**Exhibit
      10.26**






















































































**PRINCIPAL
      SERVICES TRUST COMPANY**


**MASTER
      RETIREMENT PLAN**














































































































**TABLE
      OF CONTENTS**







ARTICLE
        I, DEFINITIONS


1.01
            Account
            11.02
            Account
                Balance or Accrued Benefit
            11.03
            Accounting
                Date
            11.04
            Adoption
                Agreement
            11.05
            Beneficiary
            11.06
            Code
            11.07
            Compensation
            11.08
            Disability
            21.09
            Earned
                Income
            21.10
            Effective
                Date
            31.11
            Employee
            31.12
            Employer
            31.13
            ERISA......
            31.14
            Highly
                Compensated Employee
            31.15
            Hour
                of Service
            31.16
            Leased
                Employee
            41.17
            Nonhighly
                Compensated Employee
            51.18
            Nontransferable
                Annuity
            51.19
            Paired
                Plans
            51.20
            Participant
            51.21
            Plan..........
            51.22
            Plan
                Administrator
            51.23
            Plan
                Entry Date
            51.24
            Plan
                Year
            51.25
            Protected
                Benefit
            51.26
            Related
                Group/Related Employer
            51.27
            SelfȭEmployed
                Individual / Owner-Employee/ Shareholder-Employee.
            61.28
            Separation
                from Service
            61.29
            Service
            61.30
            Service
                with a Predecessor Employer
            61.31
            Trust
            61.32
            Trust
                Fund
            61.33
            Trustee
            61.34
            Vested
            6ARTICLE
                II, ELIGIBILITY AND PARTICIPATION2.01
            Eligibility
            72.02
            Age
                and Service Conditions
            72.03
            Break
                in Service - Participation
            72.04
            Participation
                upon Re-employment
            72.05
            Change
                in Employment Status
            82.06
            Election
                Not to Participate
            8ARTICLE
                III, EMPLOYER CONTRIBUTIONS AND FORFEITURES3.01
            Employer
                Contributions
            93.02
            Deferral
                Contributions
            93.03
            Matching
                Contributions
            93.04
            Employer
                Contribution Allocation
            93.05
            Forfeiture
                Allocation
            113.06
            Allocation
                Conditions
            123.07
            Annual
                Additions Limitation
            133.08
            Estimating
                Compensation
            133.09
            Determination
                Based on Actual Compensation
            133.10
            Disposition
                of Allocated Excess Amount
            133.11
            Combined
                Plans Annual Additions Limitation
            143.12
            Estimating
                Compensation
            143.13
            Determination
                Based on Actual Compensation
            143.14
            Ordering
                of Annual Addition Allocations
            143.15
            Disposition
                of Allocated Excess Amount Attributable to Plan
            143.16
            Other
                Defined Contribution Plans Limitation
            143.17
            Defined
                Benefit Plan Limitation
            153.18
            Definitions
                - Article III
            15ARTICLE
                IV, PARTICIPANT CONTRIBUTIONS4.01
            Participant
                Contributions
            174.02
            Employee
                Contributions
            174.03
            DECs
            174.04
            Rollover
                Contributions
            174.05
            Participant
                Contributions - Vesting
            174.06
            Participant
                Contributions - Distribution
            174.07
            Participant
                Contributions ȭ Investment and Accounting
            17ARTICLE
                V, VESTING5.01
            Normal/Early
                Retirement Age
            185.02
            Participant
                Death or Disability
            185.03
            Vesting
                Schedule
            185.04
            Cash-out
                Distributions to Partially-Vested Participants/Restoration of Forfeited
                Account Balance
            185.05
            Accounting
                for Cash-Out Repayment
            195.06
            Year
                of Service - Vesting
            195.07
            Break
                in Service and Forfeiture Break in Service - Vesting
            195.08
            Included
                Years of Service - Vesting
            205.09
            Forfeiture
                Occurs
            205.10
            Rule
                of Parity - Vesting
            205.11
            Amendment
                to Vesting Schedule
            205.12
            Deferral
                Contributions Taken into Account
            20ARTICLE
                VI, DISTRIBUTIONS6.01
            Timing
                of Distributions
            216.02
            Required
                Minimum Distributions
            226.03
            Method
                of Distribution
            246.04
            Annuity
                Distributions to Participants and to Surviving Spouses
            256.05
            Waiver
                Election - QJSA
            266.06
            Waiver
                Election - QPSA
            266.07
            Distributions
                Under Qualified Domestic Relations Orders (QDRO)
            266.08
            Defaulted
                Loan - Timing of Offset
            276.09
            Hardship
                Distribution
            276.10
            Direct
                Rollover of Eligible Rollover Distributions
            276.11
            TEFRA
                Elections
            28ARTICLE
                VII, EMPLOYER ADMINISTRATIVE PROVISIONS7.01
            Information
                to Plan Administrator
            297.02
            No
                Responsibility for Others
            297.03
            Indemnity
                of Certain Fiduciaries
            297.04
            Employer
                Direction of Investment
            297.05
            Evidence
            297.06
            Plan
                Contributions
            297.07
            Employer
                Action
            297.08
            Fiduciaries
                Not Insurers
            297.09
            Plan
                Terms Binding
            297.10
            Word
                Usage
            297.11
            State
                Law
            297.12
            Prototype
                Plan Status
            297.13
            Employment
                Not Guaranteed
            30ARTICLE
                VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS8.01
            Beneficiary
                Designation
            318.02
            No
                Beneficiary Designation/Death of Beneficiary
            318.03
            Assignment
                or Alienation
            318.04
            Information
                Available
            318.05
            Claims
                Procedure for Denial of Benefits
            328.06
            Participant
                Direction of Investment
            32ARTICLE
                IX, PLAN ADMINISTRATOR9.01
            Compensation
                and Expenses
            339.02
            Resignation
                and Removal
            339.03
            General
                Powers and Duties
            339.04
            Plan
                Loans
            339.05
            Funding
                Policy
            339.06
            Individual
                Accounts
            339.07
            Value
                of Participant's Account Balance
            349.08
            Allocation
                and Distribution of Net Income, Gain or Loss
            349.09
            Individual
                Statement
            359.10
            Account
                Charged
            359.11
            Lost
                Participants
            359.12
            Plan
                Correction
            369.13
            No
                Responsibility for Others
            369.14
            Notice,
                Designation, Election, Consent and Waiver
            36ARTICLE
                X, TRUSTEE AND CUSTODIAN, POWERS AND DUTIES10.01
            Acceptance
            3710.02
            Receipt
                of Contributions
            3710.03
            Investment
                Powers
            3710.04
            Records
                and Statements
            4010.05
            Fees
                and Expenses from Fund
            4010.06
            Parties
                to Litigation
            4110.07
            Professional
                Agents
            4110.08
            Distribution
                of Cash or Property
            4110.09
            Participant
                or Beneficiary Incapacitated
            4110.10
            Distribution
                Directions
            4110.11
            Third
                Party Reliance
            4110.12
            Multiple
                Trustees
            4110.13
            Resignation
                and Removal
            4110.14
            Successor
                Trustee Acceptance
            4210.15
            Valuation
                of Trust
            4210.16
            Limitation
                on Liability - If Investment Manager, Ancillary Trustee or Independent
                Fiduciary Appointed
            4210.17
            Investment
                in Group Trust Fund
            4210.18
            Appointment
                of Ancillary Trustee or Independent Fiduciary
            42ARTICLE
                XI, PROVISIONS RELATING TO INSURANCE AND INSURANCE
                COMPANY11.01
            Insurance
                Benefit
            4411.02
            Limitation
                on Life Insurance Protection
            4411.03
            Definitions
            4511.04
            Dividend
                Plan
            4511.05
            Insurance
                Company Not a Party to Agreement
            4511.06
            No
                Responsibility for Others
            4511.07
            Duties
                of Insurance Company
            45ARTICLE
                XII, TOPȭHEAVY PROVISIONS12.01
            Determination
                of Top-Heavy Status
            4612.02
            Definitions
            4612.03
            Top-Heavy
                Minimum Allocation
            4712.04
            Determining
                Top-Heavy Contribution Rates
            4712.05
            Plan
                Which Will Satisfy Top-Heavy
            4712.06
            Top-Heavy
                Vesting
            47ARTICLE
                XIII, EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION13.01
            Exclusive
                Benefit
            4813.02
            Amendment
                by Employer
            4813.03
            Amendment
                by Prototype Plan Sponsor
            4813.04
            Plan
                Termination or Suspension
            4913.05
            Full
                Vesting on Termination
            4913.06
            Post
                Termination Procedure and Distribution
            4913.07
            Merger/Direct
                Transfer
            49ARTICLE
                XIV, CODE §401(k) AND CODE §401(m) ARRANGEMENTS14.01
            Application
            5114.02
            401(k)
                Arrangement
            5114.03
            Definitions
            5414.04
            Matching
                Contributions/ Employee Contributions
            5514.05
            Deferral
                Deposit Timing/Employer Contribution Status
            5614.06
            Special
                Accounting and Allocation Provisions
            5614.07
            Annual
                Elective Deferral Limitation
            5714.08
            Actual
                Deferral Percentage (ADP) Test
            5714.09
            Actual
                Contribution Percentage (ACP) Test
            5814.10
            Multiple
                Use Limitation
            6014.11
            Distribution
                Restrictions
            6014.12
            Special
                Allocation and Valuation Rules
            61
















**PRINCIPAL
      SERVICES TRUST COMPANY**


**MASTER
      RETIREMENT PLAN**


**BASIC
      PLAN DOCUMENT #** **01**





Principal
        Services Trust Company ,
        in its
        capacity as Prototype Plan Sponsor, establishes this Prototype Plan intended
        to
        conform to and qualify under §401 and §501 of the Internal Revenue Code of 1986,
        as amended. An Employer establishes a Plan and Trust under this Prototype
        Plan
        by executing an Adoption Agreement. If the Employer adopts this Plan as a
        restated Plan in substitution for, and in amendment of, an existing plan,
        the
        provisions of this Plan, as a restated Plan, apply solely to an Employee
        whose
        employment with the Employer terminates on or after the restated Effective
        Date
        of the Plan. If an Employee's employment with the Employer terminates prior
        to
        the restated Effective Date, that Employee is entitled to benefits under
        the
        Plan as the Plan existed on the date of the Employee's termination of
        employment.





**ARTICLE
      I**


**DEFINITIONS**





1.01  **"Account"** means
      the separate Account(s) which the Plan Administrator or the Trustee maintains
      under the Plan for a Participant.





1.02  **"Account
      Balance" or "Accrued Benefit"** means
      the amount standing in a Participant's Account(s) as of any date derived from
      Employer contributions and from Participant contributions, if any.





1.03  **"Accounting
      Date"** means
      the last day of the Plan Year. The Plan Administrator will allocate Employer
      contributions and forfeitures for a particular Plan Year as of the Accounting
      Date of that Plan Year, and on such other dates, if any, as the Plan
      Administrator determines, consistent with the Plan's allocation conditions
      and
      other provisions.





1.04  **"Adoption
      Agreement"** means
      the
      document executed by each Employer adopting this Plan. References to Adoption
      Agreement within this basic plan document are to the Adoption Agreement as
      completed and executed by a particular Employer unless the context clearly
      indicates otherwise. An adopting Employer's Adoption Agreement and this basic
      plan document together constitute a single Plan and Trust of the Employer.
      Each
      elective provision of the Adoption Agreement corresponds (by its parenthetical
      section reference) to the section of the Plan which grants the election. Each
      Adoption Agreement offered under this Plan is either a Nonstandardized Plan
      or a
      Standardized Plan, as identified in that Adoption Agreement. The provisions
      of
      this Plan apply in the same manner to Nonstandardized Plans and to Standardized
      Plans unless otherwise specified. All section references within an Adoption
      Agreement are Adoption Agreement section references unless the context clearly
      indicates otherwise.





1.05  **"Beneficiary"** means a
      person designated by a Participant or by the Plan who is or may become entitled
      to a benefit under the Plan. A Beneficiary who becomes entitled to a benefit
      under the Plan remains a Beneficiary under the Plan until the Trustee has fully
      distributed to the Beneficiary his/her Plan benefit. A Beneficiary's right
      to
      (and the Plan Administrator's or a Trustee's duty to provide to the Beneficiary)
      information or data concerning the Plan does not arise until the Beneficiary
      first becomes entitled to receive a benefit under the Plan.





1.06  **"Code"** means
      the Internal Revenue Code of 1986, as amended and includes applicable Treasury
      regulations.





1.07  **"Compensation"** means
      a
      Participant's W-2 wages, Code §3401(a) wages, or 415 compensation except, in the
      case of a Self-Employed Individual, Compensation means Earned Income as defined
      in Section 1.09. The Employer in its Adoption Agreement must specify which
      definition of Compensation (Section 1.07(A), (B) or (C)) applies under the
      Plan
      and any modifications thereto, for purposes of contribution allocations under
      Article III.





Any
      reference in the Plan to Compensation is a reference to the definition in this
      Section 1.07, unless the Plan reference, or the Employer in its Adoption
      Agreement, modifies this definition. The Plan Administrator will take into
      account only Compensation actually paid during (or as permitted under the Code,
      paid for) the relevant period. A Compensation payment includes Compensation
      paid
      by the Employer through another person under the common paymaster provisions
      in
      Code §§3121 and 3306. Compensation, unless otherwise specified in the Adoption
      Agreement, does not include any form of remuneration (including severance pay
      and vacation pay) paid to the Participant after the Participant incurs a
      Separation from Service.





**(A)**  **W-2
      Wages.** W-2
      wages means wages for federal income tax withholding purposes, as defined under
      Code §3401(a), plus all other payments to an Employee in the course of the
      Employer's trade or business, for which the Employer must furnish the Employee
      a
      written statement under Code §§6041, 6051 and 6052, but determined without
      regard to any rules that limit the remuneration included in wages based on
      the
      nature or location of the employment or services performed (such as the
      exception for agricultural labor in Code §3401(a)(2)).





**(B)**  **Code
      §3401(a) Wages.** Code
§3401(a) wages means wages within the meaning of Code §3401(a) for the purposes
      of income tax withholding at the source, but determined without regard to any
      rules that limit the remuneration included in wages based on the nature or
      the
      location of the employment or the services performed (such as the exception
      for
      agricultural labor in Code §3401(a)(2)).







1




**(C)**  **Code
      §415 Compensation (current income definition).** Code
§415 compensation means the Employee's wages, salaries, fees for professional
      service and other amounts received for personal services actually rendered
      in
      the course of employment with the Employer maintaining the Plan to the extent
      that the amounts are includible in gross income (including, but not limited
      to,
      commissions paid salespersons, compensation for services on the basis of a
      percentage of profits, commissions on insurance premiums, tips, bonuses, fringe
      benefits and reimbursements or other expense allowances under a nonaccountable
      plan as described in Treas. Reg. §1.62-2(c)).





Code
§415
      compensation does not include:





(a)  Employer
      contributions to a plan of deferred compensation to the extent the contributions
      are not included in the gross income of the Employee for the taxable year in
      which contributed, Employer contributions on behalf of an Employee to a
      Simplified Employee Pension Plan to the extent such contributions are excludible
      from the Employee's gross income, and any distributions from a plan of deferred
      compensation, regardless of whether such amounts are includible in the gross
      income of the Employee when distributed.





(b)  Amounts
      realized from the exercise of a non-qualified stock option, or when restricted
      stock (or property) held by an Employee either becomes freely transferable
      or is
      no longer subject to a substantial risk of forfeiture.





(c)  Amounts
      realized from the sale, exchange or other disposition of stock acquired under
      a
      stock option described in Part II, Subchapter D, Chapter 1, Subtitle A of the
      Code.





(d)  Other
      amounts which receive special tax benefits, such as premiums for group term
      life
      insurance (but only to the extent that the premiums are not includible in the
      gross income of the Employee), or contributions made by an Employer (whether
      or
      not under a salary reduction agreement) toward the purchase of an annuity
      contract described in Code §403(b) (whether or not the contributions are
      excludible from the gross income of the Employee).





**(D)**  **Elective
      Contributions.** Compensation under Sections 1.07(A), 1.07(B) and 1.07(C) includes Elective
      Contributions unless the Employer in its Adoption Agreement elects to exclude
      Elective Contributions. "Elective Contributions" are amounts excludible from
      the
      Employee's gross income under Code §§125, 132(f)(4), 402(e)(3), 402(h)(2),
      403(b), 408(p) or 457, and contributed by the Employer, at the Employee's
      election, to a cafeteria plan, a qualified transportation fringe benefit plan,
      a
      401(k) arrangement, a SARSEP, a tax-sheltered annuity, a SIMPLE plan or a Code
      §457 plan. Notwithstanding the preceding sentence, amounts described in
§132(f)(4) are not Elective Contributions until Plan Years beginning on or after
      January 1, 2001, unless the Plan Administrator operationally has included such
      amounts effective as of an earlier Plan Year beginning no earlier than January
      1, 1998.





**(E)**  **Compensation
      Dollar Limitation.** For any
      Plan Year, the Plan Administrator in allocating contributions under Article
      III
      or in testing the Plan for nondiscrimination, cannot take into account more
      than
      $150,000 (or such larger or smaller amount as the Commissioner of Internal
      Revenue may prescribe) of any Participant's Compensation. Notwithstanding the
      foregoing, an Employee under a 401(k) arrangement may make elective deferrals
      with respect to Compensation which exceeds the Plan Year Compensation
      limitation, provided such deferrals otherwise satisfy Code §402(g) and other
      applicable limitations.





**(F)**  **Nondiscrimination.** For
      purposes of determining whether the Plan discriminates in favor of Highly
      Compensated Employees, Compensation means Compensation as defined in this
      Section 1.07, except: (1) the Employer annually may elect operationally to
      include or to exclude Elective Contributions, irrespective of the Employer's
      election in its Adoption Agreement regarding Elective Contributions; and (2)
      the
      Plan Administrator will disregard any elections made in the "modifications
      to
      Compensation definition" section of Adoption Agreement Section 1.07. The
      Employer's election described in clause (1) must be consistent and uniform
      with
      respect to all Employees and all plans of the Employer for any particular Plan
      Year. The Employer, irrespective of clause (2), may elect to exclude from this
      nondiscrimination definition of Compensation any items of Compensation
      excludible under Code §414(s) and the applicable Treasury regulations, provided
      such adjusted definition conforms to the nondiscrimination requirements of
      those
      regulations. Furthermore, for nondiscrimination purposes, including the
      computation of an Employee's actual deferral percentage ("ADP") or actual
      contribution percentage ("ACP"), the Plan Administrator may limit Compensation
      taken into account to Compensation received only for the portion of the Plan
      Year in which the Employee was a Participant and only for the portion of the
      Plan Year in which the Plan or the 401(k) arrangement was in
      effect.





1.08  **"Disability"** means
      the Participant, because of a physical or mental disability, will be unable
      to
      perform the duties of his/her customary position of employment (or is unable
      to
      engage in any substantial gainful activity) for an indefinite period which
      the
      Plan Administrator considers will be of long continued duration. A Participant
      also is disabled if he/she incurs the permanent loss or loss of use of a member
      or function of the body, or is permanently disfigured, and incurs a Separation
      from Service. A Participant is disabled on the date the Plan Administrator
      determines the Participant satisfies the definition of Disability. The Plan
      Administrator may require a Participant to submit to a physical examination
      in
      order to confirm Disability. The Plan Administrator will apply the provisions
      of
      this Section 1.08 in a nondiscriminatory, consistent and uniform manner. The
      Employer may provide an alternative definition of Disability in an Addendum
      to
      its Adoption Agreement.







2





1.09  **"Earned
      Income"** means
      net earnings from self-employment in the trade or business with respect to
      which
      the Employer has established the Plan, provided personal services of the
      Self-Employed Individual are a material income producing factor. The Plan
      Administrator will determine net earnings without regard to items excluded
      from
      gross income and the deductions allocable to those items. The Plan Administrator
      will determine net earnings after the deduction allowed to the Self-Employed
      Individual for all contributions made by the Employer to a qualified plan and
      after the deduction allowed to the Self-Employed Individual under Code §164(f)
      for self-employment taxes.





1.10  **"Effective
      Date"** of this
      Plan is the date specified in the Adoption Agreement unless otherwise for a
      specified purpose provided within this basic plan document or within (as part
      of
      the Adoption Agreement) a Participation Agreement, an Addendum, or within
      Appendices A or B.





1.11  **"Employee"** means
      any common law employee, Self-Employed Individual, Leased Employee or other
      person the Code treats as an employee of the Employer for purposes of the
      Employer's qualified plan. The Employer in its Adoption Agreement must elect
      or
      specify any Employee, or class of Employees, not eligible to participate in
      the
      Plan (an "excluded Employee").





**(A)**  **Collective
      Bargaining Employees.** If
      the
      Employer elects in its Adoption Agreement to exclude collective bargaining
      Employees from eligibility to participate, the exclusion applies to any Employee
      included in a unit of Employees covered by an agreement which the Secretary
      of
      Labor finds to be a collective bargaining agreement between employee
      representatives and one or more employers, if: (1) retirement benefits were
      the
      subject of good faith bargaining; and (2) two percent or less of the employees
      covered by the agreement are "professionals" as defined in Treas. Reg.
§1.410(b)-9, unless the collective bargaining agreement requires the Employee
      to
      be included within the Plan. The term "employee representatives" does not
      include any organization more than half the members of which are owners,
      officers, or executives of the Employer.





**(B)**  **Nonresident
      Aliens.** If
      the
      Employer elects in its Adoption Agreement to exclude nonresident aliens from
      eligibility to participate, the exclusion applies to any nonresident alien
      Employee who does not receive any earned income, as defined in Code §911(d)(2),
      from the Employer which constitutes United States source income, as defined
      in
      Code §861(a)(3).





**(C)**  **Reclassified
      Employees.** If the
      Employer elects in its Adoption Agreement to exclude reclassified Employees
      from
      eligibility to participate, the exclusion applies to any person the Employer
      does not treat as an Employee (including, but not limited to, independent
      contractors, persons the Employer pays outside of its payroll system and
      out-sourced workers) for federal income tax withholding purposes under Code
      §3401(a), but for whom there is a binding determination the individual is an
      Employee or a Leased Employee of the Employer.





1.12  **"Employer"** means
      each employer who establishes a Plan under this Prototype Plan by executing
      an
      Adoption Agreement and includes to the extent described in Section 1.26 a
      Related Employer and a Participating Employer. The Employer for purposes of
      acting as Plan Administrator, making Plan amendments, terminating the Plan
      or
      performing other ERISA settlor functions, means the signatory Employer to the
      Adoption Agreement Execution Page and does not include any Related Employer
      or
      Participating Employer.





1.13  **"ERISA"** means
      the Employee Retirement Income Security Act of 1974, as amended, and includes
      applicable Department of Labor regulations.





1.14


**"Highly
      Compensated Employee"** means an
      Employee who:





(a)  during
      the Plan Year or during the preceding Plan Year, is a more than 5% owner of
      the
      Employer (applying the constructive ownership rules of Code §318, and applying
      the principles of Code §318, for an unincorporated entity); or





(b)  during
      the preceding Plan Year had Compensation in excess of $80,000 (as adjusted
      by
      the Commissioner of Internal Revenue for the relevant year) and, if the Employer
      under its Adoption Agreement Appendices A or B, makes the *top-paid
      group election* ,
      was
      part of the top-paid 20% group of Employees (based on Compensation for the
      preceding Plan Year).





For
      purposes of this Section 1.14, "Compensation" means Compensation as defined
      in
      Section 1.07, except any exclusions from Compensation the Employer elects in
      Adoption Agreement Section 1.07 do not apply, and Compensation specifically
      includes Elective Contributions. The Plan Administrator must make the
      determination of who is a Highly Compensated Employee, including the
      determinations of the number and identity of the top-paid 20% group, consistent
      with Code §414(q) and regulations issued under that Code section. The Employer
      in its Adoption Agreement Appendices A or B may make a calendar year data
      election to determine the Highly Compensated Employees for the Plan Year, as
      prescribed by Treasury regulations or by other guidance published in the
      Internal Revenue Bulletin. A calendar year data election must apply to all
      plans
      of the Employer which reference the highly compensated employee definition
      in
      Code §414(q). For purposes of this Section 1.14, if the current Plan Year is the
      first year of the Plan, then the term "preceding Plan Year" means the
      12-consecutive month period immediately preceding the current Plan
      Year.





3


1.15  **"Hour
      of Service"** means:





(a)  Each
      Hour
      of Service for which the Employer, either directly or indirectly, pays an
      Employee, or for which the Employee is entitled to payment, for the performance
      of duties. The Plan Administrator credits Hours of Service under this Paragraph
      (a) to the Employee for the computation period in which the Employee performs
      the duties, irrespective of when paid;





(b)  Each
      Hour
      of Service for back pay, irrespective of mitigation of damages, to which the
      Employer has agreed or for which the Employee has received an award. The Plan
      Administrator credits Hours of Service under this Paragraph (b) to the Employee
      for the computation period(s) to which the award or the agreement pertains
      rather than for the computation period in which the award, agreement or payment
      is made; and





(c)  Each
      Hour
      of Service for which the Employer, either directly or indirectly, pays an
      Employee, or for which the Employee is entitled to payment (irrespective of
      whether the employment relationship is terminated), for reasons other than
      for
      the performance of duties during a computation period, such as leave of absence,
      vacation, holiday, sick leave, illness, incapacity (including disability),
      layoff, jury duty or military duty. The Plan Administrator will credit no more
      than 501 Hours of Service under this Paragraph (c) to an Employee on account
      of
      any single continuous period during which the Employee does not perform any
      duties (whether or not such period occurs during a single computation period).
      The Plan Administrator credits Hours of Service under this Paragraph (c) in
      accordance with the rules of paragraphs (b) and (c) of Labor Reg. §2530.200b-2,
      which the Plan, by this reference, specifically incorporates in full within
      this
      Paragraph (c).





