means an election that
is made during the qualified election period. A qualified election of a
form of payment other than a Qualified Joint and Survivor Annuity or
designating a Beneficiary other than the Participants Spouse to receive
amounts otherwise payable as a Qualified Preretirement Survivor Annuity must
include the written consent of the Participants Spouse, if any. A
Participants Spouse will be deemed to have given written consent to the
Participants election if the Participant establishes to the satisfaction of a
Plan representative that such consent cannot be obtained because the Spouse
cannot be obtained because the Spouse cannot be located or because of other
circumstances set forth in Code Section 401(a)(11) and regulations issued
thereunder. The Spouses written consent must acknowledge the effect of the
Participants election and must be witnessed by a Plan representative or a
notary public. In addition, the Spouses written consent must either (i)
specify the form of payment selected instead of a Qualified Joint and Survivor
Annuity, if applicable, and that such form may not be changed (except to a
Qualified Joint and Survivor Annuity) without written spousal consent and
specify any non-Spouse Beneficiary designated by the Participant, if
applicable, and that such Beneficiary may not be changed without written
spousal consent or (ii) acknowledge that the Spouse has the right to limit
consent as provided in clause (i), but permit the Participant to change the
form of payment selected or the designated Beneficiary without the Spouses
further consent. Any written consent given or deemed to have been given by a
Participants Spouse hereunder shall be irrevocable and shall be effective only
with respect to such Spouse and not with respect to any subsequent Spouse.

The qualified election period with respect to
the automatic annuity form means the 90-day period ending on a Participants
Benefit Payment Date. The qualified election

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period with
respect to a Qualified Preretirement Survivor Annuity means the period
beginning on the first day of the Plan Year in which the Participant attains
age 35 or, if he terminates employment prior to such date, the day he
terminates employment with his Employer and all Related Companies. A Participant
whose employment has not terminated may make a qualified election designating
a Beneficiary other than his Spouse prior to the Plan Year in which he attains
age 35; provided, however, that such election shall cease to be effective as of
the first day of the Plan Year in which the Participant attains age 35.

A.3 Normal Form of Payment

Unless a
Participant, or his Beneficiary, if the Participant has died, elects one of the
forms of payment provided in Article XVI, distribution shall be made to the
Participant, or his Beneficiary, as the case may be, through the purchase of a
single premium, nontransferable annuity contract for such term and in such form
as the Participant, or his Beneficiary, as the case may be, shall select,
subject to the automatic annuity and Qualified Preretirement Survivor Annuity
requirements described in this Article; provided, however, that a Participants
Beneficiary may not elect to receive distribution of an annuity payable over
the joint lives of the Beneficiary and any other individual. The terms of any
annuity contract purchased hereunder and distributed to a Participant or his
Beneficiary shall comply with the requirements of the Plan.

A.4 Change of Election

Subject to the
automatic annuity requirements of this Addendum, a Participant or Beneficiary
who has elected a form of payment provided under Article XVI or this Addendum
may revoke or change his election at any time prior to his Benefit Payment Date
by filing his election with the Administrator in the form prescribed by the
Administrator. There is no limit on the number of elections or revocations a
Participant or his Beneficiary may make prior to his Benefit Payment Date.

A.5 Automatic Annuity Requirements

Distribution
shall be made to a Participant through the purchase of an annuity contract that
provides for payment in one of the following automatic annuity forms, unless
the Participant elects a different type of annuity or elects an optional form
of payment provided in Article XVI.

|    |                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The
 automatic annuity form for a Participant who has a Spouse on his Benefit
 Payment Date is the 50 percent Qualified Joint and Survivor Annuity.
|    |                                                                                                                                                      
|(b) | The
 automatic annuity form for a Participant who does not have a Spouse on his
 Benefit Payment Date is the Single Life Annuity.                  

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A
Participants election of an annuity other than the automatic annuity form or
of an optional form of payment shall not be effective unless it is a qualified
election; provided, however, that spousal consent shall not be required if the
form of payment elected by the Participant is a Qualified Joint and Survivor
Annuity. A Participant may only change his election of a form of payment
pursuant to a qualified election; provided, however, that spousal consent
shall not be required if the form of payment elected by the Participant is a
Qualified Joint and Survivor Annuity.

A.6 Qualified Preretirement Survivor Annuity
Requirements

If a married
Participant dies before his Benefit Payment Date, his Spouse shall receive
distribution of the value of the Participants vested interest in his Account
through the purchase of an annuity contract that provides for payment over the
life of the Participants Spouse. A Participants Spouse may elect to receive
distribution under any one of the other forms of payment available under this
Article instead of in the Qualified Preretirement Survivor Annuity form. A
married Participant may only designate a non-Spouse Beneficiary to receive
distribution of his Account pursuant to a qualified election.

A.7 Notice Regarding Forms of Payment

The
explanation provided to a Participant pursuant to Article XVI, shall include a
description of the annuity form of payment available under the Addendum,
including a written explanation of (i) the terms and conditions of the automatic
annuity form, (ii) the Participants right to choose a form of payment other
than the automatic annuity form or to revoke such choice, and (iii) the
rights of the Participants Spouse.

The
Administrator shall provide such explanation within the 60-day period ending 30
days before the Participants Benefit Payment Date. Notwithstanding the
foregoing, distribution of the Participants Account may commence fewer than 30
days after such explanation is provided to the Participant if (i) the Administrator
clearly informs the Participant of his right to consider his election of
whether or not to make a direct rollover or to receive a distribution prior to
his Normal Retirement Date and his election of a form of payment for a period
of at least 30 days following his receipt of the explanation, (ii) the
Participant, after receiving the explanation, affirmatively elects an early
distribution with his Spouses written consent, if necessary, (iii) the
Participant may revoke his election at any time prior to the later of his
Benefit Payment Date or the expiration of the seven-day period beginning the
day after the date the explanation is provided to him, and (iv) distribution
does not commence to the Participant before such revocation period ends.

In addition,
the Administrator shall provide a Participant with a written explanation of (i)
the terms and conditions of the Qualified Preretirement Survivor Annuity, (ii)
the Participants right to designate a non-Spouse Beneficiary to receive
distribution of his Account otherwise payable as a Qualified Preretirement
Survivor Annuity or to revoke

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such
designation, and (iii) the rights of the Participants Spouse. The
Administrator shall provide such explanation within one of the following
periods, whichever ends last:

|    |                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the period
 beginning with the first day of the Plan Year in which the Participant
 attains age 32 and ending on the last day of the Plan Year preceding the Plan
 Year in which the Participant attains age 35; or
|    |                                                                                                                                                                                                                    
|(b) | the period
 beginning 12 calendar months before the date an individual becomes a
 Participant and ending 12 calendar months after such date;                                                                       

provided,
however, that in the case of a Participant who separates from service prior to
attaining age 35, the explanation shall be provided to such Participant within
the period beginning 12 calendar months before the Participants separation
from service and ending 12 calendar months after his separation from service.

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