The
      Plan
      Administrator will not credit an Hour of Service under more than one of the
      above Paragraphs (a), (b) or (c). A computation period for purposes of this
      Section 1.15 is the Plan Year, Year of Service period, Break in Service period
      or other period, as determined under the Plan provision for which the Plan
      Administrator is measuring an Employee's Hours of Service. The Plan
      Administrator will resolve any ambiguity with respect to the crediting of an
      Hour of Service in favor of the Employee.





**(A)**  **Method
      of Crediting Hours of Service.** The
      Employer must elect in its Adoption Agreement the method the Plan Administrator
      will use in crediting an Employee with Hours of Service and the purpose for
      which the elected method will apply.





**(B)**  **Actual
      Method.** Under
      the Actual Method as determined from records, an Employee receives credit for
      Hours of Service for hours worked and hours for which the Employer makes payment
      or for which payment is due from the Employer.





**(C)**  **Equivalency
      Method.** Under an
      Equivalency Method, for each equivalency period for which the Plan Administrator
      would credit the Employee with at least one Hour of Service, the Plan
      Administrator will credit the Employee with: (i) 10 Hours of Service for a
      daily
      equivalency; (ii) 45 Hours of Service for a weekly equivalency; (iii) 95 Hours
      of Service for a semimonthly payroll period equivalency; and (iv) 190 Hours
      of
      Service for a monthly equivalency.





**(D)**  **Elapsed
      Time Method.** Under
      the Elapsed Time Method, an Employee receives credit for Service for the
      aggregate of all time periods (regardless of the Employee's actual Hours of
      Service) commencing with the Employee's Employment Commencement Date, or with
      his/her Re-employment Commencement Date, and ending on the date a Break in
      Service begins. An Employee's Employment Commencement Date or his/her
      Re-employment Commencement Date begins on the first day he/she performs an
      Hour
      of Service following employment or re-employment. In applying the Elapsed Time
      Method, the Plan Administrator will credit an Employee's Service for any Period
      of Severance of less than 12-consecutive months and will express fractional
      periods of Service in days.





Under
      the
      Elapsed Time Method, a Break in Service is a Period of Severance of at least
      12
      consecutive months. A Period of Severance is a continuous period of time during
      which the Employee is not employed by the Employer. The continuous period begins
      on the date the Employee retires, quits, is discharged, or dies or if earlier,
      the first 12-month anniversary of the date on which the Employee otherwise
      is
      absent from Service for any other reason (including disability, vacation, leave
      of absence, layoff, etc.). In the case of an Employee who is absent from work
      for maternity or paternity reasons, the 12-consecutive month period beginning
      on
      the first anniversary of the first date the Employee is otherwise absent from
      Service does not constitute a Break in Service.





**(E)**  **Maternity/Paternity
      Leave/Family and Medical Leave Act.** Solely
      for purposes of determining whether an Employee incurs a Break in Service under
      any provision of this Plan, the Plan Administrator must credit Hours of Service
      during the Employee's unpaid absence period: (i) due to maternity or paternity
      leave; or (ii) as required under the Family and Medical Leave Act. An Employee
      is on maternity or paternity leave if the Employee's absence is due to the
      Employee's pregnancy, the birth of the Employee's child, the placement with
      the
      Employee of an adopted child, or the care of the Employee's child immediately
      following the child's birth or placement. The Plan Administrator credits Hours
      of Service under this Section 1.15(E) on the basis of the number of Hours of
      Service for which the Employee normally would receive credit or, if the Plan
      Administrator cannot determine the number of Hours of Service the Employee
      would
      receive credit for, on the basis of 8 hours per day during the absence period.
      The Plan Administrator will credit only the number (not exceeding 501) of Hours
      of Service necessary to prevent an Employee's Break in Service. The Plan
      Administrator credits all Hours of Service described in this Section 1.15(E)
      to
      the computation period in which the absence period begins or, if the Employee
      does not need these Hours of Service to prevent a Break in Service in the
      computation period in which his/her absence period begins, the Plan
      Administrator credits these Hours of Service to the immediately following
      computation period.





4


**(F)**  **Qualified
      Military Service.** Hour of
      Service also includes any Service the Plan must credit for contributions and
      benefits in order to satisfy the crediting of Service requirements of Code
      §414(u). The provisions of this Section 1.15(F) apply beginning
      December 12, 1994, or if the Employer's Plan is effective after
      that
      date, as of the Plan's Effective Date.





1.16  **"Leased
      Employee"** means an
      individual (who otherwise is not an Employee of the Employer) who, pursuant
      to
      an agreement between the Employer and any other person, has performed services
      for the Employer (or for the Employer and any persons related to the Employer
      within the meaning of Code §144(a)(3)) on a substantially full time basis for at
      least one year and who performs such services under primary direction or control
      of the Employer within the meaning of Code §414(n)(2). Except as described in
      Section 1.16(A), a Leased Employee is an Employee for purposes of the Plan.
      If a
      Leased Employee is an Employee, "Compensation" includes Compensation from the
      leasing organization which is attributable to services performed for the
      Employer.





**(A)**  **Safe
      Harbor Plan Exception.** A Leased
      Employee is not an Employee if the leasing organization covers the employee
      in a
      safe harbor plan and, prior to application of this safe harbor plan exception,
      20% or less of the Employer's Employees (other than Highly Compensated
      Employees) are Leased Employees. A safe harbor plan is a money purchase pension
      plan providing immediate participation, full and immediate vesting, and a
      nonintegrated contribution formula equal to at least 10% of the employee's
      compensation, without regard to employment by the leasing organization on a
      specified date. The safe harbor plan must determine the 10% contribution on
      the
      basis of compensation as defined in Code §415(c)(3) including Elective
      Contributions.





**(B)**  **Other
      Requirements.** The Plan
      Administrator must apply this Section 1.16 in a manner consistent with Code
      §§414(n) and 414(o) and the regulations issued under those Code sections. If
      a
      Participant is a Leased Employee covered by a plan maintained by the leasing
      organization, the Plan Administrator will determine the allocation of Employer
      contributions and Participant forfeitures on behalf of the Participant under
      the
      Employer's Plan without taking into account the Leased Employee's allocation,
      if
      any, under the leasing organization's plan.





1.17  **"Nonhighly
      Compensated Employee"** means
      any Employee who is not a Highly Compensated Employee.





1.18  **"Nontransferable
      Annuity"** means an
      annuity contract which by its terms provides that it may not be sold, assigned,
      discounted, pledged as collateral for a loan or security for the performance
      of
      an obligation or for any purpose to any person other than the insurance company.
      If the Plan distributes an annuity contract, the contract must be a
      Nontransferable Annuity.





1.19  **"Paired
      Plans"** means
      the Employer has adopted two Standardized Plan Adoption Agreements offered
      with
      this Prototype Plan, one Adoption Agreement being a Paired Profit Sharing Plan
      and one Adoption Agreement being a Paired Pension Plan. A Paired Profit Sharing
      Plan may include a 401(k) arrangement. A Paired Pension Plan must be a money
      purchase pension plan, defined benefit plan or a target benefit pension plan.
      Paired Plans must be the subject of a favorable opinion letter issued by the
      National Office of the Internal Revenue Service. If an Employer adopts paired
      plans, only one of the plans may provide for permitted disparity.





1.20  **"Participant"** means an
      eligible Employee who becomes a Participant in accordance with the provisions
      of
      Section 2.01. An eligible Employee means an Employee who is not an excluded
      Employee under Adoption Agreement Section 1.11.





1.21  **"Plan"** means
      the retirement plan established or continued by the Employer in the form of
      this
      Prototype Plan, including the Adoption Agreement under which the Employer has
      elected to establish this Plan. The Employer must designate the name of the
      Plan
      in its Adoption Agreement. An Employer may execute more than one Adoption
      Agreement offered under this Plan, each of which will constitute a separate
      Plan
      and Trust established or continued by that Employer. The Plan and the Trust
      created by each adopting Employer is a separate Plan and a separate Trust,
      independent from the plan and the trust of any other employer adopting this
      Prototype Plan. All section references within this basic plan document are
      Plan
      section references unless the context clearly indicates otherwise. The Plan
      includes any Addendum or Appendix permitted by the basic plan document or by
      the
      Employer's Adoption Agreement and which the Employer attaches to its Adoption
      Agreement. An Addendum must correspond by section reference to the section
      of
      the basic plan document or Adoption Agreement permitting the
      Addendum.





1.22  **"Plan
      Administrator"** means
      the Employer unless the Employer designates another person or persons to hold
      the position of Plan Administrator. Any person(s) the Employer appoints as
      Plan
      Administrator may or may not be Participants in the Plan. In addition to its
      other duties, the Plan Administrator has full responsibility for the Plan's
      compliance with the reporting and disclosure rules under ERISA.





1.23  **"Plan
      Entry Date"** means
      the date(s) the Employer elects in Adoption Agreement Section 2.01.





1.24  **"Plan
      Year"** means
      the consecutive month period the Employer specifies in its Adoption Agreement.
      The Employer also must specify in its Adoption Agreement the "Limitation Year"
      applicable to the limitations on allocations described in Article III. If the
      Employer maintains Paired Plans, each Plan must have the same Plan
      Year.





5


1.25  **"Protected
      Benefit"** means
      any accrued benefit described in Treas. Reg. §1.411(d)-4, including any optional
      form of benefit provided under the Plan which may not (except in accordance
      with
      such Regulations) be reduced, eliminated or made subject to Employer
      discretion.





1.26  **"Related
      Group"/"Related Employer"** A
      Related Group is a controlled group of corporations (as defined in Code
§414(b)), trades or businesses (whether or not incorporated) which are under
      common control (as defined in Code §414(c)), an affiliated service group (as
      defined in Code §414(m)) or an arrangement otherwise described in Code §414(o).
      Each Employer/member of the Related Group is a Related Employer. The term
      "Employer" includes every Related Employer for purposes of crediting Service
      and
      Hours of Service, determining Years of Service and Breaks in Service under
      Articles II and V, determining Separation from Service, applying the Coverage
      Test under Section 3.06(E), applying the limitations on allocations in Part
      2 of
      Article III, applying the top-heavy rules and the minimum allocation
      requirements of Article XII, applying the definitions of Employee, Highly
      Compensated Employee, Compensation and Leased Employee, applying the safe harbor
      401(k) provisions of Section 14.02(D), applying the SIMPLE 401(k) provisions
      of
      Section 14.02(E) and for any other purpose the Code or the Plan
      require.





**(A)**  **Participating
      Employer.** An
      Employer may contribute to the Plan only by being a signatory to the Execution
      Page of the Adoption Agreement or to a Participation Agreement to the Adoption
      Agreement. If a Related Employer executes a Participation Agreement to the
      Adoption Agreement, the Related Employer is a Participating Employer. A
      Participating Employer is an Employer for all purposes of the Plan except as
      provided in Section 1.12.





**(B)**  **Standardized/Nonstandardized
      Plan.** If
      the
      Employer's Plan is a Standardized Plan, all Employees of the Employer or of
      any
      Related Employer, are eligible to participate in the Plan, irrespective of
      whether the Related Employer directly employing the Employee is a Participating
      Employer. Notwithstanding the immediately preceding sentence, individuals who
      become Employees of a Related Employer as a result of a transaction described
      in
      Code §410(b)(6)(C) are not eligible to participate in the Plan during the Plan
      Year in which such transaction occurs nor in the following Plan Year, unless
      the
      Related Employer which employs such Employees becomes during such period a
      Participating Employer, by executing a Participation Agreement to the Adoption
      Agreement. If the Plan is a Nonstandardized Plan, the Employees of a Related
      Employer are not eligible to participate in the Plan unless the Related Employer
      is a Participating Employer.





1.27  **"Self-Employed
      Individual"/ "Owner- Employee"/"Shareholder-Employee"** "Self-Employed Individual" means an individual who has Earned Income (or who
      would have had Earned Income but for the fact that the trade or business did
      not
      have net profits) for the taxable year from the trade or business for which
      the
      Plan is established. "Owner-Employee" means a Self-Employed Individual who
      is
      the sole proprietor in the case of a sole proprietorship. If the Employer is
      a
      partnership, or a limited liability company taxed for federal income tax
      purposes as a partnership, "Owner-Employee" means a Self-Employed Individual
      who
      is a partner or member and owns more than 10% of either the capital or the
      profits interest of the partnership or of the limited liability company.
      "Shareholder-Employee" means an employee or officer of an "S" corporation who
      owns (or is considered as owning under Code §318(a)(1)) more than 5% of the
      outstanding stock of the corporation on any day of the corporation's taxable
      year.





1.28  **"Separation
      from Service"** means an
      event after which the Employee no longer has an employment relationship with
      the
      Employer maintaining this Plan or with a Related Employer.





1.29  **"Service"** means
      any period of time the Employee is in the employ of the Employer, including
      any
      period the Employee is on an unpaid leave of absence authorized by the Employer
      under a uniform, nondiscriminatory policy applicable to all
      Employees.





1.30  **"Service
      with a Predecessor Employer"** If the
      Employer maintains the plan of a predecessor employer, service of the Employee
      with the predecessor employer is Service with the Employer. If the Employer
      does
      not maintain the plan of a predecessor employer, the Plan does not credit
      service with the predecessor employer, unless the Employer in its Adoption
      Agreement (or in a Participation Agreement, if applicable) elects to credit
      designated predecessor employer service and specifies the purposes for which
      the
      Plan will credit service with that predecessor employer.





Unless
      the Employer under its Adoption Agreement Section 2.01 provides for this purpose
      specific Plan Entry Dates, an Employee who satisfies the Plan's eligibility
      condition(s) by reason of the crediting of predecessor service will enter the
      Plan in accordance with the provisions of Section 2.04 as if the Employee were
      a
      re-employed Employee on the first day the Plan credits predecessor
      service.





1.31  **"Trust"** means
      the separate Trust created under the Plan.





1.32  **"Trust
      Fund"** means
      all property of every kind acquired by the Plan and held by the Trust, other
      than incidental benefit insurance contracts.





1.33  **"Trustee"** means
      the person or persons who as Trustee execute the Adoption Agreement, or any
      successor in office who in writing accepts the position of Trustee. The Employer
      must designate in its Adoption Agreement whether the Trustee will administer
      the
      Trust as a discretionary Trustee or as a nondiscretionary Trustee. If a person
      acts as a discretionary Trustee, the Employer also may appoint a Custodian.
      See
      Article X. If the Prototype Plan Sponsor is a bank, savings and loan
      association,






6




credit
      union, mutual fund, insurance company, or other institution qualified to serve
      as Trustee, a person other than the Prototype Plan Sponsor (or its affiliate)
      may not serve as Trustee or as Custodian of the Plan without the written consent
      of the Prototype Plan Sponsor.





1.34  **"Vested"** means a
      Participant or a Beneficiary has an unconditional claim, legally enforceable
      against the Plan, to the Participant's Account Balance or Accrued
      Benefit.





7





**ARTICLE
      II**


**ELIGIBILITY
      AND PARTICIPATION**





2.01  ELIGIBILITY .
      Each
      eligible Employee becomes a Participant in the Plan in accordance with the
      eligibility provisions the Employer elects in its Adoption Agreement. If this
      Plan is a restated Plan, each Employee who was a Participant in the Plan on
      the
      day before the restated Effective Date continues as a Participant in the
      restated Plan, irrespective of whether he/she satisfies the eligibility
      conditions of the restated Plan, unless the Employer provides otherwise in
      its
      Adoption Agreement. If the Employer contributes to the Plan under a Davis-Bacon
      contract, except as the contract provides, the Employer's Adoption Agreement
      elections imposing age and service eligibility conditions do not apply with
      respect to an Employee performing Davis-Bacon contract Service.





2.02  AGE
      AND SERVICE CONDITIONS .
      For
      purposes of an Employee's participation in the Plan, the Plan: (1) may not
      impose an age condition exceeding age 21; and (2) takes into account all of
      the
      Employee's Years of Service with the Employer, except as provided in Section
      2.03. "Year of Service" for purposes of an Employee's participation in the
      Plan,
      means a 12-consecutive month eligibility computation period during which the
      Employee completes the number of Hours of Service (not exceeding 1,000) the
      Employer specifies in its Adoption Agreement.








If
      the
      Employer under Adoption Agreement Section 2.01 elects an alternative Service
      condition to one Year of Service or two Years of Service, the Employer must
      elect in the Adoption Agreement the Hour of Service and any other
      requirement(s), if any, after the Employee completes one Hour of Service. Under
      any alternative Service condition election, the Plan may not require an Employee
      to complete more than one Year of Service (1,000 Hours of Service in
      12-consecutive months) or two Years of Service if applicable.








If
      the
      Employer in its Adoption Agreement elects to apply the Equivalency Method or
      the
      Elapsed Time Method in applying the Plan's eligibility Service condition, the
      Plan Administrator will credit Service in accordance with Sections 1.15(D)
      and
      (D).





2.03  BREAK
      IN SERVICE - PARTICIPATION .
      An
      Employee incurs a "Break in Service" if during any applicable 12-consecutive
      month period he/she does not complete more than 500 Hours of Service with the
      Employer. The "12-consecutive month period" under this Section 2.03 is the
      same
      12-consecutive month period for which the Plan measures a "Year of Service"
      under Section 2.02. If the Plan applies the Elapsed Time Method of crediting
      Service under Section 1.15(D), a Participant incurs a "Break in Service" if
      the
      Participant has a Period of Severance of at least 12 consecutive
      months.





**(A)**  **Two
      Year Eligibility.** If the
      Employer under Adoption Agreement Section 2.01 elects a two Years of Service
      condition for eligibility purposes, an Employee who incurs a one year Break
      in
      Service prior to completing two Years of Service is a new Employee on the date
      he/she first performs an Hour of Service for the Employer after the Break in
      Service, and the Employee establishes a new Employment Commencement Date for
      purposes of the initial eligibility computation period under Section
      2.02.





**(B)**  **One
      Year Hold-Out Rule.** The
      Employer must elect in its Adoption Agreement whether to apply the one year
      hold-out rule under Code §410(a)(5)(C). Under this rule, a Participant will
      incur a suspension of participation in the Plan after incurring a one year
      Break
      in Service and the Plan disregards a Participant's Service completed prior
      to a
      Break in Service until the Participant completes one Year of Service following
      the Break in Service. The Plan suspends the Participant's participation in
      the
      Plan as of the first day of the Plan Year following the Plan Year in which
      the
      Participant incurs the Break in Service. If the Participant completes one Year
      of Service following his/her Break in Service, the Plan restores that
      Participant's pre-Break Service (and the Participant resumes active
      participation in the Plan) retroactively to the first day of the computation
      period in which the Participant first completes one Year of Service following
      his/her Break in Service. The initial computation period under this Section
      2.03(B) is the 12-consecutive month period measured from the date the
      Participant first receives credit for an Hour of Service following the one
      year
      Break in Service. The Plan measures any subsequent computation periods, if
      necessary, in a manner consistent with the Employer's eligibility computation
      period election in Adoption Agreement Section 2.02. If the Employer elects
      to
      apply the one year hold-out rule, the Employer also must elect in its Adoption
      Agreement whether to limit application of the rule only to a Participant who
      has
      incurred a Separation from Service.





The
      Plan
      Administrator also will apply the one-year hold out rule, if applicable, to
      an
      Employee who satisfies the Plan's eligibility conditions but who incurs a
      Separation from Service and a one year Break in Service prior to becoming a
      Participant.





This
      Section 2.03(B) does not affect a Participant's vesting credit under Article
      V
      and, during a suspension period, the Participant's Account continues to share
      fully in Trust Fund allocations under Article IX. Furthermore, the Plan
      Administrator in applying this Section 2.03(B) does not restore any Service
      disregarded under the Break in Service rule of Section 2.03(A).





**(C)**  **No
      Application to 401(k) Arrangement.** If the
      Plan includes a 401(k) arrangement and the Employer in its Adoption Agreement
      elects to apply the Section 2.03(B) one year hold-out rule, the Plan
      Administrator will apply the provisions of Section 2.04 to the deferral
      contributions portion of the Plan without regard to Section
      2.03(B).





**(D)**  **No
      Rule of Parity - Participation.** For
      purposes of Plan participation, the Plan does not apply the "rule of parity"
      under Code §410(a)(5)(D).





8


2.04  PARTICIPATION
      UPON RE-EMPLOYMENT .
      A
      Participant who incurs a Separation from Service will re-enter the Plan as
      a
      Participant on the date of his/her re-employment with the Employer, subject
      to
      the one year hold-out rule, if applicable, under Section 2.03(B). An Employee
      who satisfies the Plan's eligibility conditions but who incurs a Separation
      from
      Service prior to becoming a Participant will become a Participant on the later
      of the Plan Entry Date on which he/she would have entered the Plan had he/she
      not incurred a Separation from Service or the date of his/her re-employment,
      subject to the one year hold-out rule, if applicable, under Section 2.03(B).
      Any
      Employee who incurs a Separation from Service prior to satisfying the Plan's
      eligibility conditions becomes a Participant in accordance with Adoption
      Agreement Section 2.01.





2.05  CHANGE
      IN EMPLOYMENT STATUS .
      The
      Employer in its Adoption Agreement Section 1.11 may elect to exclude certain
      Employees from Plan participation ("excluded Employees"). If a Participant
      has
      not incurred a Separation from Service but becomes an excluded Employee, during
      the period of exclusion the excluded Employee will not share in the allocation
      of any Employer contributions or Participant forfeitures, and may not make
      deferral contributions if the Plan includes a 401(k) arrangement, with respect
      to Compensation paid to the excluded Employee during the period of exclusion.
      However, during such period of exclusion, the Participant, without regard to
      employment classification, continues to receive credit for vesting under Article
      V for each included Year of Service and the Participant's Account continues
      to
      share fully in Trust Fund allocations under Article IX. If a Participant who
      becomes an excluded Employee subsequently resumes status as an eligible
      Employee, the Participant will participate in the Plan immediately upon resuming
      eligible status, subject to the one year hold-out rule, if applicable, under
      Section 2.03(B).





If
      an
      excluded Employee who is not a Participant becomes an eligible Employee, he/she
      will participate immediately in the Plan if he/she has satisfied the eligibility
      conditions of Adoption Agreement Section 2.01 and would have been a Participant
      had he/she not been an excluded Employee during his/her period of Service.
      Furthermore, the excluded Employee receives credit for vesting under Article
      V
      for each included vesting Year of Service notwithstanding the Employee's
      excluded Employee status.





2.06  ELECTION
      NOT TO PARTICIPATE .
      If the
      Plan is a Standardized Plan, the Plan does not permit an otherwise eligible
      Employee nor any Participant to elect not to participate in the Plan
      ("opt-out"). If the Plan is a Nonstandardized Plan, the Employer in its Adoption
      Agreement must elect whether any eligible Employee may elect irrevocably to
      opt-out. The Employee prior to his/her Plan Entry Date must file an opt-out
      election in writing with the Plan Administrator on a form provided by the Plan
      Administrator for this purpose.





9


**ARTICLE
      III**


**EMPLOYER
      CONTRIBUTIONS AND FORFEITURES**





**Part
      1.** **Amount
      of Employer Contributions and Plan**


**Allocations:
        Sections 3.01 through 3.06**





3.01  EMPLOYER
      CONTRIBUTIONS .





**(A)**  **Amount
      and Types of Contribution.** The
      Employer in its Adoption Agreement will elect the amount and type(s) of Employer
      Plan contribution(s). The Employer will not make a contribution to the Trust
      for
      any Plan Year to the extent the contribution would exceed the Participants'
      Maximum Permissible Amounts. Unless otherwise provided in an Addendum to its
      Adoption Agreement, the Employer need not have net profits to make a
      contribution under the Plan. If the Employer's Plan is a money purchase pension
      plan and the Employer also maintains a defined benefit pension plan,
      notwithstanding the money purchase pension plan formula in the Employer's
      Adoption Agreement, the Employer's required contribution to its money purchase
      pension plan for a Plan Year is limited to the amount which the Employer may
      deduct under Code §404(a)(7). If the Employer under Code §404(a)(7) must reduce
      its money purchase pension plan contribution, the Plan Administrator will reduce
      each Participant's allocation in the same ratio as the reduced total Employer
      contribution bears to the original (unreduced) Employer
      contribution.





**(B)**  **Form
      of Contribution/Related Employer.** Subject
      to the consent of the Trustee, the Employer may make its contribution in
      property instead of cash, provided the contribution of property is not a
      prohibited transaction under the Code or under ERISA. Unless the Employer in
      its
      Adoption Agreement makes a contrary election, the Plan Administrator will
      allocate all Employer contributions and forfeitures without regard to which
      contributing Related Employer directly employs the affected
      Participants.





**(C)**  **Time
      of Payment of Contribution.** The
      Employer may pay its contribution for any Plan Year in one or more installments
      without interest. Unless otherwise required by contract, by the Code or by
      ERISA, the Employer may make its contribution to the Plan for a particular
      Plan
      Year at such time(s) as the Employer in its sole discretion determines. If
      the
      Employer makes a contribution for a particular Plan Year after the close of
      that
      Plan Year, the Employer will designate in writing to the Trustee the Plan Year
      for which the Employer is making its contribution.





**(D)**  **Return
      of Employer Contribution.** The
      Employer contributes to the Plan on the condition its contribution is not due
      to
      a mistake of fact and the Internal Revenue Service will not disallow the
      deduction of the Employer's contribution. The Trustee, upon written request
      from
      the Employer, must return to the Employer the amount of the Employer's
      contribution made by the Employer by mistake of fact or the amount of the
      Employer's contribution disallowed as a deduction under Code §404. The Trustee
      will not return any portion of the Employer's contribution under the provisions
      of this Section 3.01(D) more than one year after:





(1)  The
      Employer made the contribution by mistake of fact; or





(2)  The
      disallowance of the contribution as a deduction, and then, only to the extent
      of
      the disallowance.





The
      Trustee will not increase the amount of the Employer contribution returnable
      under this Section 3.01(D) for any earnings attributable to the contribution,
      but the Trustee will decrease the Employer contribution returnable for any
      losses attributable to the contribution. The Trustee may require the Employer
      to
      furnish the Trustee whatever evidence the Trustee deems necessary to enable
      the
      Trustee to confirm the amount the Employer has requested be returned, is
      properly returnable under ERISA.





3.02  DEFERRAL
      CONTRIBUTIONS .
      If the
      Plan includes a 401(k) arrangement, the Employer in its Adoption Agreement
      must
      elect the Plan limitations and restrictions, if any, which apply to deferral
      contributions or to cash or deferred contributions, if applicable. Under
      Adoption Agreement Section 3.02, for purposes of applying any Plan limit the
      Employer has elected on deferral contributions, the Employer must elect to
      take
      into account the Employee's entire Plan Year Compensation or to limit
      Compensation to the portion of the Plan Year in which the Employee actually
      is a
      Participant.





3.03  MATCHING
      CONTRIBUTIONS .
      If the
      Plan includes a 401(k) arrangement, the Employer in its Adoption Agreement
      must
      elect the type(s) of matching contributions, the time period applicable to
      any
      matching contribution formula, and as applicable, the amount of matching
      contributions and the Plan limitations and restrictions, if any, which apply
      to
      matching contributions.





3.04  EMPLOYER
      CONTRIBUTION ALLOCATION .





**(A)**  **Method
      of Allocation.** The
      Employer in its Adoption Agreement must specify, subject to this Section 3.04,
      the manner of allocating Employer contributions to the Trust. For purposes
      of
      this Section 3.04, Employer contributions include as applicable, the Employer's
      nonelective contributions, money purchase pension and target benefit
      contributions, but do not include deferral contributions or, except under
      Section 3.04(B), matching contributions.





10


**(B)**  **Compensation
      Taken into Account.** The
      Employer in its Adoption Agreement Section 1.07 must specify the Compensation
      the Plan Administrator is to take into account in allocating an Employer
      contribution to a Participant's Account. For the Plan Year in which the Employee
      first becomes a Participant in the Plan (or in any portion of the Plan), the
      Employer may elect to take into account the Employee's entire Plan Year
      Compensation or to limit Compensation to the portion of the Plan Year in which
      the Employee actually is a Participant. For all other Plan Years, the Plan
      Administrator will take into account only the Compensation determined for the
      portion of the Plan Year in which the Employee actually is a Participant. The
      Plan Administrator must take into account the Employee's entire Compensation
      for
      the Plan Year to determine whether the Plan satisfies the top-heavy minimum
      allocation requirements of Article XII. The Employer, in its Adoption Agreement,
      may elect to measure Compensation for allocating its Employer contribution
      for a
      Plan Year on the basis of a specified period other than the Plan
      Year.





**(C)**  **Top-Heavy
      Minimum Allocation.** Unless
      the Employer in an Addendum to its Adoption Agreement elects to satisfy any
      top-heavy minimum allocation requirement in another plan (not maintained under
      this basic plan document), the Employer in this Plan must satisfy the top-heavy
      requirements of Article XII.





**(D)**  **Allocation
      Conditions.** Subject
      to any restoration allocation required under the Plan, the Plan Administrator
      will allocate and credit Employer contributions to the Account of each
      Participant who satisfies the allocation conditions of Section 3.06.





**(E)**  **Alternative
      Allocation Formulas.** The Plan
      Administrator will allocate Employer contributions for the Plan Year or other
      applicable period in accordance with the allocation formula the Employer elects
      in its Adoption Agreement. The Plan Administrator, in allocating under any
      allocation formula which is based in whole or in part on Compensation, only
      will
      take into account Compensation of those Participants entitled to an
      allocation.





The
      Employer in its Adoption Agreement must elect, one or more as applicable of
      the
      following allocation formulas:





(1)  **Nonintegrated
      (pro rata) allocation formula.** The Plan
      Administrator will allocate the Employer contributions for a Plan Year in the
      same ratio that each Participant's Compensation for the Plan Year bears to
      the
      total Compensation of all Participants for the Plan Year.





(2)  **Two-tiered
      permitted disparity allocation formula.** Under
      the first tier, the Plan Administrator will allocate the Employer contributions
      for a Plan Year in the same ratio that each Participant's Compensation plus
      Excess Compensation (as defined in Adoption Agreement Section 3.04) for the
      Plan
      Year bears to the total Compensation plus Excess Compensation of all
      Participants for the Plan Year. The allocation under this first tier, as a
      percentage of each Participant's Compensation plus Excess Compensation, must
      not
      exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under Section
      3.04(E)(4).





Under
      the
      second tier, the Plan Administrator will allocate any remaining Employer
      contributions for a Plan Year in the same ratio that each Participant's
      Compensation for the Plan Year bears to the total Compensation of all
      Participants for the Plan Year.





(3)  **Four-tiered
      permitted disparity allocation formula.** Under
      the first tier, the Plan Administrator will allocate the Employer contributions
      for a Plan Year in the same ratio that each Participant's Compensation for
      the
      Plan Year bears to the total Compensation of all Participants for the Plan
      Year,
      but not exceeding 3% of each Participant's Compensation. Solely for purposes
      of
      this first tier allocation, a "Participant" means, in addition to any
      Participant who satisfies the allocation conditions of Section 3.06 for the
      Plan
      Year, any other Participant entitled to a top-heavy minimum allocation under
      the
      Plan.





Under
      the
      second tier, the Plan Administrator will allocate the Employer contributions
      for
      a Plan Year in the same ratio that each Participant's Excess Compensation (as
      defined in Adoption Agreement Section 3.04) for the Plan Year bears to the
      total
      Excess Compensation of all Participants for the Plan Year, but not exceeding
      3%
      of each Participant's Excess Compensation.





Under
      the
      third tier, the Plan Administrator will allocate the Employer contributions
      for
      a Plan Year in the same ratio that each Participant's Compensation plus Excess
      Compensation for the Plan Year bears to the total Compensation plus Excess
      Compensation of all Participants for the Plan Year. The allocation under this
      third tier, as a percentage of each Participant's Compensation plus Excess
      Compensation, must not exceed the applicable percentage (2.7%, 2.4% or 1.3%)
      listed under Section 3.04(E)(4).





Under
      the
      fourth tier, the Plan Administrator will allocate any remaining Employer
      contributions for a Plan Year, in the same ratio that each Participant's
      Compensation for the Plan Year bears to the total Compensation of all
      Participants for the Plan Year.





(4)  **Maximum
      disparity table.** For
      purposes of the permitted disparity allocation formulas under this Section
      3.04,
      the applicable percentage is:






11


Integration
                level %of
                taxablewage
                base
            Applicable
                % for 2-tieredformula
            Applicable
                % for 4-tieredformula100%
            5.7%
            2.7%More
                than 80% but less than 100%5.4%
            2.4%More
                than 20% (but not less than $10,001) and not more than 80%4.3%
            1.3%20%
                (or $10,000, if greater) or less5.7%
            2.7%





(5)  **Overall
      permitted disparity limits.**





(i)  **Annual
      overall permitted disparity limit.** Notwithstanding Sections 3.04(E)(2) and (3), for any Plan Year the Plan benefits
      any Participant who benefits under another qualified plan or under a simplified
      employee pension plan (as defined in Code §408(k)) maintained by the Employer
      that provides for permitted disparity (or imputes disparity), the Plan
      Administrator will allocate Employer contributions to the Account of each
      Participant in the same ratio that each Participant's Compensation bears to
      the
      total Compensation of all Participants for the Plan Year.





(ii)  **Cumulative
      permitted disparity limit.** Effective for Plan Years beginning after December 31, 1994, the cumulative
      permitted disparity limit for a Participant is 35 total cumulative permitted
      disparity years. "Total cumulative permitted disparity years" means the number
      of years credited to the Participant for allocation or accrual purposes under
      the Plan, any other qualified plan or simplified employee pension plan (whether
      or not terminated) ever maintained by the Employer. For purposes of determining
      the Participant's cumulative permitted disparity limit, the Plan Administrator
      will treat all years ending in the same calendar year as the same year. If
      the
      Participant has not benefited under a defined benefit plan or under a target
      benefit plan of the Employer for any year beginning after December 31, 1993,
      the
      Participant does not have a cumulative permitted disparity limit.





For
      purposes of this Section 3.04(E)(5), a Participant "benefits" under the Plan
      for
      any Plan Year during which the Participant receives, or is deemed to receive,
      a
      contribution allocation in accordance with Treas. Reg.
§1.410(b)-3(a).





(6)  **Uniform
      points allocation formula.** The Plan
      Administrator will allocate the Employer contributions for a Plan Year in the
      same ratio that each Participant's points (as elected in Adoption Agreement
      Section 3.04) bear to the total points of all Participants for the Plan
      Year.





(7)  **Incorporation
      of contribution formula.** The Plan
      Administrator will allocate the Employer's contributions for a Plan Year in
      accordance with the contribution formula the Employer has elected under Section
      3.01.





(8)  **Target
      benefit allocation formula.** The
      Plan
      Administrator will allocate the Employer contributions for a Plan Year as
      provided in the Employer's target benefit Adoption Agreement.





(9)  **Davis-Bacon
      contract allocation formula.** The
      Plan
      Administrator will allocate the Employer contributions for a Plan Year in
      accordance with the applicable Davis-Bacon contract pursuant to which the
      Employer has made its contributions for the Plan Year. The Employer's
      contributions will take into account each Participant's hourly rate, employment
      category, employment classification and such other factors the Davis-Bacon
      contract may specify. For purposes of the Plan, "Davis-Bacon contract" includes
      a contract under any state prevailing wage law.





**(F)**  **Qualified
      Nonelective Contributions.** The
      Employer operationally may designate all or any portion of its nonelective
      contributions as a qualified nonelective contribution. The Employer, to
      facilitate the Plan Administrator's correction of test failures under Sections
      14.08, 14.09 and 14.10, also may make qualified nonelective contributions to
      the
      Plan irrespective of whether the Employer in its Adoption Agreement has elected
      to provide nonelective contributions. The Employer in its Adoption Agreement
      must elect whether the Plan Administrator will allocate the Employer
      contributions designated as a qualified nonelective contribution to all
      Participants or solely to Nonhighly Compensated Employee Participants. The
      Employer operationally must elect whether the Plan Administrator will allocate
      qualified nonelective contributions: (1) to eligible Participants pro rata
      in
      relation to Compensation; (2) to eligible Participants in the same amount
      without regard to Compensation (flat dollar); or (3) under the reverse
      allocation or other similar method. Under the reverse allocation method, the
      Plan Administrator, subject to Section 3.06, will allocate a qualified
      nonelective contribution first to the Nonhighly Compensated Employee
      Participant(s) with
      the
      lowest Compensation for the Plan Year not exceeding the Maximum Permissible
      Amount for each Participant, with any remaining amounts allocated to the next
      highest paid Nonhighly Compensated Employee Participant(s)






12




not
      exceeding his/her Maximum Permissible Amount and continuing in this manner
      until
      the Plan Administrator has fully allocated the qualified nonelective
      contribution.





**(G)**  **Qualified
      Replacement Plan.** The
      Employer may establish or maintain this Plan as a qualified replacement plan
      as
      described in Code §4980 under which the Plan may receive a transfer from a
      terminating qualified plan the Employer also maintains. The Plan Administrator
      will credit the transferred amounts to a suspense account under the Plan and
      thereafter the Plan Administrator will allocate the transferred amounts under
      this Section 3.04(G) in the same manner as the Plan Administrator allocates
      Employer nonelective contributions, unless the Employer specifies in an Addendum
      to its Adoption Agreement: (1) to apply such transferred amounts to the Plan's
      administrative expenses; or (2) if the Plan includes a 401(k) arrangement,
      the
      Employer in its Addendum designates such transferred amounts as matching
      contributions.





3.05  FORFEITURE
      ALLOCATION .
      The
      amount of a Participant's Account forfeited under the Plan is a Participant
      forfeiture. The Plan Administrator, subject to Section 3.06, will allocate
      Participant forfeitures at the time and in the manner the Employer specifies
      in
      its Adoption Agreement. The Plan Administrator will continue to hold the
      undistributed, non-Vested portion of the Account of a Participant who has
      separated from Service solely for his/her benefit until a forfeiture occurs
      at
      the time specified in Section 5.09 or if applicable, until the time specified
      in
      Section 9.11. Except as provided under Section 5.04, a Participant will not
      share in the allocation of a forfeiture of any portion of his/her Account.
      If
      the Plan includes a 401(k) arrangement, the Plan Administrator first will
      determine if a Participant's forfeitures are attributable to nonelective or
      to
      matching contributions, and the Plan Administrator then will allocate the
      forfeitures in the manner the Employer has elected in its Adoption Agreement.
      If
      the Employer elects to allocate forfeitures to reduce nonelective or matching
      contributions and the forfeitures exceed the amount of the contribution to
      which
      the Plan Administrator will apply the forfeitures, the Plan Administrator will
      allocate the remaining forfeitures as an additional discretionary nonelective
      or
      discretionary matching contribution or the Plan Administrator will apply the
      forfeitures to the Employer's nonelective or matching contribution in the
      succeeding Plan Year. A Participant's forfeiture is attributable to matching
      contributions if the forfeiture is: (1) a non-Vested matching Account forfeited
      in accordance with Section 5.09 or, if applicable, Section 9.11; (2) a
      non-Vested excess aggregate contribution (adjusted for earnings) forfeited
      in
      correcting for nondiscrimination failures under Section 14.09 or Section 14.10;
      or (3) an "associated matching contribution," which includes any Vested or
      non-Vested matching contribution (adjusted for earnings) made with respect
      to
      elective deferrals or Employee contributions the Plan Administrator distributes
      in correction of Code §402(g), Code §415 or nondiscrimination failures under
      Sections 14.07, 14.08, 14.09 or 14.10. An Employee forfeits an associated
      matching contribution unless the matching contribution is a Vested excess
      aggregate contribution distributed in accordance with Sections 14.09 or
      14.10.





3.06  ALLOCATION
      CONDITIONS .
      The
      Plan Administrator will determine the allocation conditions which apply to
      Employer contributions (including matching contributions) and Participant
      forfeitures on the basis of the Plan Year (or on any other basis representing
      a
      reasonable division of the Plan Year) in accordance with the Employer's
      elections in its Adoption Agreement. A Participant does not accrue an Employer
      contribution with respect to a Plan Year or other applicable period until the
      Participant satisfies the allocation conditions described in this Section 3.06.
      The Plan under a 401(k) arrangement may not impose any allocation conditions
      with respect to deferral contributions, safe harbor contributions or SIMPLE
      contributions.





**(A)**  **Hours
      of Service Requirement.** Except
      as required to satisfy the top-heavy minimum allocation requirement of Article
      XII, the Plan Administrator will not allocate any portion of an Employer
      contribution for a Plan Year to any Participant's Account if the Participant
      does not complete the applicable minimum Hours of Service or consecutive
      calendar days of employment requirement the Employer specifies in its Adoption
      Agreement for the relevant period. The Employer in its Standardized Adoption
      Agreement must elect whether to require a Participant to complete during a
      Plan
      Year 501 Hours of Service or to be employed for at least 91 consecutive calendar
      days under the Elapsed Time Method, to share in the allocation of Employer
      contributions for that Plan Year where the Participant is not employed by the
      Employer on the Accounting Date of that Plan Year, including the Plan Year
      in
      which the Employer terminates the Plan.





**(B)**  **"Last
      Day" Employment Requirement.** If
      the
      Plan is a Standardized Plan, a Participant who is employed by the Employer
      on
      the Accounting Date of a Plan Year will share in the allocation of Employer
      contributions for that Plan Year without regard to the Participant's Hours
      of
      Service completed during that Plan Year. If the Plan is a Nonstandardized Plan,
      the Employer must specify in its Adoption Agreement whether the Participant
      will
      benefit under the Plan if the Participant is not employed by the Employer on
      the
      Accounting Date of the Plan Year or other specified date. If the Plan is a
      Nonstandardized money purchase Plan or target benefit Plan, the Plan conditions
      Employer contribution allocations on a Participant's employment with the
      Employer on the last day of the Plan Year for the Plan Year in which the
      Employer terminates the Plan.





**(C)**  **Death,
      Disability or Normal Retirement Age.** Unless
      the Employer otherwise elects in its Adoption Agreement, any allocation
      condition elected under Adoption Agreement Section 3.06 does not apply for
      a
      Plan Year if a Participant incurs a Separation from Service during the Plan
      Year
      on account of the Participant's death, Disability or attainment of Normal
      Retirement Age in the current Plan Year or on account of the Participant's
      Disability or attainment of Normal Retirement Age in a prior Plan
      Year.





**(D)**  **Other
      Conditions.** In
      allocating Employer contributions under the Plan, the Plan Administrator will
      not apply any other conditions except those the Employer elects in its Adoption
      Agreement or otherwise as the Plan may require.





13


**(E)**  **Suspension
      of Allocation Conditions Under a Nonstandardized Plan.** The
      suspension provisions of this Section 3.06(E) do not apply unless the Employer
      elects in its Nonstandardized Adoption Agreement to apply them. If Section
      3.06(E) applies, the Plan suspends for a Plan Year the Adoption Agreement
      Section 3.06 allocation conditions if the Plan fails in that Plan Year to
      satisfy coverage under the Ratio Percentage Test, unless in an Addendum to
      its
      Adoption Agreement, the Employer specifies the Plan Administrator will apply
      this Section 3.06(E) using the Average Benefit Percentage Test described in
      Code
§410(b)(2). A Plan satisfies coverage under the Ratio Percentage Test if, on
      the
      last day of the Plan Year, the Plan's benefiting ratio of the Nonhighly
      Compensated Includible Employees is at least 70% of the benefiting ratio of
      the
      Highly Compensated Includible Employees.





The
      benefiting ratio of the Nonhighly Compensated Includible Employees is the number
      of Nonhighly Compensated Includible Employees benefiting under the Plan over
      the
      number of the Includible Employees who are Nonhighly Compensated Employees.
      "Includible" Employees are all Employees other than: (1) those Employees
      excluded from participating in the Plan for the entire Plan Year by reason
      of
      the collective bargaining unit or the nonresident alien exclusions under Code
      §410(b)(3) or by reason of the age and service requirements of Article II; and
      (2) those Employees who incur a Separation from Service during the Plan Year
      and
      for the Plan Year fail to complete more than 500 Hours of Service or at least
      91
      consecutive calendar days under the Elapsed Time Method.





For
      purposes of coverage, an Employee is benefiting under the Plan on a particular
      date if, under Section 3.04 of the Plan, he/she is entitled to an Employer
      contribution or to a Participant forfeiture allocation for the Plan
      Year.





If
      this
      Section 3.06(E) applies for a Plan Year, the Plan Administrator will suspend
      the
      allocation conditions for the Nonhighly Compensated Includible Employees who
      are
      Participants, beginning first with the Includible Employee(s) employed by the
      Employer on the last day of the Plan Year, then the Includible Employee(s)
      who
      have the latest Separation from Service during the Plan Year, and continuing
      to
      suspend the allocation conditions for each Includible Employee who incurred
      an
      earlier Separation from Service, from the latest to the earliest Separation
      from
      Service date, until the Plan satisfies coverage for the Plan Year. If two or
      more Includible Employees have a Separation from Service on the same day, the
      Plan Administrator will suspend the allocation conditions for all such
      Includible Employees, irrespective of whether the Plan can satisfy coverage
      by
      accruing benefits for fewer than all such Includible Employees. If the Plan
      for
      any Plan Year suspends the allocation conditions for an Includible Employee,
      that Employee will share in the allocation for that Plan Year of the Employer
      contribution and Participant forfeitures, if any, without regard to whether
      he/she has satisfied the allocation conditions of this Section
      3.06.





If
      the
      Plan includes Employer matching contributions subject to ACP testing, this
      Section 3.06(E) applies separately to the Code §401(m) portion of the
      Plan.





**Part
      2.** **Limitations
      On Allocations: Sections 3.07 through 3.18**





[Note:
      Sections 3.07 through 3.10 apply only to Participants in this Plan who do not
      participate, and who have never participated, in another qualified plan,
      individual medical account (as defined in Code §415(l)(2)), simplified employee
      pension plan (as defined in Code §408(k)) or welfare benefit fund (as defined in
      Code §419(e)) maintained by the Employer, which provides an Annual
      Addition.]





3.07  ANNUAL
      ADDITIONS LIMITATION .
      The
      amount of Annual Additions which the Plan Administrator may allocate under
      this
      Plan to a Participant's Account for a Limitation Year may not exceed the Maximum
      Permissible Amount. If the Annual Additions the Plan Administrator otherwise
      would allocate under the Plan to a Participant's Account would for the
      Limitation Year exceed the Maximum Permissible Amount, the Plan Administrator
      will not allocate the Excess Amount, but will instead take any reasonable,
      uniform and nondiscriminatory action the Plan Administrator determines necessary
      to avoid allocation of an Excess Amount. Such actions include, but are not
      limited to, those described in this Section 3.07. If the Plan includes a 401(k)
      arrangement, the Plan Administrator may apply this Section 3.07 in a manner
      which maximizes the allocation to a Participant of Employer contributions
      (exclusive of the Participant's deferral contributions). Notwithstanding any
      contrary Plan provision, the Plan Administrator, for the Limitation Year, may:
      (1) suspend or limit a Participant's additional Employee contributions or
      deferral contributions; (2) notify the Employer to reduce the Employer's future
      Plan contribution(s) as necessary to avoid allocation to a Participant of an
      Excess Amount; or (3) suspend or limit the allocation to a Participant of any
      Employer contribution previously made to the Plan (exclusive of deferral
      contributions) or of any Participant forfeiture. If an allocation of Employer
      contributions previously made (excluding a Participant's deferral contributions)
      or of Participant forfeitures would result in an Excess Amount to a
      Participant's Account, the Plan Administrator will allocate the Excess Amount
      to
      the remaining Participants who are eligible for an allocation of Employer
      contributions for the Plan Year in which the Limitation Year ends. The Plan
      Administrator will make this allocation in accordance with the Plan's allocation
      method as if the Participant whose Account otherwise would receive the Excess
      Amount, is not eligible for an allocation of Employer contributions. If the
      Plan
      Administrator allocates to a Participant an Excess Amount, Plan Administrator
      must dispose of the Excess Amount in accordance with Section 3.10 (relating
      to
      certain "reasonable errors" and allocation of forfeitures) or, if Section 3.10
      does not apply, the Plan Administrator will dispose of the Excess Amount under
      Section 9.12.





3.08  ESTIMATING
      COMPENSATION .
      Prior
      to the determination of the Participant's actual Compensation for a Limitation
      Year, the Plan Administrator may determine the Maximum Permissible Amount on
      the
      basis of the Participant's estimated annual Compensation for such Limitation
      Year. The Plan Administrator must make this determination on a reasonable and
      uniform basis for all Participants similarly situated. The Plan Administrator
      must reduce the allocation of any Employer contributions




14


(including
      any allocation of forfeitures) based on estimated annual Compensation by any
      Excess Amounts carried over from prior Limitation Years.





3.09  DETERMINATION
      BASED ON ACTUAL COMPENSATION .
      As soon
      as is administratively feasible after the end of the Limitation Year, the Plan
      Administrator will determine the Maximum Permissible Amount for the Limitation
      Year on the basis of the Participant's actual Compensation for such Limitation
      Year.





3.10  DISPOSITION
      OF ALLOCATED EXCESS AMOUNT .
      If,
      because of a reasonable error in estimating a Participant's actual Limitation
      Year Compensation, because of the allocation of forfeitures, because of a
      reasonable error in determining a Participant's deferral contributions or
      because of any other facts and circumstances the Internal Revenue Service
      ("Revenue Service") considers to constitute reasonable error, a Participant
      receives an allocation of an Excess Amount for a Limitation Year, the Plan
      Administrator will dispose of such Excess Amount as follows:





(a)  The
      Plan
      Administrator first will return to the Participant any Employee contributions
      (adjusted for earnings) and then any Participant deferral contributions
      (adjusted for earnings) to the extent necessary to reduce or eliminate the
      Excess Amount.





(b)  If,
      after
      the application of Paragraph (a), an Excess Amount still exists and the Plan
      covers the Participant at the end of the Limitation Year, the Plan Administrator
      then will use the Excess Amount(s) to reduce future Employer contributions
      (including any allocation of forfeitures) under the Plan for the next Limitation
      Year and for each succeeding Limitation Year, as is necessary, for the
      Participant. If the Employer's Plan is a profit sharing plan, a Participant
      who
      is a Highly Compensated Employee may elect to limit his/her Compensation for
      allocation purposes to the extent necessary to reduce his/her allocation for
      the
      Limitation Year to the Maximum Permissible Amount and to eliminate the Excess
      Amount.





(c)  If,
      after
      the application of Paragraph (a), an Excess Amount still exists and the Plan
      does not cover the Participant at the end of the Limitation Year, the Plan
      Administrator then will hold the Excess Amount unallocated in a suspense
      account. The Plan Administrator will apply the suspense account to reduce
      Employer Contributions (including the allocation of forfeitures) for all
      remaining Participants in the next Limitation Year, and in each succeeding
      Limitation Year if necessary. Neither the Employer nor any Employee may
      contribute to the Plan for any Limitation Year in which the Plan is unable
      to
      allocate fully a suspense account maintained pursuant to this Paragraph (c).
      Amounts held unallocated in a suspense account will not share in any allocation
      of Trust Fund net income, gain or loss.





(d)  The
      Plan
      Administrator under Paragraphs (b) or (c) will not distribute any Excess
      Amount(s) to Participants or to former Participants.





[Note:
      Sections 3.11 through 3.15 apply only to Participants who, in addition to this
      Plan, participate in one or more M&P defined contribution plans (including
      Paired Plans), welfare benefit funds (as defined in Code §419(e)), individual
      medical accounts (as defined in Code §415(l)(2), or simplified employee pension
      plans (as defined in Code §408(k)) maintained by the Employer and which provide
      an Annual Addition during the Limitation Year (collectively "Code §415
      aggregated plans").]





3.11  COMBINED
      PLANS ANNUAL ADDITIONS LIMITATION .
      The
      amount of Annual Additions which the Plan Administrator may allocate under
      this
      Plan to a Participant's Account for a Limitation Year may not exceed the Maximum
      Permissible Amount, reduced by the sum of any Annual Additions allocated to
      the
      Participant's accounts for the same Limitation Year under the Code §415
      aggregated plans. If the amount the Employer otherwise would allocate to the
      Participant's Account under this Plan would cause the Annual Additions for
      the
      Limitation Year to exceed this Section 3.11 combined plans limitation, the
      Employer will reduce the amount of its allocation to that Participant's Account
      in the manner described in Section 3.07, so the Annual Additions under all
      of
      the Code §415 aggregated plans for the Limitation Year will equal the Maximum
      Permissible Amount. If the Plan Administrator allocates to a Participant an
      amount attributed to this Plan under Section 3.14 which exceeds this Section
      3.11 combined plans limitation, the Plan Administrator must dispose of the
      Excess Amount in accordance with Section 3.15 (relating to certain "reasonable
      errors" and allocation of forfeitures) or, if Section 3.15 does not apply,
      the
      Plan Administrator will dispose of the Excess Amount under Section
      9.12.





3.12  ESTIMATING
      COMPENSATION .
      Prior
      to the determination of the Participant's actual Compensation for the Limitation
      Year, the Plan Administrator may determine the Section 3.11 combined plans
      limitation on the basis of the Participant's estimated annual Compensation
      for
      such Limitation Year. The Plan Administrator will make this determination on
      a
      reasonable and uniform basis for all Participants similarly situated. The Plan
      Administrator must reduce the allocation of any Employer contribution (including
      the allocation of Participant forfeitures) based on estimated annual
      Compensation by any Excess Amounts carried over from prior years.





3.13  DETERMINATION
      BASED ON ACTUAL COMPENSATION .
      As soon
      as is administratively feasible after the end of the Limitation Year, the Plan
      Administrator will determine the Section 3.11 combined plans limitation on
      the
      basis of the Participant's actual Compensation for such Limitation
      Year.





3.14


ORDERING
      OF ANNUAL ADDITION ALLOCATIONS .
      If,
      because of a reasonable error in estimating a Participant's actual Limitation
      Year Compensation, because of the allocation of forfeitures, because of a
      reasonable error in determining a Participant's deferral contributions or
      because of any other facts and circumstances the Revenue Service considers




15




to
      constitute reasonable error, a Participant's Annual Additions under this Plan
      and the Code §415 aggregated plans result in an Excess Amount, such Excess
      Amount will consist of the Amounts last allocated. The Plan Administrator will
      determine the Amounts last allocated by treating the Annual Additions
      attributable to a simplified employee pension as allocated first, followed
      by
      allocation to a welfare benefit fund or individual medical account, irrespective
      of the actual allocation date. If the Plan Administrator allocates an Excess
      Amount to a Participant on an allocation date of this Plan which coincides
      with
      an allocation date of another plan, unless the Employer specifies otherwise
      in
      an Addendum to its Adoption Agreement, the Excess Amount attributed to this
      Plan
      will equal the product of:





(a)
            the
                total Excess Amount allocated as of such date, multiplied
                by





(b)
            the
                ratio of (i) the Annual Additions allocated to the Participant as
                of such
                date for the Limitation Year under the Plan to (ii) the total Annual
                Additions allocated to the Participant as of such date for the Limitation
                Year under this Plan and the Code §415 aggregated
                plans.





3.15  DISPOSITION
      OF ALLOCATED EXCESS AMOUNT ATTRIBUTABLE TO PLAN .
      The
      Plan Administrator will dispose of any allocated Excess Amounts described in
      and
      attributed to this Plan under Section 3.14 as provided in Section 3.10 or,
      as
      applicable under Section 9.12.





[Note:
      Section 3.16 applies only to Participants who, in addition to this Plan,
      participate in one or more qualified defined contribution plans maintained
      by
      the Employer during the Limitation Year, but which are not M&P plans
      described in Sections 3.11 through 3.15.]





3.16  OTHER
      DEFINED CONTRIBUTION PLANS LIMITATION .
      If a
      Participant is a participant in another defined contribution plan maintained
      by
      the Employer, but which plan is not an M&P plan described in Sections 3.11
      through 3.15, the Plan Administrator must limit the allocation to the
      Participant of Annual Additions under this Plan as provided in Sections 3.11
      through 3.15, as though the other defined contribution plan were an M&P
      plan, unless the Employer specifies otherwise in an Addendum to its Adoption
      Agreement.





3.17  DEFINED
      BENEFIT PLAN LIMITATION .
      If the
      Employer maintains a defined benefit plan, or has ever maintained a defined
      benefit plan which the Employer has terminated, then the sum of the defined
      benefit plan fraction and the defined contribution plan fraction for any
      Participant for any Limitation Year beginning before January 1, 2000, must
      not
      exceed 1.0. The 1.0 limitation of the immediately preceding sentence does not
      apply for Limitation Years beginning after December 31, 1999, unless the
      Employer in Appendix B to its Adoption Agreement specifies a later effective
      date. To the extent necessary to satisfy the 1.0 limitation, if the Employer
      still maintains the defined benefit plan as an active plan, the Employer in
      its
      Adoption Agreement Appendix B will elect whether to reduce the Participant's
      projected annual benefit under the defined benefit plan under which the
      Participant participates, or to reduce its contribution or allocation on behalf
      of the Participant to the defined contribution plan(s) under which the
      Participant participates. If the Employer has frozen or terminated the defined
      benefit plan, the Employer will reduce its contribution or allocation on behalf
      of the Participant to the defined contribution plan(s) under which the
      Participant participates. The Employer must provide in Appendix B to its
      Adoption Agreement the manner in which the Plan will satisfy the top-heavy
      requirements of Code §416 after taking into account the existence (or prior
      maintenance) of the defined benefit plan.





3.18  DEFINITIONS
      - ARTICLE III .
      For
      purposes of Article III:





(a)  "Annual
      Additions" means the sum of the following amounts allocated to a Participant's
      Account for a Limitation Year: (i) all Employer contributions (including
      Participant deferral contributions); (ii) all forfeitures; (iii) all Employee
      contributions; (iv) Excess Amounts reapplied to reduce Employer contributions
      under Section 3.10 or Section 3.15; (v) amounts allocated after March 31, 1984,
      to an individual medical account (as defined in Code §415(l)(2)) included as
      part of a pension or annuity plan maintained by the Employer; (vi) contributions
      paid or accrued after December 31, 1985, for taxable years ending after December
      31, 1985, attributable to post-retirement medical benefits allocated to the
      separate account of a key-employee (as defined in Code §419A(d)(3)) under a
      welfare benefit fund (as defined in Code §419(e)) maintained by the Employer;
      (vii) amounts allocated under a Simplified Employee Pension Plan; and (viii)
      corrected excess contributions described in Code §401(k) and corrected excess
      aggregate contributions described in Code §401(m). Excess deferrals described in
      Code §402(g), which the Plan Administrator corrects by distribution by April 15
      of the following calendar year, are not Annual Additions.





(b)  "Compensation"
      for purposes of applying the limitations of Part 2 of this Article III, means
      Compensation as defined in Section 1.07, except, for Limitation Years beginning
      after December 31, 1997, Compensation includes Elective Contributions,
      irrespective of whether the Employer has elected to include these amounts as
      Compensation under Section 1.07 of its Adoption Agreement and any exclusion
      the
      Employer has elected in Section 1.07 of the Adoption Agreement does not
      apply.





(c)  "Employer"
      means the Employer and any Related Employer. Solely for purposes of applying
      the
      limitations of Part 2 of this Article III, the Plan Administrator will determine
      Related Employer by modifying Code §§414(b) and (c) in accordance with Code
§415(h).





16


(d)  "Excess
      Amount" means the excess of the Participant's Annual Additions for the
      Limitation Year over the Maximum Permissible Amount.





(e)  "Limitation
      Year" means the period the Employer elects in its Adoption Agreement Section
      1.24. All qualified plans of the Employer must use the same Limitation Year.
      If
      the Employer amends the Limitation Year to a different 12-consecutive month
      period, the new Limitation Year must begin on a date within the Limitation
      Year
      for which the Employer makes the amendment, creating a short Limitation
      Year.





(f)  "M&P
      Plan" means a prototype plan the form of which is the subject of a favorable
      opinion letter (or prior to Revenue Procedure 2000-20, a favorable notification
      or favorable opinion letter) from the Revenue Service.





(g)  "Maximum
      Permissible Amount" means the lesser of: (i) $30,000 (or, if greater, the
      $30,000 amount as adjusted under Code §415(d)), or (ii) 25% of the Participant's
      Compensation for the Limitation Year. If there is a short Limitation Year
      because of a change in Limitation Year, the Plan Administrator will multiply
      the
      $30,000 (or adjusted) limitation by the following fraction:





Number
      of months in the short Limitation Year


12


The
      25%
      limitation does not apply to any contribution for medical benefits within the
      meaning of Code §401(h) or Code §419A(f)(2) which otherwise is an Annual
      Addition.





(h)  "Defined
      contribution plan" means a retirement plan which provides for an individual
      account for each participant and for benefits based solely on the amount
      contributed to the participant's account, and any income, expenses, gains and
      losses, and any forfeitures of accounts of other participants which the plan
      may
      allocate to such participant's account. The Plan Administrator must treat all
      defined contribution plans (whether or not terminated) maintained by the
      Employer as a single plan. Solely for purposes of the limitations of Part 2
      of
      this Article III, employee contributions made to a defined benefit plan
      maintained by the Employer is a separate defined contribution plan. The Plan
      Administrator also will treat as a defined contribution plan an individual
      medical account (as defined in Code §415(l)(2)) included as part of a defined
      benefit plan maintained by the Employer and, for taxable years ending after
      December 31, 1985, a welfare benefit fund under Code §419(e) maintained by the
      Employer to the extent there are post-retirement medical benefits allocated
      to
      the separate account of a key employee (as defined in Code
§419A(d)(3)).





(i)  "Defined
      benefit plan" means a retirement plan which does not provide for individual
      accounts for Employer contributions. All defined benefit plans (whether or
      not
      terminated) maintained by the Employer are a single plan.





[Note:
      The definitions in Paragraphs (j), (k) and (l) apply only if the limitation
      described in Section 3.17 applies to the Plan.]





(j)  "Defined
      benefit plan fraction" means the following fraction:





Projected
      annual benefit of the Participant under


the
      defined benefit plan(s)


The
      lesser of: (i) 125% (subject to the "100% limitation" in Paragraph (l)) of
      the


dollar
      limitation in effect under Code


§415(b)(1)(A)
      for the Limitation Year, or


(ii)
      140%
      of the Participant's average Compensation for his/her high three (3) consecutive
      Years of Service





To
      determine the denominator of this fraction, the Plan Administrator will make
      any
      adjustment required under Code §415(b) and will determine a Year of Service,
      unless the Employer provides otherwise in an Addendum to its Adoption Agreement,
      as a Plan Year in which the Employee completed at least 1,000 Hours of Service.
      The "projected annual benefit" is the annual retirement benefit (adjusted to
      an
      actuarially equivalent straight life annuity if the defined benefit plan
      expresses such benefit in a form other than a straight life annuity or qualified
      joint and survivor annuity) of the Participant under the terms of the defined
      benefit plan on the assumptions he/she continues employment until his/her normal
      retirement age (or current age, if later) as stated in the defined benefit
      plan,
      his/her compensation continues at the same rate as in effect in the Limitation
      Year under consideration until the date of his/her normal retirement age and
      all
      other relevant factors used to determine benefits under the defined benefit
      plan
      remain constant as of the current Limitation Year for all future Limitation
      Years.





**Current
      Accrued Benefit.** If the
      Participant accrued benefits in one or more defined benefit plans maintained
      by
      the Employer which were in existence on May 6, 1986, the dollar limitation
      used
      in the denominator of this fraction will not be less than the Participant's
      Current Accrued Benefit. A Participant's Current Accrued Benefit is the sum
      of
      the annual benefits under such defined benefit plans which the Participant
      had
      accrued as of the end of the 1986 Limitation Year (the last Limitation Year
      beginning before January 1, 1987), determined without regard to any change
      in
      the terms or conditions of the defined benefit plan made after May 5, 1986,
      and
      without regard to any cost of living adjustment occurring after May 5, 1986.
      This Current Accrued Benefit rule applies only if the defined benefit plans
      individually and in the aggregate satisfied the requirements of Code §415 as in
      effect at the end of the 1986 Limitation Year.





17


(k)  "Defined
      contribution plan fraction" means the following fraction:





The
      sum,
      as of the close of the Limitation Year, of the Annual Additions for all
      Limitation Years


to
      the
      Participant's Account under


the
      defined contribution plan(s)


The
      sum
      of the lesser of the following amounts determined


for
      the
      Limitation Year and for each prior Limitation Year of service with the Employer:
      (i) 125%


(subject
      to the "100% limitation" in Paragraph (l))


of
      the
      dollar limitation in effect under


Code
      §415(c)(1)(A) for the Limitation Year


(determined
      without regard to the special dollar limitations for employee stock ownership
      plans), or


(ii)
      35%
      of the Participant's Compensation for the Limitation Year





For
      purposes of determining the defined contribution plan fraction, the Plan
      Administrator will not recompute Annual Additions in Limitation Years beginning
      prior to January 1, 1987, to treat all Employee contributions as Annual
      Additions. If the Plan satisfied Code §415 for Limitation Years beginning prior
      to January 1, 1987, the Plan Administrator will redetermine the defined
      contribution plan fraction and the defined benefit plan fraction as of the
      end
      of the 1986 Limitation Year, in accordance with this Section 3.18. If the sum
      of
      the redetermined fractions exceeds 1.0, the Plan Administrator will subtract
      permanently from the numerator of the defined contribution plan fraction an
      amount equal to the product of: (1) the excess of the sum of the fractions
      over
      1.0, times (2) the denominator of the defined contribution plan fraction. In
      making the adjustment, the Plan Administrator must disregard any accrued benefit
      under the defined benefit plan which is in excess of the Current Accrued
      Benefit. This Plan continues any transitional rules applicable to the
      determination of the defined contribution plan fraction under the Plan as of
      the
      end of the 1986 Limitation Year.





(l)  "100%
      limitation" means the limitation in Code §416(h) which applies if the plan is
      top-heavy. If the 100% limitation applies, the Plan Administrator must determine
      the denominator of the defined benefit plan fraction and the denominator of
      the
      defined contribution plan fraction by substituting 100% for 125%. If this Plan
      is a Standardized Plan, the 100% limitation applies in all Limitation Years,
      unless the Employer specifies otherwise in an Addendum to its Adoption
      Agreement. If the Employer overrides the 100% limitation under a Standardized
      Plan, the Employer must specify in its Addendum the manner in which the Plan
      satisfies the extra minimum benefit requirement of Code §416(h) and the 100%
      limitation must continue to apply if the Plan's top-heavy ratio exceeds 90%.
      If
      this Plan is a Nonstandardized Plan, the 100% limitation applies only if: (i)
      the Plan's top-heavy ratio exceeds 90%; or (ii) the Plan's top-heavy ratio
      is
      greater than 60%, and the Employer does not specify in its Adoption Agreement
      to
      provide extra minimum benefits which satisfy Code §416(h)(2).





18




**ARTICLE
        IV**


**PARTICIPANT
      CONTRIBUTIONS**




4.01  PARTICIPANT
      CONTRIBUTIONS .
      For
      purposes of this Article IV, Participant contributions means all Employee
      contributions described in Section 4.02, deductible Participant contributions
      described in Section 4.03 ("DECs") and rollover contributions described Section
      4.04.





4.02  EMPLOYEE
      CONTRIBUTIONS .
      An
      Employee contribution is a nondeductible contribution which a Participant makes
      to the Trust as permitted under this Section 4.02. A deferral contribution
      made
      by a Participant under a 401(k) arrangement is not an Employee contribution.
      Employee contributions must satisfy the nondiscrimination requirements of Code
      §401(m). See Section 14.09. An Employer must elect in its Adoption Agreement
      whether to permit Employee contributions. If the Employer elects to permit
      Employee contributions, the Employer also must specify in its Adoption Agreement
      any conditions or limitations which may apply to Employee contributions. If
      the
      Employer permits Employee contributions, the Employer operationally will
      determine if a Participant will make Employee contributions through payroll
      deduction or by other means.





The
      Employer must elect in its Adoption Agreement whether the Employer will make
      matching contributions with respect to any Employee contributions and any
      conditions or limitations which may apply to those matching contributions.
      Any
      matching contribution must satisfy the nondiscrimination requirements of Code
      §401(m). See Section 14.09.





4.03  DECs .
      A DEC
      is a deductible Participant contribution made to the Plan for a taxable year
      commencing prior to 1987. If a Participant has made DECs to the Plan, the Plan
      Administrator must maintain a separate Account for the Participant's DECs as
      adjusted for earnings, including DECs which are part of a rollover contribution
      described in Section 4.04. The DECs Account is part of the Participant's Account
      for all purposes of the Plan, except for purposes of determining the top-heavy
      ratio under Article XII. The Plan Administrator may not use a Participant's
      DECs
      Account to purchase life insurance on the Participant's behalf.





4.04  ROLLOVER
      CONTRIBUTIONS .
      A
      rollover contribution is an amount of cash or property which the Code permits
      an
      eligible Employee or Participant to transfer directly or indirectly to this
      Plan
      from another qualified plan. A rollover contribution excludes Employee
      contributions, as adjusted for earnings. An Employer operationally and on a
      nondiscriminatory basis, may elect to permit or not to permit rollover
      contributions to this Plan or may elect to limit an eligible Employee's right
      or
      a Participant's right to make a rollover contribution. If an Employer permits
      rollover contributions, any Participant (or as applicable, any eligible
      Employee), with the Employer's written consent and after filing with the Trustee
      the form prescribed by the Plan Administrator, may make a rollover contribution
      to the Trust. Before accepting a rollover contribution, the Trustee may require
      a Participant (or eligible Employee) to furnish satisfactory evidence the
      proposed transfer is in fact a "rollover contribution" which the Code permits
      an
      employee to make to a qualified plan. The Trustee, in its sole discretion,
      may
      decline to accept a rollover contribution of property which could: (1) generate
      unrelated business taxable income; (2) create difficulty or undue expense in
      storage, safekeeping or valuation; or (3) create other practical problems for
      the Trust. A rollover contribution is not an Annual Addition under Part 2 of
      Article III.





If
      an
      eligible Employee makes a rollover contribution to the Trust prior to satisfying
      the Plan's eligibility conditions, the Plan Administrator and Trustee must
      treat
      the Employee as a limited Participant (as described in Rev. Rul. 96-48 or in
      any
      successor ruling). A limited Participant does not share in the Plan's allocation
      of Employer contributions nor Participant forfeitures and may not make deferral
      contributions if the Plan includes a 401(k) arrangement until he/she actually
      becomes a Participant in the Plan. If a limited Participant has a Separation
      from Service prior to becoming a Participant in the Plan, the Trustee will
      distribute his/her rollover contributions Account to him/her in accordance
      with
      Article VI as if it were an Employer contributions Account.





4.05  PARTICIPANT
      CONTRIBUTIONS - VESTING .
      A
      Participant's Participant contributions Account is, at all times, 100%
      Vested.





4.06  PARTICIPANT
      CONTRIBUTIONS - DISTRIBUTION .
      Subject
      to any contrary Employer election in its Adoption Agreement Appendix A, an
      Employee, after attaining age 70 1/2 may elect to receive distribution prior
      to
      Separation from Service ("in-service distribution") of all or any part of
      his/her Participant contributions Account. The Employer in its Adoption
      Agreement Section 6.01 must elect the additional in-service distribution
      election rights, if any, a Participant has with respect to his/her Participant
      contributions Account. For purposes of the Employer's Adoption Agreement
      elections regarding in-service distribution of Participant contributions, a
      Participant's Employee contributions also includes DECs. A Participant will
      not
      incur a forfeiture of any Account under the Plan solely as a result of the
      distribution of his/her Participant contributions.





The
      Trustee, following a Participant's Separation from Service, will distribute
      to
      the Participant his/her Participant contributions Account in accordance with
      Article VI in the same manner as the Trustee distributes the Participant's
      Employer contributions Account.





4.07  PARTICIPANT
      CONTRIBUTIONS - INVESTMENT AND ACCOUNTING .
      The
      Plan Administrator must maintain a separate Account in the name of each
      Participant to reflect his/her Participant contributions (including, if
      applicable, the different types of Participant contributions), as adjusted
      for
      earnings. The Trustee will invest all Participant contributions as part of
      the
      Trust Fund.





19







**ARTICLE
      V**


**VESTING**







5.01  NORMAL/EARLY
      RETIREMENT AGE .
      The
      Employer in its Adoption Agreement must specify the Plan's Normal Retirement
      Age. An Employer in its Adoption Agreement may specify an Early Retirement
      Age.
      A Participant's Account Balance derived from Employer contributions is 100%
      Vested upon and after his/her attaining Normal Retirement Age (or if applicable,
      Early Retirement Age) if the Participant is employed by the Employer on or
      after
      that date.





5.02  PARTICIPANT
      DEATH OR DISABILITY .
      Unless
      the Employer elects otherwise in its Adoption Agreement, a Participant's Account
      Balance derived from Employer contributions is 100% Vested if the Participant's
      Separation from Service is a result of his/her death or his/her
      Disability.





5.03  VESTING
      SCHEDULE .
      Except
      as provided in Sections 5.01 and 5.02, for each Year of Service as described
      in
      Section 5.06, a Participant's Vested percentage of his/her Account Balance
      derived from Employer contributions equals the percentage under the vesting
      schedule the Employer has elected in its Adoption Agreement.





For
      purposes of Adoption Agreement Section 5.03, "6-year graded," "3-year cliff,"
      "7-year graded" or "5-year cliff" means an Employee's Vested percentage, based
      on each included Year of Service, under the following applicable
      schedule:





**6-year
      graded**  **7-year
      graded**





0-1
      year
      / 0% 0-2
      years
      / 0%


2
      years
      / 20% 3
      years /
      20%


3
      years
      / 40% 4
      years /
      40%


4
      years
      / 60% 5
      years /
      60%


5
      years
      / 80% 6
      years /
      80%


6
      years
      / 100% 7
      years /
      100%





**3-year
      cliff** **5-year
      cliff**





0-2
      years
      / 0% 0-4
      years
      / 0%


3
      years
      / 100% 5
      years /
      100%





**(A)**  **"Grossed-Up"
      Vesting Formula.** If the
      Trustee makes a distribution (other than a cash-out distribution described
      in
      Section 5.04) to a partially-Vested Participant, and the Participant has not
      incurred a Forfeiture Break in Service at the relevant time, the provisions
      of
      this Section 5.03(A) apply to the Participant's Account Balance. At any relevant
      time following the distribution, the Plan Administrator will determine the
      Participant's Vested Account Balance derived from Employer contributions in
      accordance with the following formula: P(AB + D) - D.





To
      apply
      this formula, "P" is the Participant's current vesting percentage at the
      relevant time, "AB" is the Participant's Employer-derived Account Balance at
      the
      relevant time and "D" is the amount of the earlier distribution. If, under
      a
      restated Plan, the Plan has made distribution to a partially-Vested Participant
      prior to its restated Effective Date and is unable to apply the cash-out
      provisions of Section 5.04 to that prior distribution, this special vesting
      formula also applies to that Participant's remaining Account Balance. The
      Employer, in an Addendum to its Adoption Agreement, may elect to modify this
      formula to read as follows: P(AB + (R x D)) - (R x D). For purposes of this
      alternative formula, "R" is the ratio of "AB" to the Participant's
      Employer-derived Account Balance immediately following the earlier
      distribution.





**(B)**  **Special
      Vesting Elections.** The
      Employer in its Adoption Agreement may elect other specified vesting provisions
      which are consistent with Code §411 and applicable Treasury
      regulations.





5.04  CASH-OUT
      DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION OF FORFEITED ACCOUNT
      BALANCE .
      If,
      pursuant to Article VI, a partially-Vested Participant receives a cash-out
      distribution before he/she incurs a Forfeiture Break in Service, the Participant
      will incur an immediate forfeiture of the non-Vested portion of his/her Account
      Balance. If a partially-Vested Participant's Account is entitled to an
      allocation of Employer contributions or Participant forfeitures for the Plan
      Year in which he/she otherwise would incur a forfeiture by reason of a cash-out
      distribution, the Plan Administrator will apply the cash-out forfeiture rule
      as
      if the partially-Vested Participant received a cash-out distribution on the
      first day of the immediately following Plan Year. A partially-Vested Participant
      is a Participant whose Vested percentage determined under Section 5.03 is more
      than 0% but is less than 100%. A cash-out distribution is a distribution to
      the
      Participant (whether involuntary or with required consent as described in
      Article VI), of his/her entire Vested Account Balance due to the Participant's
      Separation from Service.





**(A)**  **Forfeiture
      Restoration and Conditions for Restoration.** A
      partially-Vested Participant re-employed by the Employer after receiving a
      cash-out distribution of the Vested percentage of his/her Account Balance may
      repay to the Trust the entire amount of the cash-out distribution attributable
      to Employer contributions without any adjustment for gains and losses, unless
      the Participant no longer has a right to restoration under this Section 5.04(A).
      If a re-employed Participant repays his/her cash-out distribution, the Plan
      Administrator, subject to the conditions of this Section 5.04(A), must restore
      the Participant's Account






20




Balance
      attributable to Employer contributions to the same dollar amount as the dollar
      amount of his/her Account Balance on the Accounting Date, or other valuation
      date, immediately preceding the date of the cash-out distribution, unadjusted
      for any gains or losses occurring subsequent to that Accounting Date, or other
      valuation date. Restoration of the Participant's Account Balance includes
      restoration of all Protected Benefits with respect to that restored Account
      Balance, in accordance with applicable Treasury regulations. The Plan
      Administrator will not restore a re-employed Participant's Account Balance
      under
      this Section 5.04 (A) if:





(1)  5
      years
      have elapsed since the Participant's first re-employment date with the Employer
      following the cash-out distribution;





(2)  The
      Participant is not in the Employer's Service on the date the Participant repays
      his/her cash-out distribution; or





(3)  The
      Participant has incurred a Forfeiture Break in Service. This condition also
      applies if the Participant makes repayment within the Plan Year in which he/she
      incurs the Forfeiture Break in Service and that Forfeiture Break in Service
      would result in a complete forfeiture of the amount the Plan Administrator
      otherwise would restore.





**(B)**  **Time
      and Method of Forfeiture Restoration.** If none
      of the conditions in Section 5.04(A) preventing restoration of the Participant's
      Account Balance applies, the Plan Administrator will restore the Participant's
      Account Balance as of the Plan Year Accounting Date coincident with or
      immediately following the repayment. To restore the Participant's Account
      Balance, the Plan Administrator, to the extent necessary, will allocate to
      the
      Participant's Account:





(1)  First,
      the amount, if any, of Participant forfeitures the Plan Administrator otherwise
      would allocate under Section 3.05;





(2)  Second,
      the amount, if any, of the Trust Fund net income or gain for the Plan Year;
      and





(3)  Third,
      the Employer contribution for the Plan Year to the extent made under a
      discretionary formula.





In
      an
      Addendum to its Adoption Agreement, the Employer may eliminate as a means of
      restoration any of the amounts described in clauses (1), (2) and (3) or may
      change the order of priority of these amounts. To the extent the amounts
      described in clauses (1), (2) and (3) are insufficient to enable the Plan
      Administrator to make the required restoration, the Employer must contribute,
      without regard to any requirement or condition of Article III, the additional
      amount necessary to enable the Plan Administrator to make the required
      restoration. If, for a particular Plan Year, the Plan Administrator must restore
      the Account Balance of more than one re-employed Participant, the Plan
      Administrator will make the restoration allocations from the amounts described
      in clauses (1), (2) and (3) to each such Participant's Account in the same
      proportion that a Participant's restored amount for the Plan Year bears to
      the
      restored amount for the Plan Year of all re-employed Participants. A cash-out
      restoration allocation is not an Annual Addition under Part 2 of Article
      III.





**(C)**  **Deemed
      Cash-out of 0% Vested Participant.** Except
      as the Employer may provide in an Addendum to its Adoption Agreement, the deemed
      cash-out rule of this Section 5.04(C) applies to any 0% Vested Participant.
      A
      "0% Vested Participant" is a Participant whose Account Balance derived from
      Employer contributions is entirely forfeitable at the time of his/her Separation
      from Service. If a 0% Vested Participant's Account is not entitled to an
      allocation of Employer contributions for the Plan Year in which the Participant
      has a Separation from Service, the Plan Administrator will apply the deemed
      cash-out rule as if the 0% Vested Participant received a cash-out distribution
      on the date of the Participant's Separation from Service. If a 0% Vested
      Participant's Account is entitled to an allocation of Employer contributions
      or
      Participant forfeitures for the Plan Year in which the Participant has a
      Separation from Service, the Plan Administrator will apply the deemed cash-out
      rule as if the 0% Vested Participant received a cash-out distribution on the
      first day of the first Plan Year beginning after his/her Separation from
      Service. For purposes of applying the restoration provisions of this Section
      5.04, the Plan Administrator will treat a re-employed 0% Vested Participant
      as
      repaying his/her cash-out "distribution" on the date of the Participant's
      re-employment with the Employer.





5.05  ACCOUNTING
      FOR CASH-OUT REPAYMENT .
      As soon
      as is administratively practicable, the Plan Administrator will credit to the
      Participant's Account the cash-out amount a Participant has repaid to the Plan.
      Pending the restoration of the Participant's Account Balance, the Plan
      Administrator under Section 9.08(B) may direct the Trustee to place the
      Participant's cash-out repayment in a temporary segregated investment Account.
      Unless the cash-out repayment qualifies as a Participant rollover contribution,
      the Plan Administrator will direct the Trustee to repay to the Participant
      as
      soon as is administratively practicable, the full amount of the Participant's
      cash-out repayment if the Plan Administrator determines any of the conditions
      of
      Section 5.04(A) prevents restoration as of the applicable Accounting Date,
      notwithstanding the Participant's repayment.





5.06  YEAR
      OF SERVICE - VESTING .
      For
      purposes of determining a Participant's vesting under Section 5.03, "Year of
      Service" means the 12-consecutive month vesting computation period the Employer
      elects in its Adoption Agreement during which an Employee completes the number
      of Hours of Service (not exceeding 1,000) specified in the Adoption Agreement
      or, if the Plan applies the Elapsed Time Method of crediting Vesting Service,
      the vesting computation period for which the Employee receives credit for a
      Year
      of Service under the Service crediting rules of Section 1.15(D). A Year of
      Service includes any Year of Service completed prior to the Effective Date
      of
      the Plan, except as provided in Section 5.08.





5.07  BREAK
      IN SERVICE AND FORFEITURE BREAK IN SERVICE - VESTING .
      For
      purposes of this Article V, a Participant incurs a "Break in Service" if during
      any vesting computation period he/she does not complete more than 500 Hours






21




of
      Service or, if the Plan applies the Elapsed Time Method of crediting Service,
      the Participant has a Period of Severance of at least 12 consecutive months.
      If,
      pursuant to Section 5.06, the Plan does not require more than 500 Hours of
      Service to receive credit for a Year of Service, a Participant incurs a Break
      in
      Service in a vesting computation period in which he/she fails to complete a
      Year
      of Service. A Participant incurs a Forfeiture Break in Service when he/she
      incurs 5 consecutive Breaks in Service. The Plan does not apply the Break in
      Service (one year hold-out) rule for vesting under Code §411(a)(6)(B).
      Therefore, an Employee need not complete a Year of Service after a Break in
      Service before the Plan takes into account the Employee's otherwise includible
      pre-Break Years of Service under this Article V.





5.08  INCLUDED
      YEARS OF SERVICE - VESTING .
      For
      purposes of determining "Years of Service" under Section 5.06, the Plan takes
      into account all Years of Service an Employee completes with the Employer
      except:





(a)  For
      the
      sole purpose of determining a Participant's Vested percentage of his/her Account
      Balance derived from Employer contributions which accrued for his/her benefit
      prior to a Forfeiture Break in Service or receipt of a cash-out distribution,
      the Plan disregards any Year of Service after the Participant first incurs
      a
      Forfeiture Break in Service or receives a cash-out distribution (except where
      the Plan Administrator restores the Participant's Account under Section
      5.04(A)).





(b)  Consistent
      with Code §411(a)(4), any Year of Service the Employer elects to exclude under
      its Adoption Agreement.





5.09  FORFEITURE
      OCCURS .
      A
      Participant's forfeiture of his/her non-Vested Account Balance derived from
      Employer contributions occurs under the Plan on the earlier of:





(a)  The
      last
      day of the vesting computation period in which the Participant first incurs
      a
      Forfeiture Break in Service; or





(b)  The
      date
      the Participant receives a cash-out distribution.





The
      Plan
      Administrator determines the percentage of a Participant's Account Balance
      forfeiture, if any, under this Section 5.09 solely by reference to the vesting
      schedule the Employer elected in its Adoption Agreement. A Participant does
      not
      forfeit any portion of his/her Account Balance for any other reason or cause
      except as expressly provided by this Section 5.09 or as provided under Section
      9.11.





5.10  RULE
      OF PARITY - VESTING .
      The
      Employer may elect in its Adoption Agreement to apply the "rule of parity"
      under
      Code §411(a)(6)(D) for purposes of determining vesting Years of Service. Under
      the rule of parity, the Plan Administrator excludes a Participant's Years of
      Service before a Break in Service if: (a) the number of the Participant's
      consecutive Breaks in Service equals or exceeds 5; and (b) the Participant
      is 0%
      Vested in his/her Account Balance derived from Employer contributions at the
      time he/she has the Breaks in Service.





5.11  AMENDMENT
      TO VESTING SCHEDULE .
      The
      Employer under Section 13.02 may amend the Plan's vesting schedule(s) under
      Section 5.03 at any time. However, the Plan Administrator will not apply the
      amended vesting schedule to reduce any Participant's existing Vested percentage
      (determined on the later of the date the Employer adopts the amendment, or
      the
      date the amendment becomes effective) in the Participant's existing and future
      Account Balance attributable to Employer contributions, to a percentage less
      than the Vested percentage computed under the Plan without regard to the
      amendment. Furthermore, an amended vesting schedule will apply to a Participant
      only if the Participant receives credit for at least one Hour of Service after
      the new vesting schedule becomes effective.





If
      the
      Employer amends the Plan's vesting schedule, each Participant having completed
      at least 3 Years of Service (as described in Section 5.06) with the Employer
      prior to the expiration of the election period described below, may irrevocably
      elect to have the Plan Administrator determine the Vested percentage of his/her
      Account Balance without regard to the amendment. The Participant must file
      his/her election with the Plan Administrator within 60 days of the latest of:
      (a) the Employer's adoption of the amendment; (b) the effective date of the
      amendment; or (c) the Participant's receipt of a copy of the amendment. The
      Plan
      Administrator, as soon as practicable, must forward a true copy of any amendment
      to the vesting schedule to each affected Participant, together with a written
      explanation of the effect of the amendment, the appropriate form upon which
      the
      Participant may make an election to remain under the pre-amendment vesting
      schedule and notice of the time within which the Participant must make an
      election to remain under the pre-amendment vesting schedule. The election
      described in this Section 5.11 does not apply to a Participant if the amended
      vesting schedule provides for vesting at least as rapid at any time as the
      vesting schedule in effect prior to the amendment. For purposes of this Section
      5.11, an amendment to the vesting schedule includes any Plan amendment which
      directly or indirectly affects the computation of the Vested percentage of
      a
      Participant's Account Balance. Furthermore, any shift in the Plan's vesting
      schedule under Article XII, due to a change in the Plan's top-heavy status,
      is
      an amendment to the vesting schedule for purposes of this Section
      5.11.





5.12  DEFERRAL
      CONTRIBUTIONS TAKEN INTO ACCOUNT . **** If
      the
      Plan includes a 401(k) arrangement, the vesting rules described in Article
      V
      must take into account a Participant's deferral contributions for purposes
      of
      determining: (1) if a Participant's distribution is of his/her entire Vested
      Account balance as required for a cash-out distribution under Section 5.04;
      (2)
      if a Participant repays the entire amount of a prior cash-out distribution
      so
      the Participant is entitled to restoration under Section 5.04(A); and (3) if
      a
      Participant is 0% vested under Section 5.04(C) and under Section
      5.10.





22




**ARTICLE
      VI**


**DISTRIBUTIONS**





6.01  TIMING
      OF DISTRIBUTION .
      The
      Plan Administrator will direct the Trustee to commence distribution of a
      Participant's Vested Account Balance in accordance with this Section 6.01 upon
      the Participant's Separation from Service for any reason, or if the Participant
      exercises an in-Service distribution right under the Plan. The Trustee may
      make
      Plan distributions on any administratively practicable date during the Plan
      Year, consistent with the Employer's elections in its Adoption
      Agreement.





**(A)**  **Distribution
      upon Separation from Service (other than death).**





(1)  **Participant's
      Vested Account Balance not exceeding $5,000.** Upon
      the
      Participant's Separation from Service for any reason other than death, the
      Plan
      Administrator (without any requirement of Participant or spousal consent) will
      direct the Trustee to distribute the Participant's Vested Account Balance
      (determined in accordance with Section 6.01(A)(6)) not exceeding $5,000 in
      a
      lump sum (without regard to Section 6.04), at the time specified in the Adoption
      Agreement, but in no event later than the 60th day following the close of the
      Plan Year in which the later of the following events occur: (a) the Participant
      attains Normal Retirement Age; or (b) the Participant Separates from
      Service.





(2)  **Participant's
      Vested Account Balance exceeds $5,000.** Upon
      the
      Participant's Separation from Service for any reason other than death, the
      Plan
      Administrator, subject to the Participant's election to postpone distribution
      under this Section 6.01(A)(2) and the consent requirements of Section
      6.01(A)(5), will direct the Trustee to commence distribution of the
      Participant's Vested Account Balance (determined in accordance with Section
      6.01(A)(6)) exceeding $5,000, at the time specified in the Adoption Agreement
      and in a form under Section 6.03 elected by the Participant. Any election under
      this Section 6.01(A)(2) is subject to the requirements of Section 6.02 and
      of
      Section 6.04.





A
      Participant eligible to make an election under this Section 6.01(A)(2) may
      elect
      to postpone distribution beyond the time the Employer has elected in its
      Adoption Agreement, to any specified date including, but not beyond the
      Participant's Required Beginning Date, unless the Employer, in its Adoption
      Agreement, specifically limits a Participant's right to postpone distribution
      of
      his/her Account Balance to the later of the date the Participant attains age
      62
      or Normal Retirement Age. The Plan Administrator will reapply the notice and
      consent requirements of Section 6.01(A)(4) and Section 6.01(A)(5) to any
      distribution postponed under this Section 6.01(A)(2).





In
      the
      absence of a Participant's consent and distribution election (as described
      in
      Section 6.01(A)(5)) or in the absence of the Participant's election to postpone
      distribution prior to his/her annuity starting date, the Plan Administrator,
      consistent with the Employer's elections in its Adoption Agreement, will treat
      the Participant as having elected to postpone his/her distribution until the
      60th day following the close of the Plan Year in which the latest of the
      following events occurs: (a) the Participant attains Normal Retirement Age;
      (b)
      the Participant attains age 62; or (c) the Participant Separates from Service.
      At the applicable date, the Plan Administrator then will direct the Trustee
      to
      distribute the Participant's Vested Account Balance in a lump sum (or, if
      applicable, the annuity form of distribution required under Section
      6.04).





(3)  **Disability.** If the
      Participant's Separation from Service is because of his/her Disability, the
      Plan
      Administrator will direct the Trustee to pay the Participant's Vested Account
      Balance in the same manner as if the Participant had incurred a Separation
      from
      Service without Disability.





(4)  **Distribution
      notice/annuity starting date.** At least
      30 days and not more than 90 days prior to the Participant's annuity starting
      date, the Plan Administrator must provide a written notice (or a summary notice
      as permitted under Treasury regulations) to a Participant who is eligible to
      make an election under Section 6.01(A)(2) ("distribution notice"). The
      distribution notice must explain the optional forms of benefit in the Plan,
      including the material features and relative values of those options, and the
      Participant's right to postpone distribution until the applicable date described
      in Section 6.01(A)(2). For all purposes of this Article VI, the term "annuity
      starting date" means the first day of the first period for which the Plan pays
      an amount as an annuity or in any other form but in no event is the "annuity
      starting date" earlier than a Participant's Separation from
      Service.





(5)  **Consent
      requirements/Participant distribution election.** A
      Participant must consent, in writing, following receipt of the distribution
      notice, to any distribution under this Section 6.01, if at the time of the
      distribution to the Participant, the Participant's Vested Account Balance
      exceeds $5,000 and the Participant has not attained the later of Normal
      Retirement Age or age 62. Accounts which are distributable prior to the
      foregoing applicable age are "immediately distributable." Furthermore, the
      Participant's spouse also must consent, in writing, to any distribution, for
      which Section 6.04 requires the spouse's consent. The Participant may reconsider
      his/her distribution election at any time prior to the annuity starting date
      and
      elect to commence distribution as of any other distribution date permitted
      under
      the Plan or under the Adoption Agreement. A Participant may elect to receive
      distribution at any administratively practicable time which is earlier than
      30
      days following the Participant's receipt of the distribution notice, by waiving
      in writing the balance of the 30 days. However, if the requirements of Section
      6.04 apply, the Participant may not elect to commence distribution less than
      7
      days following the Participant's receipt of the distribution notice. The consent
      requirements of this Section 6.01(A)(5) do not apply with respect to defaulted
      loans described in Section 10.03(E).





(6)  **Determination
      of Vested Account Balance.** For
      purposes of the consent requirements under this Article VI, the Plan
      Administrator determines a Participant's Vested Account Balance as of the most
      recent valuation date immediately prior to the distribution date, and takes
      into
      account the Participant's entire Account, including deferral contributions.
      The
      Plan Administrator






23




in
      determining the Participant's Vested Account Balance at the relevant time,
      will
      disregard a Participant's Vested Account Balance existing on any prior date,
      except as the Code otherwise may require.





(7)  **Consent
      to cash-out/forfeiture.** If a
      Participant is partially-Vested in his/her Account Balance, a Participant's
      election under Section 6.01(A)(2) to receive distribution prior to the
      Participant's incurring a Forfeiture Break in Service, must be in the form
      of a
      cash-out distribution as defined in Section 5.04.





(8)  **Return
      to employment.** A
      Participant may not receive a distribution by reason of Separation from Service,
      or continue any installment distribution based on a prior Separation from
      Service, if, prior to the time the Trustee actually makes the distribution,
      the
      Participant returns to employment with the Employer.





**(B)**  **Distribution
      upon Death.** In the
      event of the Participant's Separation from Service on account of death, the
      Plan
      Administrator will direct the Trustee, in accordance with this Section 6.01(B)
      and subject to Section 6.02(D), to distribute to the Participant's Beneficiary
      the Participant's Vested Account Balance remaining in the Trust at the time
      of
      the Participant's death.





The
      Plan
      Administrator, subject to the requirements of Sections 6.04 and 6.02(D) or
      to a
      Beneficiary's written election (if authorized by the next paragraph of this
      Section 6.01(B)), must direct the Trustee to distribute or commence distribution
      of the deceased Participant's Vested Account Balance, as soon as
      administratively practicable following the Participant's death or, if later,
      the
      date on which the Plan Administrator receives notification of, or otherwise
      confirms, the Participant's death. If the Participant's Vested Account Balance
      determined in accordance with Section 6.01(A)(6) does not exceed $5,000, the
      Trustee will distribute the balance in a lump sum without regard to Section
      6.04. If the Participant's Vested Account Balance exceeds $5,000, the Trustee
      will distribute the balance subject to Section 6.02(D).





If
      the
      Participant's death benefit is payable in full to the Participant's surviving
      spouse, the surviving spouse may elect distribution at any time and in any
      form
      (except a joint and survivor annuity) the Plan would permit a Participant to
      elect upon Separation from Service. The Participant, on a form prescribed by
      the
      Plan Administrator, may (subject to the requirements of Section 6.04) elect
      the
      payment method or the payment term or both, which will apply to any Beneficiary,
      including his/her surviving spouse. The Participant's election may limit any
      Beneficiary's right to increase the frequency or the amount of any payments.
      Any
      payment term elected by the Participant must not exceed the payment term the
      Code otherwise would permit the Beneficiary to elect upon the Participant's
      death.





**(C)**  **In-Service
      Distribution.** The
      Employer must elect in its Adoption Agreement the distribution election rights,
      if any, a Participant has prior to his/her Separation from Service ("in-service
      distribution"). Subject to any contrary Employer election in Appendix A to
      its
      Adoption Agreement, a Participant upon attaining age 70 1/2, until he/she incurs
      a Separation from Service, has a continuing election to receive all or any
      portion of his/her Account Balance, including Employer contributions and
      Participant contributions. If the Employer elects in its Adoption Agreement
      additional in-service distribution of any Employer contribution (including
      deferral contributions), the Employer in its Adoption Agreement must specify
      events or conditions, if any, applicable to such in-service distributions.
      For
      special requirements regarding hardship distributions, see Section 6.09. The
      Employer also must elect in its Adoption Agreement the additional in-service
      distribution rights, if any, a Participant has with respect to Participant
      contributions as defined in Section 4.01. If a Participant receives an
      in-service distribution as to a partially-Vested Account, and the Participant
      has not incurred a Forfeiture Break in Service, the Plan Administrator will
      apply the vesting provisions of Section 5.03(A).





A
      Participant must make any permitted in-service distribution election under
      this
      Section 6.01(C) in writing and on a form prescribed by the Plan Administrator
      which specifies the percentage or dollar amount of the distribution and the
      Participant's Plan Account (Employer contributions or Participant contributions
      and type) to which the election applies. If the Plan permits in-service
      distributions, a Participant only may elect to receive one in-service
      distribution per Plan Year under this Section 6.01(C) unless the election form
      prescribed by the Plan Administrator provides for more frequent distributions.
      The Trustee, as directed by the Plan Administrator and subject to Sections
      6.01(A)(4), 6.01(A)(5) and 6.04, will distribute the amount(s) a Participant
      elects in single sum, as soon as administratively practicable after the
      Participant files his/her in-service distribution election with the Plan
      Administrator. The Trustee will distribute the Participant's remaining Account
      Balance in accordance with the other provisions of this Article VI.





The
      Trustee, prior to a Participant's Normal Retirement Age or Disability may not
      make any in-service distribution to the Participant with respect to his/her
      Account Balance attributable to assets (including post-transfer earnings on
      those assets) and liabilities transferred, within the meaning of Code §414(l),
      to a profit sharing plan from a money purchase pension plan or from a target
      benefit plan qualified under Code §401(a) (other than any portion of those
      assets and liabilities attributable to Employee contributions).





6.02  REQUIRED
      MINIMUM DISTRIBUTIONS .








**(A)**  **Priority
      of Required Minimum Distribution.** If any
      distribution under this Article VI (by Plan provision or by Participant election
      or nonelection), would commence later than the Participant's required beginning
      date ("RBD"), the Plan Administrator instead must direct the Trustee to make
      distribution on the Participant's RBD, subject only to the TEFRA election,
      if
      applicable, under Section 6.11. The Employer in its Adoption Agreement Appendix
      B may elect to apply a special effective date to the RBD




24




definition
      or may elect in Appendix A to continue to apply the RBD definition in effect
      prior to 1997 ("pre-SBJPA RBD"). The Employer in its Adoption Agreement also
      may
      elect to require distribution earlier than the RBD.





(1)  **RBD
      - more than 5% owner.** A
      Participant's RBD is the April 1 following the close of the calendar year in
      which the Participant attains age 70 1/2 if the Participant is a more than
      5%
      owner (as defined in Code §416) with respect to the Plan Year ending in that
      calendar year. If a Participant is a more than 5% owner at the close of the
      relevant calendar year, the Participant may not discontinue required minimum
      distributions notwithstanding the Participant's subsequent change in ownership
      status.





(2)  **RBD
      - non 5% owners.** If the
      Participant is not a more than 5% owner, his/her RBD is the April 1 following
      the close of the calendar year in which the Participant incurs a Separation
      from
      Service or, if later, the April 1 following the close of the calendar year
      in
      which the Participant attains age 70 1/2. If a Participant is not a more than
      5%
      owner, his/her pre-SBJPA RBD (if applicable) is April 1 following the close
      of
      the calendar year in which the Participant attains age 70 1/2.





(3)  **Form
      of distribution.** The
      Trustee will make a required minimum distribution at the Participant's RBD
      in a
      lump sum (or, if applicable, the annuity form of distribution required under
      Section 6.04) unless the Participant, pursuant to the provisions of this Article
      VI, makes a valid election to receive an alternative form of
      payment.





**(B)**  **Participant
      Transitional Elections.**





(1)  **Election
      to discontinue distributions.** A
      Participant who: (a) is not a more than 5% owner; (b) had attained age 70 1/2
      prior to 1997; (c) had commenced prior to 1997 required minimum distributions
      under the pre-SBJPA RBD; and (d) has not incurred a Separation from Service,
      has
      a continuing election to discontinue receiving distributions from the Plan
      (which previously were required minimum distributions under the Plan). A
      Participant who makes an election under this Section 6.02(B)(1) must establish
      a
      new annuity starting date when he/she recommences payment of his/her Account
      Balance under the Plan. A married Participant who is subject to Section 6.04
      must obtain spousal consent: (a) to discontinue his/her distributions under
      this
      Section 6.04(B)(1) if distributions are in QJSA form; and (b) to recommence
      benefits in a form other than a QJSA. A Participant may not make any election
      under this Section 6.02(B)(1) which is inconsistent with any QDRO applicable
      to
      the Participant's Account.





(2)  **Election
      to postpone distributions.** A
      Participant who: (a) is not a more than 5% owner; and (b) attained age 70 1/2
      after 1996 (or who attained age 70 1/2 in 1996, but who had not commenced
      his/her required minimum distributions in 1996) may elect under this Section
      6.02(B)(2) to postpone distribution of required minimum distributions until
      the
      Participant's RBD established under Section 6.02(A). If the Participant attained
      age 70 1/2 in 1996, he/she must have elected under this Section 6.02(B)(2)
      to
      postpone distributions by December 31, 1997. If the Participant attained age
      70
      1/2 after 1996, he/she must make the election to postpone distribution under
      this Section 6.01(B)(2) not later than April 1 of the calendar year following
      the year in which the Participant attains age 70 1/2.





(3)  **Election
      requirements.** All
      Participant elections made under this Section 6.01(B) are subject to and must
      be
      consistent with the Employer's RBD elections in its Adoption Agreement
      Appendices A and B. A Participant makes his/her election under this Section
      6.02(B) in writing on a form prescribed by the Plan Administrator.





**(C)**  **Minimum
      Distribution Requirements for Participants.** The Plan
      Administrator may not direct the Trustee to distribute the Participant's Vested
      Account Balance, nor may the Participant elect to have the Trustee distribute
      his/her Vested Account Balance, under a method of payment which, as of the
      Participant's RBD, does not satisfy the minimum distribution requirements under
      Code §401(a)(9) and the applicable Treasury regulations.





(1)  **Calculation
      of amount.** The
      required minimum distribution for a calendar year ("distribution calendar year")
      equals the Participant's Vested Account Balance as of the latest valuation
      date
      preceding the beginning of the distribution calendar year (such valuation date
      being within the "valuation calendar year") divided by the Participant's life
      expectancy or, if applicable, the joint and last survivor expectancy of the
      Participant and his/her designated Beneficiary (as determined under Article
      VIII, subject to the requirements of Code §401(a)(9)). The Plan Administrator
      will increase the Participant's Vested Account Balance, as determined on the
      relevant valuation date, for contributions or forfeitures allocated after the
      valuation date and by December 31 of the valuation calendar year, and will
      decrease the valuation by distributions made after the valuation date and by
      December 31 of the valuation calendar year. For purposes of this valuation,
      any
      portion of the required minimum distribution for the first distribution calendar
      year made after the close of that year is a distribution occurring in that
      first
      distribution calendar year.





(2)  **Recalculation.** In
      computing a required minimum distribution, the Plan Administrator must use
      the
      unisex life expectancy multiples under Treas. Reg. §1.72-9. The Plan
      Administrator, only upon the Participant's timely election, will compute the
      required minimum distribution for a distribution calendar year subsequent to
      the
      first distribution calendar year by redetermining ("recalculation" of) the
      Participant's life expectancy or the Participant's and spouse designated
      Beneficiary's life expectancies as elected. However, the Plan Administrator
      may
      not redetermine the joint life and last survivor expectancy of the Participant
      and a nonspouse designated Beneficiary in a manner which takes into account
      any
      adjustment to a life expectancy other than the Participant's life expectancy.
      A
      Participant must elect recalculation under this Section 6.02(C)(2) in writing
      and on a form the Plan Administrator prescribes, not later than the
      Participant's RBD.





25


(3)  **Minimum
      distribution incidental benefit (MDIB).** If
      the
      Participant's spouse is not his/her designated Beneficiary, a method of payment
      to the Participant (whether by Participant election or by Plan Administrator
      direction) must satisfy the MDIB requirement under Code §401(a)(9) for
      distributions made on or after the Participant's RBD and before the
      Participant's death. To satisfy the MDIB requirement, the Plan Administrator
      will compute the Participant's required minimum distribution by substituting
      the
      applicable MDIB divisor for the applicable life expectancy factor, if the MDIB
      divisor is a lesser number. Following the Participant's death, the Plan
      Administrator will compute the minimum distribution required by Section 6.02(D)
      solely on the basis of the applicable life expectancy factor and will disregard
      the MDIB factor.





(4)  **Payment
      due date.** The
      required minimum distribution for the first distribution calendar year is due
      by
      the Participant's RBD. The required minimum distribution for each subsequent
      distribution calendar year, including the calendar year in which the
      Participant's RBD occurs, is due by December 31 of that year.





(5)  **Nontransferable
      annuity.** If the
      Participant receives distribution in the form of a Nontransferable Annuity,
      the
      distribution satisfies this Section 6.02(C) if the contract complies with the
      requirements of Code §401(a)(9).





**(D)**  **Minimum
      Distribution Requirements for Beneficiaries.** The
      method of distribution to the Participant's Beneficiary must satisfy Code
§401(a)(9).





(1)  **Death
      after RBD.** If
      the
      Participant's death occurs after his/her RBD (or earlier, if the Participant
      had
      commenced an irrevocable annuity pursuant to Section 6.04), the Trustee must
      distribute the Participant's remaining benefit to the Beneficiary at least
      as
      rapidly as under the method in effect for the Participant, determined without
      regard to the MDIB requirements of Section 6.02(C)(3).





(2)  **Death
      prior to RBD.** If
      the
      Participant's death occurs prior to his/her RBD (and the Participant had not
      commenced an irrevocable annuity pursuant to Section 6.04), the method of
      payment to the Beneficiary, subject to Section 6.04, must provide for completion
      of payment to the Beneficiary over a period not exceeding: (a) 5 years after
      the
      date of the Participant's death; or (b) if the Beneficiary is a designated
      Beneficiary, the designated Beneficiary's life expectancy. A designated
      Beneficiary is a Beneficiary designated by the Participant or determined under
      Section 8.02. The Plan Administrator may not direct payment of the Participant's
      Vested Account Balance over a period described in clause (b) unless the Trustee
      will commence payment to the designated Beneficiary no later than the December
      31 following the close of the calendar year in which the Participant's death
      occurred or, if later, and the designated Beneficiary is the Participant's
      surviving spouse, December 31 of the calendar year in which the Participant
      would have attained age 70 1/2.





If
      the
      Trustee will make distribution in accordance with clause (b) of this Section
      6.02(D)(2), the minimum distribution for a distribution calendar year equals
      the
      Participant's Vested Account Balance as of the latest valuation date preceding
      the beginning of the distribution calendar year divided by the designated
      Beneficiary's life expectancy. The Plan Administrator must use the unisex life
      expectancy multiples under Treas. Reg. §1.72-9 for purposes of applying this
      Section 6.02(D).





(3)  **Recalculation.** The
      Plan
      Administrator, only upon the Participant's election (under Section 6.02(C)(2))
      or the Participant's surviving spouse designated Beneficiary's election, will
      recalculate the life expectancy of the Participant's surviving spouse not more
      frequently than annually. However, the Plan Administrator may not recalculate
      the life expectancy of a nonspouse designated Beneficiary after the Trustee
      commences payment to the designated Beneficiary. The Plan Administrator will
      apply this Section 6.02(D) by treating any amount paid to the Participant's
      child, which becomes payable to the Participant's surviving spouse upon the
      child's attaining the age of majority, as paid to the Participant's surviving
      spouse. A surviving spouse designated Beneficiary must elect recalculation
      under
      this §6.02(D)(3) in writing and on a form the Plan Administrator prescribes not
      later than the last day of the spouse's first distribution year.





(4)  **Beneficiary
      election.** If the
      Participant under Section 6.01(B) had not elected the payment method or payment
      term, the Participant's Beneficiary must elect the method of distribution no
      later than the date specified above upon which the Trustee must commence
      distribution to the Beneficiary. If the Beneficiary fails to elect timely a
      distribution method, the Plan Administrator must commence distribution within
      the time required for a Participant who dies without a designated
      Beneficiary.





**(E)**  **Model
      Amendment.** The
      employer in Appendix B to its Adoption Agreement may elect to apply the
      following IRS Model Amendment:





With
      respect to distributions under the Plan made on or after the effective date
      the
      Employer specifies in Appendix B to its Adoption Agreement, for calendar years
      beginning on or after January 1, 2001, the Plan will apply the minimum
      distribution requirements of section 401(a)(9) of the Internal Revenue Code
      in
      accordance with the regulations under section 401(a)(9) that were proposed
      on
      January 17, 2001, (the "2001 Proposed Regulations"), notwithstanding any
      provision of the Plan to the contrary. If the total amount of required minimum
      distributions made to a Participant for 2001 prior to the Appendix B effective
      date are equal to or greater than the amount of required minimum distributions
      determined under the 2001 Proposed Regulations, then no additional distributions
      are required for such Participant for 2001 on or after such date. If the total
      amount of required minimum distributions made to a Participant for 2001 prior
      to
      the Appendix B effective date are less than the amount determined under the
      2001
      Proposed Regulations, then the amount of required minimum distributions for
      2001
      on or after such date will be determined so that the total amount of required
      minimum distributions for 2001 is the amount determined under the 2001 Proposed
      Regulations. This amendment shall continue in effect until the last calendar




26




year
      beginning before the effective date of final regulations under section 401(a)(9)
      or such other date as may be published by the Internal Revenue
      Service.





6.03  METHOD
      OF DISTRIBUTION .
      Subject
      to any contrary requirements imposed by Sections 6.01 (including 6.01(C)
      regarding in-service distributions), 6.02 or 6.04, a Participant or a
      Beneficiary may elect distribution under one, or any combination, of the
      following methods: (a) by payment in a lump sum; or (b) by payment in monthly,
      quarterly or annual installments over a fixed reasonable period of time, not
      exceeding the life expectancy of the Participant, or the joint life and last
      survivor expectancy of the Participant and his/her designated Beneficiary.
      The
      Employer may elect in its Adoption Agreement to modify the methods of payment
      available under this Section 6.03. If the Employer's Plan is a restated Plan,
      the Employer in its Adoption Agreement and in accordance with Treas. Reg.
§1.411(d)-4, may elect to eliminate from the prior Plan certain Protected
      Benefits. If the Employer elects or is required to provide an annuity, the
      annuity must: (1) be a Nontransferable Annuity; and (2) otherwise comply with
      the Plan terms.





The
      distribution options permitted under this Section 6.03 are available only if
      the
      Participant's Vested Account Balance, as determined under Section 6.01(A)(6),
      exceeds $5,000. To facilitate installment payments under this Article VI, the
      Plan Administrator under Section 9.08(B) may direct the Trustee to segregate
      all
      or any part of the Participant's Account Balance in a segregated investment
      Account. Under an installment distribution, the Participant or the Beneficiary,
      at any time, may elect to accelerate the payment of all, or any portion, of
      the
      Participant's unpaid Vested Account Balance.





Pending
      final accounting for a valuation date, the Plan Administrator may make a partial
      distribution to a Participant who has incurred a Separation from Service or
      to a
      Beneficiary.





6.04  ANNUITY
      DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING SPOUSES .





**(A)**  **Qualified
      Joint and Survivor Annuity (QJSA).** The Plan
      Administrator must direct the Trustee to distribute a married or unmarried
      Participant's Vested Account Balance in the form of a QJSA, unless the
      Participant, and spouse if the Participant is married, waive the QJSA in
      accordance with Section 6.05. If, as of the annuity starting date, the
      Participant is married (even if the Participant has not been married throughout
      the one year period ending on the annuity starting date), a QJSA is an immediate
      annuity which is purchasable with the Participant's Vested Account Balance
      and
      which provides a life annuity for the Participant and a survivor annuity payable
      for the remaining life of the Participant's surviving spouse equal to 50% of
      the
      amount of the annuity payable during the life of the Participant. If, as of
      the
      annuity starting date, the Participant is not married, a QJSA is an immediate
      life annuity for the Participant which is purchasable with the Participant's
      Vested Account Balance. A life annuity means an annuity payable in equal
      installments for the life of the Participant that terminates upon the
      Participant's death.





**(B)**  **Qualified
      Preretirement Survivor Annuity (QPSA).** If
      a
      married Participant dies prior to his/her annuity starting date, the Plan
      Administrator will direct the Trustee to distribute a portion of the
      Participant's Vested Account Balance to the Participant's surviving spouse
      in
      the form of a QPSA, unless: (1) the Participant has a valid waiver election
      (as
      described in Section 6.06) in effect; or (2) the Participant and his/her spouse
      were not married throughout the one year period ending on the date of the
      Participant's death. The Employer in an Addendum to its Adoption Agreement
      may
      elect not to apply the one year of marriage requirement in clause (2). A QPSA
      is
      an annuity which is purchasable with 50% of the Participant's Vested Account
      Balance (determined as of the date of the Participant's death) and which is
      payable for the life of the Participant's surviving spouse. The value of the
      QPSA is attributable to Employer contributions and to Participant contributions
      in the same proportion as the Participant's Vested Account Balance is
      attributable to those contributions. The portion of the Participant's Vested
      Account Balance not payable as a QPSA is payable to the Participant's
      Beneficiary, in accordance with the remaining provisions of this Article
      VI.





**(C)**  **Surviving
      Spouse Elections.** If
      the
      Participant's Vested Account Balance which the Trustee would apply to purchase
      the QPSA exceeds $5,000, the Participant's surviving spouse may elect to have
      the Trustee commence payment of the QPSA at any time following the date of
      the
      Participant's death, but not later than the mandatory distribution periods
      described in Section 6.02, and may elect any of the forms of payment described
      in Section 6.03, in lieu of the QPSA. In the absence of an election by the
      surviving spouse, the Plan Administrator must direct the Trustee to distribute
      the QPSA on the earliest administratively practicable date following the close
      of the Plan Year in which the latest of the following events occurs: (1) the
      Participant's death; (2) the date the Plan Administrator receives notification
      of or otherwise confirms the Participant's death; (3) the date the Participant
      would have attained Normal Retirement Age; or (4) the date the Participant
      would
      have attained age 62.





**(D)**  **Effect
      of Waiver.** If the
      Participant has in effect a valid waiver election regarding the QJSA or the
      QPSA, the Plan Administrator must direct the Trustee to distribute the
      Participant's Vested Account Balance in accordance with Sections 6.01, 6.02
      and
      6.03.





**(E)**  **Loan
      Offset.** The
      Plan
      Administrator will reduce the Participant's Vested Account Balance by any
      security interest (pursuant to any offset rights authorized by Section 10.03(E))
      held by the Plan by reason of a Participant loan, to determine the value of
      the
      Participant's Vested Account Balance distributable in the form of a QJSA or
      QPSA, provided the loan satisfied the spousal consent requirement described
      in
      Section 10.03(E).





**(F)**  **Effect
      of QDRO.** For
      purposes of applying this Article VI, a former spouse (in lieu of the
      Participant's current spouse) is the Participant's spouse or surviving spouse
      to
      the extent provided under a QDRO described in Section 6.07. The provisions
      of
      this






27




Section
      6.04, and of Sections 6.05 and 6.06, apply separately to the portion of the
      Participant's Vested Account Balance subject to a QDRO and to the portion of
      the
      Participant's Vested Account Balance not subject to the QDRO.





**(G)**  **Vested
      Account Balance Not Exceeding $5,000.** The
      Trustee must distribute in a lump sum, a Participant's Vested Account Balance
      which the Trustee otherwise under Section 6.04 would apply to provide a QJSA
      or
      QPSA benefit, where the Participant's Vested Account Balance determined under
      Section 6.01(A)(6) does not exceed $5,000.





**(H)**  **Profit
      Sharing Plan Exception.** If this
      Plan is a profit sharing plan, the Employer in its Adoption Agreement must
      elect
      the extent to which the preceding provisions of Section 6.04 apply. The Employer
      may elect to exempt from the provisions of Section 6.04, all Participants
      ("Exempt Participants") except the following Participants to whom Section 6.04
      must be applied: (1) a Participant as respects whom the Plan is a direct or
      indirect transferee from a plan subject to the Code §417 requirements and the
      Plan received the transfer after December 31, 1984, unless the transfer is
      an
      elective transfer described in Section 13.07; (2) a Participant who elects
      a
      life annuity distribution (if Section 13.02 of the Plan requires the Plan to
      provide a life annuity distribution option); and (3) a Participant whose
      benefits under a defined benefit plan maintained by the Employer are offset
      by
      benefits provided under this Plan. If the Employer elects to apply this Section
      6.04 to all Participants, the preceding provisions of this Section 6.04 apply
      to
      all Participants without regard to the limitations of this Section 6.04(H).
      Sections 6.05 and 6.06 only apply to Participants to whom the provisions of
      this
      Section 6.04 apply.





6.05  WAIVER
      ELECTION - QJSA .
      At
      least 30 days and not more than 90 days before the Participant's annuity
      starting date, the Plan Administrator must provide the Participant a written
      explanation of the terms and conditions of the QJSA, the Participant's right
      to
      make, and the effect of, an election to waive the QJSA benefit, the rights
      of
      the Participant's spouse regarding the waiver election and the Participant's
      right to make, and the effect of, a revocation of a waiver election ("QJSA
      notice"). The Plan does not limit the number of times the Participant may revoke
      a waiver of the QJSA or make a new waiver during the election period. The
      Participant (and his/her spouse, if the Participant is married), may revoke
      an
      election to receive a particular form of benefit at any time until the annuity
      starting date.





A
      married
      Participant's QJSA waiver election is not valid unless: (a) the Participant's
      spouse (to whom the survivor annuity is payable under the QJSA), after the
      Participant has received the QJSA notice, has consented in writing to the waiver
      election, the spouse's consent acknowledges the effect of the election, and
      a
      notary public or the Plan Administrator (or his/her representative) witnesses
      the spouse's consent; (b) the spouse consents to the alternative form of payment
      designated by the Participant or to any change in that designated form of
      payment; and (c) unless the spouse is the Participant's sole primary
      Beneficiary, the spouse consents to the Participant's Beneficiary designation
      or
      to any change in the Participant's Beneficiary designation. The spouse's consent
      to a waiver of the QJSA is irrevocable, unless the Participant revokes the
      waiver election. The spouse may execute a blanket consent to the Participant's
      future payment form election or Beneficiary designation, if the spouse
      acknowledges the right to limit his/her consent to a specific designation but,
      in writing, waives that right.





The
      Plan
      Administrator will accept as valid a waiver election which does not satisfy
      the
      spousal consent requirements if the Plan Administrator establishes the
      Participant does not have a spouse, the Plan Administrator is not able to locate
      the Participant's spouse, the Participant is legally separated or has been
      abandoned (within the meaning of applicable state law) and the Participant
      has a
      court order to that effect, or other circumstances exist under which the
      Secretary of the Treasury will excuse the spousal consent requirement. If the
      Participant's spouse is legally incompetent to give consent, the spouse's legal
      guardian (even if the guardian is the Participant) may give
      consent.





6.06  WAIVER
      ELECTION - QPSA .
      The
      Plan Administrator must provide a written explanation of the QPSA to each
      married Participant ("QPSA notice"), within the following period which ends
      last: (1) the period beginning on the first day of the Plan Year in which the
      Participant attains age 32 and ending on the last day of the Plan Year in which
      the Participant attains age 34; (2) a reasonable period after an Employee
      becomes a Participant; (3) a reasonable period after Section 6.04 of the Plan
      becomes applicable to the Participant; or (4) a reasonable period after the
      Plan
      no longer satisfies the requirements for a fully subsidized benefit. A
      "reasonable period" described in clauses (2), (3) and (4) is the period
      beginning one year before and ending one year after the applicable event. If
      the
      Participant separates from Service before attaining age 35, clauses (1), (2),
      (3) and (4) do not apply and the Plan Administrator must provide the QPSA notice
      within the period beginning one year before and ending one year after the
      Separation from Service. The QPSA notice must describe, in a manner consistent
      with Treasury regulations, the terms and conditions of the QPSA and of the
      waiver of the QPSA, comparable to the QJSA notice required under Section 6.05.
      The Plan does not limit the number of times the Participant may revoke a waiver
      of the QPSA or make a new waiver during the election period. The election period
      for waiver of the QPSA ends on the date of the Participant's death.





A
      Participant's QPSA waiver election is not valid unless: (a) the Participant
      makes the waiver election after the Participant has received the QPSA notice
      and
      no earlier than the first day of the Plan Year in which he/she attains age
      35;
      and (b) the Participant's spouse (to whom the QPSA is payable) satisfies or
      is
      excused from the consent requirements as described in Section 6.05, except
      the
      spouse need not consent to the form of benefit payable to the designated
      Beneficiary. The spouse's consent to the waiver of the QPSA is irrevocable,
      unless the Participant revokes the waiver election. The spouse also may execute
      a blanket consent as described in Section 6.05. Irrespective of the time of
      election requirement described in clause (a), if the Participant separates
      from
      Service prior to the first day of the Plan Year in which he/she attains age
      35,
      the Plan Administrator will accept a waiver election as respects the
      Participant's Account Balance attributable to his/her Service prior to his/her
      Separation from Service. Furthermore, if a Participant who has not separated
      from Service makes a valid waiver election, except for the timing






28


requirement
      of clause (a), the Plan Administrator will accept that election as valid, but
      only until the first day of the Plan Year in which the Participant attains
      age
      35.





6.07  DISTRIBUTIONS
      UNDER QUALIFIED DOMESTIC RELATIONS ORDERS (QDRO) .
      Notwithstanding any other provision of this Plan, the Trustee, in accordance
      with the direction of the Plan Administrator, must comply with the provisions
      of
      a QDRO, as defined in Code §414(p), which is issued with respect to the Plan.
      This Plan specifically permits distribution to an alternate payee under a QDRO
      at any time, irrespective of whether the Participant has attained his/her
      earliest retirement age (as defined under Code §414(p)) under the Plan. A
      distribution to an alternate payee prior to the Participant's attainment of
      earliest retirement age is available only if: (1) the QDRO specifies
      distribution at that time or permits an agreement between the Plan and the
      alternate payee to authorize an earlier distribution; and (2) if the present
      value of the alternate payee's benefits under the Plan exceeds $5,000, and
      the
      QDRO requires, the alternate payee consents to any distribution occurring prior
      to the Participant's attainment of earliest retirement age. Nothing in this
      Section 6.07 gives a Participant a right to receive distribution at a time
      the
      Plan otherwise does not permit nor does Section 6.07 authorize the alternate
      payee to receive a form of payment the Plan does not permit.





The
      Plan
      Administrator must establish reasonable procedures to determine the qualified
      status of a domestic relations order. Upon receiving a domestic relations order,
      the Plan Administrator promptly will notify the Participant and any alternate
      payee named in the order, in writing, of the receipt of the order and the Plan's
      procedures for determining the qualified status of the order. Within a
      reasonable period of time after receiving the domestic relations order, the
      Plan
      Administrator must determine the qualified status of the order and must notify
      the Participant and each alternate payee, in writing, of the Plan
      Administrator's determination. The Plan Administrator must provide notice under
      this paragraph by mailing to the individual's address specified in the domestic
      relations order, or in a manner consistent with DOL regulations.





If
      any
      portion of the Participant's Vested Account Balance is payable under the
      domestic relations order during the period the Plan Administrator is making
      its
      determination of the qualified status of the domestic relations order, the
      Plan
      Administrator must maintain a separate accounting of the amounts payable. If
      the
      Plan Administrator determines the order is a QDRO within 18 months of the date
      amounts first are payable following receipt of the domestic relations order,
      the
      Plan Administrator will direct the Trustee to distribute the payable amounts
      in
      accordance with the QDRO. If the Plan Administrator does not make its
      determination of the qualified status of the order within the 18-month
      determination period, the Plan Administrator will direct the Trustee to
      distribute the payable amounts in the manner the Plan would distribute if the
      order did not exist and will apply the order prospectively if the Plan
      Administrator later determines the order is a QDRO.





To
      the
      extent it is not inconsistent with the provisions of the QDRO, the Plan
      Administrator under Section 9.08(B) may direct the Trustee to segregate the
      QDRO
      amount in a segregated investment account. The Trustee will make any payments
      or
      distributions required under this Section 6.07 by separate benefit checks or
      other separate distribution to the alternate payee(s).





6.08  DEFAULTED
      LOAN - TIMING OF OFFSET .
      If a
      Participant or a Beneficiary defaults on a Plan loan, the Plan Administrator
      will determine the timing of the reduction (offset) of the Participant's Vested
      Account Balance in accordance with this Section 6.08 and the Plan
      Administrator's loan policy. If, under the loan policy a loan default also
      is a
      distributable event under the Plan, the Trustee, at the time of the loan
      default, will offset the Participant's Vested Account Balance by the lesser
      of
      the amount in default (including accrued interest) or the Plan's security
      interest in that Vested Account Balance. If the loan is from a money purchase
      pension plan or from a target benefit plan and the loan default is a
      distributable event under the loan policy, the Trustee will offset the
      Participant's Account Balance in the manner described above, only if the
      Participant has incurred a Separation from Service or has attained Normal
      Retirement Age. If the loan is under a 401(k) arrangement, to the extent the
      loan is attributable to the Participant's deferral contributions Account,
      qualified matching contributions Account, qualified nonelective contributions
      Account or safe harbor contributions Account, the Trustee will not offset the
      Participant's Vested Account Balance unless the Participant has incurred a
      Separation from Service or unless the Participant has attained age 59
      1/2.





6.09  HARDSHIP
      DISTRIBUTION .
      For
      purposes of this Plan, unless the Employer in its Adoption Agreement Section
      6.01 elects otherwise, a hardship distribution is a distribution on account
      of
      one or more of the following immediate and heavy financial needs: (1) expenses
      for medical care described in Code §213(d) incurred by the Participant, by the
      Participant's spouse, or by any of the Participant's dependents, or necessary
      to
      obtain such medical care; (2) costs directly related to the purchase (excluding
      mortgage payments) of a principal residence of the Participant; (3) payment
      of
      post-secondary education tuition and related educational fees (including room
      and board), for the next 12-month period, for the Participant, for the
      Participant's spouse, or for any of the Participant's dependents (as defined
      in
      Code §152); (4) payments necessary to prevent the eviction of the Participant
      from his/her principal residence or the foreclosure on the mortgage of the
      Participant's principal residence; or (5) any need the Revenue Service
      prescribes in a revenue ruling, notice or other document of general
      applicability which satisfies the safe harbor definition of hardship under
      Treas. Reg. §1.401(k)-1(d)(2)(iv)(A). See Section 14.11(A) if a hardship
      distribution is from a Participant's elective deferral Account in a 401(k)
      arrangement. The Employer in its Adoption Agreement Section 6.01 may elect
      to
      apply Section 14.11(A) to all Plan hardship distributions. If the Plan permits
      a
      hardship distribution from more than one Account type, the Plan Administrator
      may determine any ordering of a Participant's hardship distribution from the
      hardship distribution eligible Accounts.





29


6.10  DIRECT
      ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS .





**(A)**  **Participant
      Election.** A
      Participant (including for this purpose, a former Employee) may elect, at the
      time and in the manner prescribed by the Plan Administrator, to have any portion
      of his/her eligible rollover distribution from the Plan paid directly to an
      eligible retirement plan specified by the Participant in a direct rollover
      election. For purposes of this Section 6.10, a Participant includes as to their
      respective interests, a Participant's surviving spouse and the Participant's
      spouse or former spouse who is an alternate payee under a QDRO.





**(B)**  **Rollover
      and Withholding Notice.** At least
      30 days and not more than 90 days prior to the Trustee's distribution of an
      eligible rollover distribution, the Plan Administrator must provide a written
      notice (including a summary notice as permitted under applicable Treasury
      regulations) explaining to the distributee the rollover option, the
      applicability of mandatory 20% federal withholding to any amount not directly
      rolled over, and the recipient's right to roll over within 60 days after the
      date of receipt of the distribution ("rollover notice"). If applicable, the
      rollover notice also must explain the availability of income averaging and
      the
      exclusion of net unrealized appreciation. A recipient of an eligible rollover
      distribution (whether he/she elects a direct rollover or elects to receive
      the
      distribution), also may elect to receive distribution at any administratively
      practicable time which is earlier than 30 days (but not less than 7 days if
      Section 6.04 applies) following receipt of the rollover notice.





**(C)**  **Default
      rollover.** The
      Plan
      Administrator, in the case of a Participant who does not respond timely to
      the
      notice described in Section 6.10(B), may make a direct rollover of the
      Participant's Account (as described in Revenue Ruling 2000-36 or in any
      successor guidance) in lieu of distributing the Participant's
      Account.





**(D)**  **Definitions.** The
      following definitions apply to this Section 6.10:





(1)  **Eligible
      rollover distribution.** An
      eligible rollover distribution is any distribution of all or any portion of
      the
      balance to the credit of the Participant, except an eligible rollover
      distribution does not include: (a) any distribution which is one of a series
      of
      substantially equal periodic payments (not less frequently than annually) made
      for the life (or life expectancy) of the Participant or the joint lives (or
      joint life expectancies) of the Participant and the Participant's designated
      beneficiary, or for a specified period of ten years or more; (b) any Code
§401(a)(9) required minimum distribution; (c) the portion of any distribution
      which is not includible in gross income (determined without regard to the
      exclusion of net unrealized appreciation with respect to employer securities);
      (d) any hardship distribution made after December 31, 1998, from a Participant's
      deferral contributions Account (except where the Participant also satisfies
      a
      non-hardship distribution event described in Section 14.03(d)); and (e) any
      distribution which otherwise would be an eligible rollover distribution, but
      where the total distributions to the Participant during that calendar year
      are
      reasonably expected to be less than $200.





(2)  **Eligible
      retirement plan.** An
      eligible retirement plan is an individual retirement account described in Code
      §408(a), an individual retirement annuity described in Code §408(b), an annuity
      plan described in Code §403(a), or a qualified trust described in Code §401(a),
      which accepts the Participant's or alternate payee's eligible rollover
      distribution. However, in the case of an eligible rollover distribution to
      the
      surviving spouse, an eligible retirement plan is either an individual retirement
      account or individual retirement annuity.





(3)  **Direct
      rollover.** A direct
      rollover is a payment by the Plan to the eligible retirement plan specified
      by
      the distributee.





6.11  TEFRA
      ELECTIONS .
      Notwithstanding the provisions of Sections 6.01, 6.02 and 6.03, if the
      Participant (or Beneficiary) signed a written distribution designation prior
      to
      January 1, 1984, ("TEFRA election") the Plan Administrator must direct the
      Trustee to distribute the Participant's Vested Account Balance in accordance
      with that election, subject however, to the survivor annuity requirements,
      if
      applicable, of Sections 6.04, 6.05 and 6.06. This Section 6.11 does not apply
      to
      a TEFRA election, and the Plan Administrator will not comply with that election,
      if any of the following applies: (1) the elected method of distribution would
      have disqualified the Plan under Code §401(a)(9) as in effect on December 31,
      1983; (2) the Participant did not have an Account Balance as of December 31,
      1983; (3) the election does not specify the timing and form of the distribution
      and the death Beneficiaries (in order of priority); (4) the substitution of
      a
      Beneficiary modifies the distribution payment period; or, (5) the Participant
      (or Beneficiary) modifies or revokes the election. In the event of a revocation,
      the Trustee must distribute, no later than December 31 of the calendar year
      following the year of revocation, the amount which the Participant would have
      received under Section 6.02 if the distribution designation had not been in
      effect or, if the Beneficiary revokes the distribution designation, the amount
      which the Beneficiary would have received under Section 6.02 if the distribution
      designation had not been in effect. The Plan Administrator will apply this
      Section 6.11 to rollovers and transfers in accordance with Part J of the Code
      §401(a)(9) Treasury regulations.





30







**ARTICLE
      VII**


**EMPLOYER
      ADMINISTRATIVE PROVISIONS**







7.01  INFORMATION
      TO PLAN ADMINISTRATOR .
      The
      Employer must supply current information to the Plan Administrator as to the
      name, date of birth, date of employment, Compensation, leaves of absence, Years
      of Service and date of Separation from Service of each Employee who is, or
      who
      will be eligible to become, a Participant under the Plan, together with any
      other information which the Plan Administrator considers necessary to administer
      properly the Plan. The Employer's records as to the current information the
      Employer furnishes to the Plan Administrator are conclusive as to all
      persons.





7.02  NO
      RESPONSIBILITY FOR OTHERS .
      Except
      as required under ERISA, the Employer has no responsibility or obligation under
      the Plan to Employees, Participants or Beneficiaries for any act (unless the
      Employer also serves in such capacities) required of the Plan Administrator,
      the
      Trustee, the Custodian, or of any other service provider to the
      Plan.





7.03  INDEMNITY
      OF CERTAIN FIDUCIARIES .
      The
      Employer will indemnify, defend and hold harmless the Plan Administrator from
      and against any and all loss resulting from liability to which the Plan
      Administrator may be subjected by reason of any act or omission (except willful
      misconduct or gross negligence) in its official capacities in the administration
      of this Trust or Plan or both, including attorneys' fees and all other expenses
      reasonably incurred in the Plan Administrator's defense, in case the Employer
      fails to provide such defense. The indemnification provisions of this Section
      7.03 do not relieve the Plan Administrator from any liability the Plan
      Administrator may have under ERISA for breach of a fiduciary duty. Furthermore,
      the Plan Administrator and the Employer may execute a written agreement further
      delineating the indemnification agreement of this Section 7.03, provided the
      agreement is consistent with and does not violate ERISA. The indemnification
      provisions of this Section 7.03 extend to any Trustee, third party
      administrator, Custodian or other Plan service provider solely to the extent
      provided by a written agreement executed by such persons and the
      Employer.





7.04  EMPLOYER
      DIRECTION OF INVESTMENT .
      The
      Employer has the right to direct the Trustee with respect to the investment
      and
      re-investment of assets comprising the Trust Fund only if and to the extent
      the
      Trustee consents in writing to permit such direction.





7.05  EVIDENCE .
      Anyone
      including the Employer, required to give data, statements or other information
      relevant under the terms of the Plan ("evidence") may do so by certificate,
      affidavit, document or other form which the person to act in reliance may
      consider pertinent, reliable and genuine, and to have been signed, made or
      presented by the proper party or parties. The Plan Administrator and the Trustee
      are protected fully in acting and relying upon any evidence described under
      the
      immediately preceding sentence.





7.06  PLAN
      CONTRIBUTIONS .
      The
      Employer is solely responsible to determine the proper amount of any Employer
      contribution it makes to the Plan and for the timely deposit to the Trust of
      the
      Employer's Plan contributions.





7.07  EMPLOYER
      ACTION .
      The
      Employer must take any action under the Plan in accordance with applicable
      Plan
      provisions and with proper authority such that the action is valid and under
      applicable law and is binding upon the Employer.





7.08  FIDUCIARIES
      NOT INSURERS .
      The
      Trustee, the Plan Administrator and the Employer in no way guarantee the Trust
      Fund from loss or depreciation. The Employer does not guarantee the payment
      of
      any money which may be or becomes due to any person from the Trust Fund. The
      liability of the Employer, the Plan Administrator and the Trustee to make any
      payment from the Trust Fund at any time and all times is limited to the then
      available assets of the Trust.





7.09  PLAN
      TERMS BINDING .
      The
      Plan is binding upon the Employer, Trustee, Plan Administrator, Custodian (and
      all other service providers to the Plan), upon Participants, Beneficiaries
      and
      all other persons entitled to benefits, and upon the successors and assigns
      of
      the foregoing persons.





7.10  WORD
      USAGE .
      Words
      used in the masculine also apply to the feminine where applicable, and wherever
      the context of the Plan dictates, the plural includes the singular and the
      singular includes the plural. Titles of Plan and Adoption Agreement sections
      are
      for reference only.





7.11  STATE
      LAW .
      The law
      of the state of the Employer's principal place of business will determine all
      questions arising with respect to the provisions of the Plan, except to the
      extent superseded by ERISA or other federal law. The Employer in an Addendum
      to
      its Adoption Agreement and subject to applicable law, may elect to apply the
      law
      of another state.





7.12  PROTOTYPE
      PLAN STATUS .
      If the
      Plan fails initially to qualify or to maintain qualification or if the Employer
      makes any amendment or modification to a provision of the Plan (other than
      a
      proper completion of an elective provision under the Adoption Agreement or
      the
      attachment of an Addendum authorized by the Plan or by the Adoption Agreement),
      the Employer no longer may participate under this Prototype Plan. The Employer
      also may not participate (or continue to participate) in this Prototype Plan
      if
      the Trustee or Custodian does not have the written consent of the Prototype
      Plan
      Sponsor required under Section 1.33 to serve in the capacity of Trustee or
      Custodian. If the Employer is not entitled to participate under this Prototype
      Plan, the Plan is an individually-designed plan and the reliance procedures
      specified in the applicable Adoption Agreement no longer apply.





31


7.13  EMPLOYMENT
      NOT GUARANTEED .
      Nothing
      contained in this Plan, or with respect to the establishment of the Trust,
      or
      any modification or any amendment to the Plan or Trust, or in the creation
      of
      any Account, or with respect to the payment of any benefit, gives any Employee,
      Participant or any Beneficiary any right to employment or to continued
      employment by the Employer, or any legal or equitable right against the
      Employer, the Trustee, the Plan Administrator or any employee or agent thereof,
      except as expressly provided by the Plan, the Trust, ERISA or other applicable
      law.





32





**ARTICLE
      VIII**


**PARTICIPANT
      ADMINISTRATIVE PROVISIONS**




8.01  BENEFICIARY
      DESIGNATION .
      A
      Participant from time to time may designate, in writing, any person(s)
      (including a trust or other entity), contingently or successively, to whom
      the
      Trustee will pay the Participant's Vested Account Balance (including any life
      insurance proceeds payable to the Participant's Account) in the event of death.
      A Participant also may designate the form and method of payment of his/her
      Account. The Plan Administrator will prescribe the form for the Participant's
      written designation of Beneficiary and, upon the Participant's filing the form
      with the Plan Administrator, the form effectively revokes all designations
      filed
      prior to that date by the same Participant. A divorce decree, or a decree of
      legal separation, revokes the Participant's designation, if any, of his/her
      spouse as his/her Beneficiary under the Plan unless: (1) the decree or a QDRO
      provides otherwise; or (2) the Employer provides otherwise in an Addendum to
      its
      Adoption Agreement. The foregoing revocation provision (if applicable) applies
      only with respect to a Participant whose divorce or legal separation becomes
      effective on or following the date the Employer executes this Plan, unless
      the
      Employer in its Adoption Agreement specifies a different effective
      date.





**(A)**  **Coordination
      with Survivor Annuity Requirements.** If
      Section 6.04 applies to the Participant, this Section 8.01 does not impose
      any
      special spousal consent requirements on the Participant's Beneficiary
      designation unless the Participant waives the QJSA or QPSA benefit. If the
      Participant waives the QJSA or QPSA benefit without spousal consent to the
      Participant's Beneficiary designation: (1) any waiver of the QJSA or of the
      QPSA
      is not valid; and (2) if the Participant dies prior to his/her annuity starting
      date, the Participant's Beneficiary designation will apply only to the portion
      of the death benefit which is not payable as a QPSA. Regarding clause (2),
      if
      the Participant's surviving spouse is a primary Beneficiary under the
      Participant's Beneficiary designation, the Trustee will satisfy the spouse's
      interest in the Participant's death benefit first from the portion which is
      payable as a QPSA.





**(B)**  **Profit
      Sharing Plan Exception.** If the
      Plan is a profit sharing plan, the Beneficiary designation of a married Exempt
      Participant, as described in Section 6.04(H), is not valid unless the
      Participant's spouse consents (in a manner described in Section 6.05) to the
      Beneficiary designation. The spousal consent requirement in this Section 8.01(B)
      does not apply if the Participant's spouse is the Participant's sole primary
      Beneficiary, or if the Exempt Participant and his/her spouse are not married
      throughout the one-year period ending on the date of the Participant's
      death.





**(C)**  **Incapacity
      of Beneficiary.** If, in
      the opinion of the Plan Administrator, a Beneficiary is not able to care for
      his/her affairs because of a mental condition, physical condition or by reason
      of age, the Plan Administrator will apply the provisions of Section
      10.09.





8.02  NO
      BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY .
      If a
      Participant fails to name a Beneficiary in accordance with Section 8.01, or
      if
      the Beneficiary named by a Participant predeceases the Participant, then the
      Trustee will pay the Participant's Vested Account Balance in accordance with
      Section 6.03 in the following order of priority (unless the Employer specifies
      a
      different order of priority in an Addendum to its Adoption Agreement),
      to:





(a)  The
      Participant's surviving spouse (without regard to the one-year marriage rule
      of
      Sections 6.04(B) and 8.01(B); and if no surviving spouse to





(b)  The
      Participant's children (including adopted children), in equal shares by right
      of
      representation (one share for each surviving child and one share for each child
      who predeceases the Participant with living descendents); and if none
      to





(c)  The
      Participant's surviving parents, in equal shares; and if none to





(d)  The
      Participant's estate.





If
      the
      Beneficiary survives the Participant, but dies prior to distribution of the
      Participant's entire Vested Account Balance, the Trustee will pay the remaining
      Vested Account Balance to the Beneficiary's estate unless: (1) the Participant's
      Beneficiary designation provides otherwise; (2) the Beneficiary has properly
      designated a beneficiary; or (3) the Employer provides otherwise in an Addendum
      to its Adoption Agreement. A Beneficiary only may designate a beneficiary for
      the Participant's Account Balance remaining at the Beneficiary's death, if
      the
      Participant has not previously designated a successive contingent beneficiary
      and the Beneficiary's designation otherwise complies with the Plan terms. If
      the
      Plan is a profit sharing plan, and the Plan includes Exempt Participants, the
      Employer may not specify a different order of priority in an Addendum unless
      the
      Participant's surviving spouse will be the sole primary Beneficiary in the
      different order of priority. The Plan Administrator will direct the Trustee
      as
      to the method and to whom the Trustee will make payment under this Section
      8.02.





8.03  ASSIGNMENT
      OR ALIENATION .
      Except
      as provided in Code §414(p) relating to QDROs and in Code §401(a)(13) relating
      to certain voluntary, revocable assignments, judgments and settlements, neither
      a Participant nor a Beneficiary may anticipate, assign or alienate (either
      at
      law or in equity) any benefit provided under the Plan, and the Trustee will
      not
      recognize any such anticipation, assignment or alienation. Furthermore, except
      as provided by Code §401(a)(13) or other applicable law, a benefit under the
      Plan is not subject to attachment, garnishment, levy, execution or other legal
      or equitable process.





33


8.04  INFORMATION
      AVAILABLE .
      Any
      Participant or Beneficiary may examine copies of the Plan description, latest
      annual report, any bargaining agreement, this Plan and Trust, and any contract
      or any other instrument which relates to the establishment or administration
      of
      the Plan or Trust. The Plan Administrator will maintain all of the items listed
      in this Section 8.04 in its office, or in such other place or places as it
      may
      designate from time to time in order to comply with the regulations issued
      under
      ERISA, for examination during reasonable business hours. Upon the written
      request of a Participant or a Beneficiary, the Plan Administrator must furnish
      the Participant or Beneficiary with a copy of any item listed in this Section
      8.04. The Plan Administrator may make a reasonable copying charge to the
      requesting person.





8.05  CLAIMS
      PROCEDURE FOR DENIAL OF BENEFITS .
      A
      Participant or a Beneficiary may file with the Plan Administrator a written
      claim for benefits, if the Participant or the Beneficiary disputes the Plan
      Administrator's determination regarding the Participant's or Beneficiary's
      Plan
      benefit. However, the Plan will distribute only such Plan benefits to
      Participants or Beneficiaries as the Plan Administrator in its discretion
      determines a Participant or Beneficiary is entitled to. The Plan Administrator
      will maintain a separate written document as part of (or which accompanies)
      the
      Plan's summary plan description explaining the Plan's claims procedure. This
      Section 8.05 specifically incorporates the written claims procedure as from
      time
      to time published by the Plan Administrator as a part of the Plan. If the Plan
      Administrator pursuant to the Plan's written claims procedure makes a final
      written determination denying a Participant's or Beneficiary's benefit claim,
      the Participant or Beneficiary to preserve the claim must file an action with
      respect to the denied claim not later than 180 days following the date of the
      Plan Administrator's final determination.





8.06  PARTICIPANT
      DIRECTION OF INVESTMENT .
      A
      Participant's direction of the investment of his/her Account is subject to
      the
      provisions of this Section 8.06. For purposes of this Section 8.06, a
      Participant shall also include a Beneficiary where the Beneficiary has succeeded
      to the Participant's Account and the Plan affords the Beneficiary the same
      self-direction or loan rights as a Participant.





**(A)**  **Trustee
      Authorization and Procedures.** A
      Participant has the right to direct the Trustee with respect to the investment
      or re-investment of the assets comprising the Participant's individual Account
      only if the Trustee consents in writing to permit such direction. If the Trustee
      consents to Participant direction of investment, the Trustee only will accept
      direction from each Participant on a written direction of investment form the
      Plan Administrator provides for this purpose. The Trustee, or with the Trustee's
      consent, the Plan Administrator, may establish written procedures relating
      to
      Participant direction of investment under this Section 8.06, including
      procedures or conditions for electronic transfers or for changes in investments
      by Participants. The Plan Administrator will maintain, or direct the Trustee
      to
      maintain, an appropriate individual investment Account to the extent a
      Participant's Account is subject to Participant self-direction.





**(B)**  **ERISA
      §404(c).** No
      Plan
      fiduciary (including the Employer and Trustee) is liable for any loss or for
      any
      breach resulting from a Participant's direction of the investment of any part
      of
      his/her directed Account to the extent the Participant's exercise of his/her
      right to direct the investment of his/her Account satisfies the requirements
      of
      ERISA §404(c).





**(C)**  **Participant
      Loans.** The Plan
      Administrator, to the extent provided in a written loan policy adopted under
      Section 9.04, will treat a Plan loan made to a Participant as a Participant
      direction of investment under this Section 8.06, even if the Plan otherwise
      does
      not permit a Participant to direct his/her Account investments. Where a loan
      is
      treated as a directed investment, the borrowing Participant's Account alone
      shares in any interest paid on the loan, and it alone bears any expense or
      loss
      it incurs in connection with the loan. The Trustee may retain any principal
      or
      interest paid on the borrowing Participant's loan in a segregated Account (as
      described in Section 9.08(B)) on behalf of the borrowing Participant until
      the
      Trustee (or the Named Fiduciary, in the case of a nondiscretionary Trustee)
      deems it appropriate to add the loan payments to the Participant's Account
      under
      the Plan.





**(D)**  **Collectibles.** If
      the
      Trustee consents to Participant direction of investment of his/her Account,
      any
      post-December 31, 1981, investment by a Participant's directed Account in
      collectibles (as defined by Code §408(m)) is a deemed distribution to the
      Participant for Federal income tax purposes.








34






**PLAN
      ADMINISTRATOR**







9.01  COMPENSATION
      AND EXPENSES .
      The
      Plan Administrator (and any individuals serving as Plan Administrator) will
      serve without compensation for services as such, but the Employer will pay
      all
      expenses of the Plan Administrator, except to the extent the Trustee properly
      pays for such expenses, pursuant to Article X.





9.02  RESIGNATION
      AND REMOVAL .
      If the
      Employer appoints one or more persons to serve as Plan Administrator, such
      person(s) shall serve until they resign by written notice to the Employer or
      until the Employer removes them by written notice. In case of a vacancy in
      the
      position of Plan Administrator, the Employer will exercise any and all of the
      powers, authority, duties and discretion conferred upon the Plan Administrator
      pending the filling of the vacancy.





9.03  GENERAL
      POWERS AND DUTIES .
      The
      Plan Administrator has the following general powers and duties which are in
      addition to those the Plan otherwise accords to the Plan
      Administrator:





(a)  To
      determine the rights of eligibility of an Employee to participate in the Plan,
      all factual questions that arise in the course of administering the Plan, the
      value of a Participant's Account Balance (based on the value of the Trust
      assets, as determined by the Trustee) and the Vested percentage of each
      Participant's Account Balance;





(b)  To
      adopt
      rules of procedure and regulations necessary for the proper and efficient
      administration of the Plan, provided the rules are not inconsistent with the
      terms of the Plan, the Code, ERISA or other applicable law;





(c)  To
      construe and enforce the terms of the Plan and the rules and regulations the
      Plan Administrator adopts, including interpretation of the basic plan document,
      the Adoption Agreement and any document related to the Plan's
      operation;





(d)  To
      direct
      the Trustee regarding the crediting and distribution of the Trust Fund and
      to
      direct the Trustee to conduct interim valuations under Section
      10.15;





(e)  To
      review
      and render decisions regarding a claim for (or denial of a claim for) a benefit
      under the Plan;





(f)  To
      furnish the Employer with information which the Employer may require for tax
      or
      other purposes;





(g)  To
      engage
      the service of agents whom the Plan Administrator may deem advisable to assist
      it with the performance of its duties;





(h)  To
      engage
      the services of an Investment Manager or Managers (as defined in ERISA §3(38)),
      each of whom will have full power and authority to manage, acquire or dispose
      (or direct the Trustee with respect to acquisition or disposition) of any Plan
      asset under such Manager's control;





(i)  To
      make
      any other determinations and undertake any other actions the Plan Administrator
      believes are necessary or appropriate for the administration of the Plan;
      and





(j)  To
      establish and maintain a funding standard account and to make credits and
      charges to the account to the extent required by and in accordance with the
      provisions of the Code.





The
      Plan
      Administrator must exercise all of its powers, duties and discretion under
      the
      Plan in a uniform and nondiscriminatory manner. The Plan Administrator shall
      have total and complete discretion to interpret and construe the Plan and to
      determine all questions arising in the administration, interpretation and
      application of the Plan. Any determination the Plan Administrator makes under
      the Plan is final and binding upon any affected person.





9.04  PLAN
      LOANS .
      The
      Plan Administrator may, in its sole discretion, in accordance with Section
      10.03(E) establish, amend or terminate from time to time, a nondiscriminatory
      policy which the Trustee must observe in making Plan loans, if any, to
      Participants and to Beneficiaries. **** If the
      Plan Administrator adopts a loan policy, the loan policy must be a written
      document and must include: (1) the identity of the person or positions
      authorized to administer the participant loan program; (2) the procedure for
      applying for a loan; (3) the criteria for approving or denying a loan; (4)
      the
      limitations, if any, on the types and amounts of loans available; (5) the
      procedure for determining a reasonable rate of interest; (6) the types of
      collateral which may secure the loan; and (7) the events constituting default
      and the steps the Plan will take to preserve Plan assets in the event of
      default. A loan policy the Plan Administrator adopts under this Section 9.04
      is
      part of the Plan, except that the Plan Administrator may amend or terminate
      the
      policy without regard to Section 13.02.





9.05  FUNDING
      POLICY .
      The
      Plan Administrator will review, not less often than annually, all pertinent
      Employee information and Plan data in order to establish the funding policy
      of
      the Plan and to determine the appropriate methods of carrying out the Plan's
      objectives. The Plan Administrator must communicate periodically, as it deems
      appropriate, to the Trustee and to any Plan Investment Manager the Plan's
      short-term and long-term financial needs for the coordination of the Plan's
      investment policy with Plan financial requirements.





35


9.06  INDIVIDUAL
      ACCOUNTS .
      The
      Plan Administrator will maintain, or direct the Trustee to maintain, a separate
      Account, or multiple Accounts, in the name of each Participant to reflect the
      Participant's Account Balance under the Plan.





**(A)**  **Forfeitures.** If
      a
      Participant re-enters the Plan subsequent to his/her having a Forfeiture Break
      in Service, the Plan Administrator, or the Trustee, must maintain a separate
      Account for the Participant's pre-Forfeiture Break in Service Account Balance
      and a separate Account for his post-Forfeiture Break in Service Account Balance,
      unless the Participant's entire Account Balance under the Plan is 100%
      Vested.





If
      the
      Plan is subject to Participant direction of investment under Section 8.06,
      the
      Plan Administrator may maintain, or may direct the Trustee to maintain, a
      separate temporary forfeiture Account in the name of the Plan to account for
      Participant forfeitures which occur during the Plan Year. The Trustee will
      direct the investment of any separate temporary forfeiture Account. As of each
      Accounting Date, or interim valuation date, if applicable, the Plan
      Administrator will allocate the net income, gain or loss from the temporary
      forfeiture Account, if any, to the Accounts of the Participants in accordance
      with the provisions of Section 9.08.





**(B)**  **Net
      Income, Gain or Loss.** The
      Plan
      Administrator will make its allocations of net income, gain or loss or request
      the Trustee to make its allocations, to the Accounts of the Participants in
      accordance with the provisions of Section 9.08. The Plan Administrator may
      direct the Trustee under Section 9.08(B) to maintain a temporary segregated
      investment Account in the name of a Participant to prevent a distortion of
      income, gain or loss allocations. The Plan Administrator must maintain records
      of its activities.





9.07  VALUE
      OF PARTICIPANT'S ACCOUNT BALANCE .
      If any
      or all Plan investment accounts are pooled, each Participant's Account has
      an
      undivided interest in the assets comprising the pooled account. In a pooled
      account, the value of each Participant's Account Balance consists of that
      proportion of the net worth (at fair market value) of the Trust Fund which
      the
      net credit balance in his/her Account (exclusive of the cash value of incidental
      benefit insurance contracts) bears to the total net credit balance in the
      Accounts (exclusive of the cash value of the incidental benefit insurance
      contracts) of all Participants plus the cash surrender value of any incidental
      benefit insurance contracts held by the Trustee on the Participant's life.
      If
      any or all Plan investment accounts are Participant directed, the directing
      Participant's Account Balance is comprised of the assets held within the Account
      and the value of the Account is the fair market value of such assets. For
      purposes of a distribution under the Plan, the value of a Participant's Account
      Balance is its value as of the valuation date immediately preceding the date
      of
      the distribution.





9.08  ALLOCATION
      AND DISTRIBUTION OF NET INCOME, GAIN OR LOSS .
      This
      Section 9.08 applies solely to the allocation of net income, gain or loss of
      the
      Trust Fund. The Plan Administrator will allocate Employer contributions and
      Participant forfeitures, if any, in accordance with Article III.





A
      "valuation date" under this Plan is each: (1) Accounting Date; (2) valuation
      date the Employer elects in its Adoption Agreement Section 10.15; or (3)
      valuation date the Plan Administrator establishes under Section 9.03. The
      Employer in its Adoption Agreement Section 10.15 or the Plan Administrator
      may
      elect alternative valuation dates for the different Account types which the
      Plan
      Administrator maintains under the Plan. As of each valuation date, the Plan
      Administrator must adjust Accounts to reflect net income, gain or loss since
      the
      last valuation date. The valuation period is the period beginning on the day
      after the last valuation date and ending on the current valuation
      date.





The
      Plan
      Administrator will allocate net income, gain or loss to the Participant Accounts
      in accordance with the daily valuation method, balance forward method, weighted
      average method, or other method the Employer elects under its Adoption
      Agreement. The Employer in its Adoption Agreement may elect alternative methods
      under which the Plan Administrator will allocate the net income, gain or loss
      to
      the different Account types which the Plan Administrator maintains under the
      Plan. If the Employer in its Adoption Agreement elects to apply a weighted
      average allocation method, the Plan Administrator will treat a weighted portion
      of the applicable contributions as if includible in the Participant's Account
      as
      of the beginning of the valuation period. The weighted portion is a fraction,
      the numerator of which is the number of months in the valuation period,
      excluding each month in the valuation period which begins prior to the
      contribution date of the applicable contributions, and the denominator of which
      is the number of months in the valuation period. The Employer in its Adoption
      Agreement may elect to substitute a weighting period other than months for
      purposes of this weighted average allocation. If the Employer in its Adoption
      Agreement elects to apply the daily valuation method, the Plan Administrator
      will allocate the net income, gain or loss on each day of the Plan Year for
      which Plan assets are valued on an established market and the Trustee is
      conducting business. If the Employer in its Adoption Agreement elects to apply
      the balance forward method, the Plan Administrator first will adjust the
      Participant Accounts, as those Accounts stood at the beginning of the current
      valuation period, by reducing the Accounts for any forfeitures arising under
      the
      Plan, for amounts charged during the valuation period to the Accounts in
      accordance with Section 9.10 (relating to distributions and to loan disbursement
      payments) and Section 11.01 (relating to insurance premiums), and for the cash
      value of incidental benefit insurance contracts. The Plan Administrator then,
      subject to the restoration allocation requirements of the Plan, will allocate
      the net income, gain or loss pro rata to the adjusted Participant Accounts.
      The
      allocable net income, gain or loss is the net income (or net loss), including
      the increase or decrease in the fair market value of assets, since the last
      valuation date.





**(A)**  **Trust
      Fund (Pooled) Investment Accounts.** A pooled
      investment account is an Account which is not a segregated investment Account
      or
      an individual investment Account.





36


**(B)**  **Segregated
      Investment Accounts.** A
      segregated investment Account receives all income it earns and bears all expense
      or loss it incurs. Pursuant to the Plan Administrator's direction, the Trustee
      may establish for a Participant a segregated investment Account to prevent
      a
      distortion of Plan income, gain or loss allocations or for such other purposes
      as the Plan Administrator may direct. The Trustee will invest the assets of
      a
      segregated investment Account consistent with such purposes. As of each
      valuation date, the Plan Administrator must reduce a segregated Account for
      any
      forfeiture arising under Section 5.09 after the Plan Administrator has made
      all
      other allocations, changes or adjustments to the Account for the valuation
      period.





**(C)**  **Individual
      (Directed) Investment Accounts.** An
      individual investment Account is an Account which is subject to Participant
      or
      Beneficiary self-direction under Section 8.06. An individual investment Account
      receives all income it earns and bears all expense or loss it incurs. As of
      each
      valuation date, the Plan Administrator must reduce an individual Account for
      any
      forfeiture arising from Section 5.09 after the Plan Administrator has made
      all
      other allocations, changes or adjustment to the Account for the valuation
      period.





**(D)**  **Code
      §415 Excess Amounts.** An
      Excess Amount or suspense account described in Part 2 of Article III does not
      share in the allocation of net income, gain or loss described in this Section
      9.08.





**(E)**  **Interest
      Adjustment.** Any
      distribution (other than a distribution from a segregated or individual Account)
      made to a Participant or Beneficiary more than 90 days after the most recent
      valuation date may include interest on the amount of the distribution as an
      expense of the Trust Fund. The interest, if any, accrues from such valuation
      date to the date of the distribution at the rate the Employer specifies in
      its
      Adoption Agreement.





**(F)**  **Contributions
      Prior to Accrual.** If the
      Employer in its Adoption Agreement elects to impose one or more allocation
      conditions under Section 3.06 and the Employer contributes to the Plan amounts
      which at the time of the contribution have not accrued under the Plan terms
      ("pre-accrual contributions"), the Trustee will hold the pre-accrual
      contributions in the Trust and will invest such contributions as the Trustee
      determines, pending accrual and allocation to Participant Accounts. When the
      Plan Administrator allocates to Participants who have satisfied the Plan's
      allocation conditions the Employer's pre-accrual contributions, the Plan
      Administrator also will allocate the net income, gain or loss thereon pro rata
      in relation to each Participant's share of the pre-accrual
      contribution.





9.09  INDIVIDUAL
      STATEMENT .
      As soon
      as practicable after the Accounting Date of each Plan Year, but within the
      time
      prescribed by ERISA and the regulations under ERISA, the Plan Administrator
      will
      deliver to each Participant (and to each Beneficiary) a statement reflecting
      the
      condition of his/her Account Balance in the Trust as of that date and such
      other
      information ERISA requires be furnished the Participant or the Beneficiary.
      No
      Participant, except the Plan Administrator, has the right to inspect the records
      reflecting the Account of any other Participant.





9.10  ACCOUNT
      CHARGED .
      The
      Plan Administrator will charge a Participant's Account for all distributions
      made from that Account to the Participant, to his/her Beneficiary or to an
      alternate payee, including a disbursement payment for a Participant loan. The
      Plan Administrator, except as prohibited by the Code or ERISA, also will charge
      a Participant's Account for any reasonable administrative expenses incurred
      by
      the Plan directly related to that Account.





9.11  LOST
      PARTICIPANTS .
      If the
      Plan Administrator is unable to locate any Participant or Beneficiary whose
      Account becomes distributable under Article VI or under Section 13.06 (a "lost
      Participant"), the Plan Administrator will apply the provisions of this Section
      9.11.





**(A)**  **Attempt
      to Locate.** The
      Plan
      Administrator will use one or more of the following methods to attempt to locate
      a lost Participant: (1) provide a distribution notice to the lost Participant
      at
      his/her last known address by certified or registered mail; (2) use of the
      IRS
      letter forwarding program under Rev. Proc. 94-22; (3) use of a commercial
      locator service, the internet or other general search method; or (4) use of
      the
      Social Security Administration search program.





**(B)**  **Failure
      to Locate.** If a
      lost Participant remains unlocated for 6 months following the date of the Plan
      Administrator first attempts to locate the lost Participant using one or more
      of
      the methods described in Section 9.11(A), the Plan Administrator may forfeit
      the
      lost Participant's Account. If the Plan Administrator will forfeit the lost
      Participant's Account, the forfeiture occurs at the end of the above-described
      6
      month period and the Plan Administrator will allocate the forfeiture in
      accordance with Section 3.05. If a lost Participant whose Account was forfeited
      thereafter at any time but before the Plan has been terminated makes a claim
      for
      his/her forfeited Account, the Plan Administrator will restore the forfeited
      Account to the same dollar amount as the amount forfeited, unadjusted for net
      income, gains or losses occurring subsequent to the forfeiture. The Plan
      Administrator will make the restoration in the Plan Year in which the lost
      Participant makes the claim, first from the amount, if any, of Participant
      forfeitures the Plan Administrator otherwise would allocate for the Plan Year,
      then from the amount, if any, of Trust net income or gain for the Plan Year
      and
      last from the amount or additional amount the Employer contributes to the Plan
      for the Plan Year. The Plan Administrator will distribute the restored Account
      to the lost Participant not later than 60 days after the close of the Plan
      Year
      in which the Plan Administrator restores the forfeited Account. The Plan
      Administrator under this Section 9.11(B) will forfeit the entire Account of
      the
      lost Participant, including deferral contributions and Participant
      contributions.





**(C)**  **Nonexclusivity
      and Uniformity.** The
      provisions of Section 9.11 are intended to provide permissible but not exclusive
      means for the Plan Administrator to administer the Accounts of lost
      Participants. The Plan Administrator may utilize any other reasonable method
      to
      locate lost Participants and to administer the Accounts of lost Participants,
      including the default rollover




37


under
      Section 6.10(C) and such other methods as the Revenue Service or the U.S.
      Department of Labor ("DOL") may in the future specify. The Plan Administrator
      will apply Section 9.11 in a reasonable, uniform and nondiscriminatory manner,
      but may in determining a specific course of action as to a particular Account,
      reasonably take into account differing circumstances such as the amount of
      a
      lost Participant's Account, the expense in attempting to locate a lost
      Participant, the Plan Administrator's ability to establish and the expense
      of
      establishing a rollover IRA, and other factors. The Plan Administrator may
      charge to the Account of a lost Participant the reasonable expenses incurred
      under this Section 9.11 and which are associated with the lost Participant's
      Account.





9.12  PLAN
      CORRECTION .
      The
      Plan Administrator in conjunction with the Employer may undertake such
      correction of Plan errors as the Plan Administrator deems necessary, including
      correction to preserve tax qualification of the Plan under Code §401(a) or to
      correct a fiduciary breach under ERISA. Without limiting the Plan
      Administrator's authority under the prior sentence, the Plan Administrator,
      as
      it determines to be reasonable and appropriate, may undertake correction of
      Plan
      document, operational, demographic and employer eligibility failures under
      a
      method described in the Plan or under the Employee Plans Compliance Resolution
      System ("EPCRS") or any successor program to EPCRS. The Plan Administrator,
      as
      it determines to be reasonable and appropriate, also may undertake or assist
      the
      appropriate fiduciary or plan official in undertaking correction of a fiduciary
      breach, including correction under the Voluntary Fiduciary Correction Program
      ("VFC") or any successor program to VFC. If the Plan includes a 401(k)
      arrangement, the Plan Administrator to correct an operational error may require
      the Trustee to distribute from the Plan elective deferrals or vested matching
      contributions, including earnings, where such amounts result from an operational
      error other than a failure of Code §415, Code §402(g), a failure of the ADP or
      ACP tests, or a failure of the multiple use limitation.





9.13  NO
      RESPONSIBILITY FOR OTHERS .
      Except
      as required under ERISA, the Plan Administrator has no responsibility or
      obligation under the Plan to Participants or Beneficiaries for any act (unless
      the Plan Administrator also serves in such capacities) required of the Employer,
      the Trustee, the Custodian or of any other service provider to the Plan. The
      Plan Administrator is not responsible to collect any required plan contribution
      or to determine the correctness or deductibility or any Employer contribution.
      The Plan Administrator in administering the Plan is entitled to, but is not
      required to rely upon, information which a Participant, Beneficiary, Trustee,
      Custodian, the Employer, a Plan service provider or representatives thereof
      provide to the Plan Administrator.





9.14  NOTICE,
      DESIGNATION, ELECTION, CONSENT AND WAIVER .
      All
      notices under the Plan and all Participant or Beneficiary designations,
      elections, consents or waivers must be in writing and made in a form the Plan
      Administrator specifies or otherwise approves. To the extent permitted by
      Treasury regulations or other applicable guidance, any Plan notice, election,
      consent or waiver may be transmitted electronically. Any person entitled to
      notice under the Plan may waive the notice or shorten the notice period except
      as otherwise required by the Code or ERISA.





38





**ARTICLE
      X**


**TRUSTEE
      AND CUSTODIAN, POWERS AND DUTIES**







10.01  ACCEPTANCE .
      The
      Trustee accepts the Trust created under the Plan and agrees to perform the
      obligations imposed. The Trustee must provide bond for the faithful performance
      of its duties under the Trust to the extent required by ERISA.





10.02  RECEIPT
      OF CONTRIBUTIONS .
      The
      Trustee is accountable to the Employer for the Plan contributions made by the
      Employer, but the Trustee does not have any duty to ensure that the
      contributions received comply with the provisions of the Plan. The Trustee
      is
      not obliged to collect any contributions from the Employer, nor is the Trustee
      obliged to ensure that funds deposited with it are deposited according to the
      provisions of the Plan.




10.03  INVESTMENT
      POWERS .





**(A)**  **Discretionary
      Trustee Designation.** If the
      Employer, in its Adoption Agreement, designates the Trustee to administer the
      Trust as a discretionary Trustee, then the Trustee has full discretion and
      authority with regard to the investment of the Trust Fund, except with respect
      to a Plan asset under the control or the direction of a properly appointed
      Investment Manager or with respect to a Plan asset properly subject to Employer,
      or to Participant direction of investment. The Trustee must coordinate its
      investment policy with Plan financial needs as communicated to it by the Plan
      Administrator. The Trustee is authorized and empowered, but not by way of
      limitation, with the following powers, rights and duties:





(a)  To
      invest
      consistent with and subject to applicable law any part or all of the Trust
      Fund
      in any common or preferred stocks, open-end or closed-end mutual funds
      (including proprietary funds), put and call options traded on a national
      exchange, United States retirement plan bonds, corporate bonds, debentures,
      convertible debentures, commercial paper, U.S. Treasury bills, U.S. Treasury
      notes and other direct or indirect obligations of the United States Government
      or its agencies, improved or unimproved real estate situated in the United
      States, limited partnerships, insurance contracts of any type, mortgages, notes
      or other property of any kind, real or personal, to buy or sell options on
      common stock on a nationally recognized exchange with or without holding the
      underlying common stock, to open and to maintain margin accounts, to engage
      in
      short sales, to buy and sell commodities, commodity options and contracts for
      the future delivery of commodities, and to make any other investments the
      Trustee deems appropriate, as a prudent person would do under like circumstances
      with due regard for the purposes of this Plan. Any investment made or retained
      by the Trustee in good faith is proper but must be of a kind constituting a
      diversification considered by law suitable for trust investments.





(b)  To
      retain
      in cash so much of the Trust Fund as it may deem advisable to satisfy liquidity
      needs of the Plan and to deposit any cash held in the Trust Fund in a bank
      account at reasonable interest.





(c)  To
      invest, if the Trustee is a bank or similar financial institution supervised
      by
      the United States or by a state, in any type of deposit of the Trustee (or
      of a
      bank related to the Trustee within the meaning of Code §414(b)) at a reasonable
      rate of interest or in a common trust fund, as described in Code §584, or in a
      collective investment fund, the provisions of which govern the investment of
      such assets and which the Plan incorporates by this reference, which the Trustee
      (or its affiliate, as defined in Code §1504) maintains exclusively for the
      collective investment of money contributed by the bank (or the affiliate) in
      its
      capacity as trustee and which conforms to the rules of the Comptroller of the
      Currency.





(d)  To
      manage, sell, contract to sell, grant options to purchase, convey, exchange,
      transfer, abandon, improve, repair, insure, lease for any term even though
      commencing in the future or extending beyond the term of the Trust, and
      otherwise deal with all property, real or personal, in such manner, for such
      considerations and on such terms and conditions as the Trustee
      decides.





(e)  To
      credit
      and distribute the Trust Fund as directed by the Plan Administrator. The Trustee
      is not obliged to inquire as to whether any payee or distributee is entitled
      to
      any payment or whether the distribution is proper or within the terms of the
      Plan, or as to the manner of making any payment or distribution. The Trustee
      is
      accountable only to the Plan Administrator for any payment or distribution
      made
      by it in good faith on the order or direction of the Plan
      Administrator.





(f)  To
      borrow
      money, to assume indebtedness, extend mortgages and encumber by mortgage or
      pledge.





(g)  To
      compromise, contest, arbitrate or abandon claims and demands, in the Trustee's
      discretion.





(h)  To
      have
      with respect to the Trust all of the rights of an individual owner, including
      the power to exercise any and all voting rights associated with Trust assets,
      to
      give proxies, to participate in any voting trusts, mergers, consolidations
      or
      liquidations, to tender shares and to exercise or sell stock subscriptions
      or
      conversion rights.





(i)  To
      lease
      for oil, gas and other mineral purposes and to create mineral severances by
      grant or reservation; to pool or unitize interests in oil, gas and other
      minerals; and to enter into operating agreements and to execute division and
      transfer orders.





(j)  To
      hold
      any securities or other property in the name of the Trustee or its nominee,
      with
      depositories or agent depositories or in another form as it may deem best,
      with
      or without disclosing the trust relationship.





39


(k)  To
      perform any and all other acts in its judgment necessary or appropriate for
      the
      proper and advantageous management, investment and distribution of the
      Trust.





(l)  To
      retain
      any funds or property subject to any dispute without liability for the payment
      of interest, and to decline to make payment or delivery of the funds or property
      until a court of competent jurisdiction makes final adjudication.





(m)  To
      file
      all information and tax returns required of the Trustee.





(n)  To
      furnish to the Employer and to the Plan Administrator an annual statement of
      account showing the condition of the Trust Fund and all investments, receipts,
      disbursements and other transactions effected by the Trustee during the Plan
      Year covered by the statement and also stating the assets of the Trust held
      at
      the end of the Plan Year, which accounts are conclusive on all persons,
      including the Employer and the Plan Administrator, except as to any act or
      transaction concerning which the Employer of the Plan Administrator files with
      the Trustee written exceptions or objections within 90 days after the receipt
      of
      the accounts or for which ERISA authorizes a longer period within which to
      object.





(o)  To
      begin,
      maintain or defend any litigation necessary in connection with the
      administration of the Plan, except the Trustee is not obliged nor required
      to do
      so unless indemnified to its satisfaction.





**(B)**  **Nondiscretionary
      Trustee Designation/ Appointment of Custodian.** If the
      Employer, in its Adoption Agreement, designates the Trustee to administer the
      Trust as a nondiscretionary Trustee, then the Trustee will not have any
      discretion or authority with regard to the investment of the Trust Fund, but
      must act solely as a directed trustee of the funds contributed to it. A
      nondiscretionary Trustee, as directed trustee of the funds held by it under
      the
      Plan, is authorized and empowered, by way of limitation, with the following
      powers, rights and duties, each of which the nondiscretionary Trustee exercises
      solely as directed trustee in accordance with the written direction of the
      Named
      Fiduciary (except to the extent a Plan asset is subject to the control and
      the
      management of a properly appointed Investment Manager or subject to Employer
      or
      Participant direction of investment):





(a)  To
      invest
      any part or all of the Trust Fund in any common or preferred stocks, open-end
      or
      closed-end mutual funds (including proprietary funds), put and call options
      traded on a national exchange, United States retirement plan bonds, corporate
      bonds, debentures, convertible debentures, commercial paper, U.S. Treasury
      bills, U.S. Treasury notes and other direct or indirect obligations of the
      United States Government or its agencies, improved or unimproved real estate
      situated in the United States, limited partnerships, insurance contracts of
      any
      type, mortgages, notes or other property of any kind, real or personal, to
      buy
      or sell options on common stock on a nationally recognized options exchange
      with
      or without holding the underlying common stock, to open and to maintain margin
      accounts, to engage in short sales, to buy and sell commodities, commodity
      options and contracts for the future delivery of commodities, and to make any
      other investments the Named Fiduciary deems appropriate.





(b)  To
      retain
      in cash so much of the Trust Fund as the Named Fiduciary may direct in writing
      to satisfy liquidity needs of the Plan and to deposit any cash held in the
      Trust
      Fund in a bank account at reasonable interest.





(c)  To
      invest, if the Trustee is a bank or similar financial institution supervised
      by
      the United States or by a State, in any type of deposit of the Trustee (or
      of a
      bank related to the Trustee within the meaning of Code §414(b)) at a reasonable
      rate of interest or in a common trust fund, as described in Code §584, or in a
      collective investment fund, the provisions of which govern the investment of
      such assets and which the Plan incorporates by this reference, which the Trustee
      (or its affiliate, as defined in Code §1504) maintains exclusively for the
      collective investment of money contributed by the bank (or the affiliate) in
      its
      capacity as trustee and which conforms to the rules of the Comptroller of the
      Currency.





(d)  To
      sell,
      contract to sell, grant options to purchase, convey, exchange, transfer,
      abandon, improve, repair, insure, lease for any term even though commencing
      in
      the future or extending beyond the term of the Trust, and otherwise deal with
      all property, real or personal, in such manner, for such considerations and
      on
      such terms and conditions as the Named Fiduciary directs in
      writing.





(e)  To
      credit
      and distribute the Trust Fund as directed by the Plan Administrator. The Trustee
      is not obliged to inquire as to whether any payee or distributee is entitled
      to
      any payment or whether the distribution is proper or within the terms of the
      Plan, or as to the manner of making any payment or distribution. The Trustee
      is
      accountable only to the Plan Administrator for any payment or distribution
      made
      by it in good faith on the order or the direction of the Plan
      Administrator.





(f)  To
      borrow
      money, to assume indebtedness, extend mortgages and encumber by mortgage or
      pledge in accordance with and at the written direction of the Named
      Fiduciary.





(g)  To
      have
      with respect to the Trust all of the rights of an individual owner, including
      the power to exercise any and all voting rights associated with Trust assets,
      to
      give proxies, to participate in any voting trusts, mergers, consolidations
      or
      liquidations, to tender shares and to exercise or sell stock subscriptions
      or
      conversion rights, provided the exercise of any such powers is in accordance
      with and at the written direction of the Named Fiduciary.





40


(h)  To
      lease
      for oil, gas and other mineral purposes and to create mineral severances by
      grant or reservation; to pool or unitize interests in oil, gas and other
      minerals; and to enter into operating agreements and to execute division and
      transfer orders, provided the exercise of any such powers is in accordance
      with
      and at the written direction of the Named Fiduciary.





(i)  To
      hold
      any securities or other property in the name of the nondiscretionary Trustee
      or
      its nominee, with depositories or agent depositories or in another form as
      the
      Named Fiduciary may direct in writing, with or without disclosing the custodial
      relationship.





(j)  To
      retain
      any funds or property subject to any dispute without liability for the payment
      of interest, and to decline to make payment or delivery of the funds or property
      until a court of competent jurisdiction makes final adjudication.





(k)  To
      file
      all information and tax returns required of the Trustee.





(l)  To
      furnish to the Named Fiduciary, the Employer and the Plan Administrator an
      annual statement of account showing the condition of the Trust Fund and all
      investments, receipts, disbursements and other transactions effected by the
      nondiscretionary Trustee during the Plan Year covered by the statement and
      also
      stating the assets of the Trust held at the end of the Plan Year, which accounts
      are conclusive on all persons, including the Named Fiduciary, the Employer
      and
      the Plan Administrator, except as to any act or transaction concerning which
      the
      Named Fiduciary, the Employer or the Plan Administrator files with the
      nondiscretionary Trustee written exceptions or objections within 90 days after
      the receipt of the accounts or for which ERISA authorizes a longer period within
      which to object.





(m)  To
      begin,
      maintain or defend any litigation necessary in connection with the
      administration of the Plan, except the Trustee is not obliged nor required
      to do
      so unless indemnified to its satisfaction.





**Appointment
      of Custodian.** The
      Employer may appoint a Custodian under the Plan, the acceptance by the Custodian
      indicated on the execution page of the Adoption Agreement. If the Employer
      appoints a Custodian, the Plan must have a discretionary Trustee, as described
      in Section 10.03(A). A Custodian has the same powers, rights and duties as
      a
      nondiscretionary Trustee, as described in this Section 10.03(B). The Custodian
      accepts the terms of the Plan and Trust by executing the Adoption Agreement.
      Any
      reference in the Plan to a Trustee also is a reference to a Custodian where
      the
      context of the Plan dictates. A limitation of the Trustee's liability by Plan
      provision also acts as a limitation of the Custodian's liability. Any action
      taken by the Custodian at the discretionary Trustee's direction satisfies any
      provision in the Plan referring to the Trustee's taking that
      action.





**Modification
      of Powers/Limited Responsibility.** The
      Employer and the nondiscretionary Trustee (or the Custodian), in writing, may
      limit the powers of the Custodian or the nondiscretionary Trustee to any
      combination of powers listed within this Section 10.03(B). If there is a
      Custodian or a nondiscretionary Trustee under the Plan, then the Employer,
      in
      adopting this Plan acknowledges the Custodian or the nondiscretionary Trustee
      does not have any discretion with respect to the investment or the re-investment
      of the Trust Fund and the Custodian or the nondiscretionary Trustee is acting
      solely as a custodian or as a directed trustee with respect to the assets
      comprising the Trust Fund.





**(C)**  **Limitation
      of Powers of Certain Custodians.** If a
      Custodian is a bank which, under its governing state law, does not possess
      trust
      powers, then Paragraphs (a), (c) as it relates to common trust funds or
      collective investment funds, (d), (f), (g) and (h) of Section 10.03(B), Section
      10.17 and Article XI do not apply to that bank and that bank only has the power
      and the authority to exercise the remaining powers, rights and duties under
      Section 10.03(B).





**(D)**  **Named
      Fiduciary/Limitation of Liability of Nondiscretionary Trustee or
      Custodian.** The
      Named Fiduciary under the Plan has the sole responsibility for the management
      and the control of the Trust Fund, except with respect to a Plan asset under
      the
      control or the direction of a properly appointed Investment Manager or with
      respect to a Plan asset properly subject to Participant or Employer direction
      of
      investment. If the Employer appoints a discretionary Trustee, the Named
      Fiduciary is the discretionary Trustee. If the Employer appoints a Custodian,
      the Named Fiduciary is the discretionary Trustee. Under a nondiscretionary
      Trustee designation, unless the Employer designates in writing another person
      or
      persons to serve as Named Fiduciary, the Named Fiduciary under the Plan is
      the
      president of a corporate Employer, the managing partner of a partnership
      Employer, the managing member of a limited liability company Employer or the
      sole proprietor, as appropriate. The Named Fiduciary will exercise its
      management and control of the Trust Fund through its written direction to the
      nondiscretionary Trustee or to the Custodian, whichever applies to the
      Plan.




The
      nondiscretionary Trustee or the Custodian does not have any duty to review
      or to
      make recommendations regarding investments made at the written direction of
      the
      Named Fiduciary. The nondiscretionary Trustee or the Custodian must retain
      any
      investment obtained at the written direction of the Named Fiduciary until
      further directed in writing by the Named Fiduciary to dispose of such
      investment. The nondiscretionary Trustee or the Custodian is not liable in
      any
      manner or for any reason for making, retaining or disposing of any investment
      pursuant to any written direction of the Named Fiduciary. The Employer will
      indemnify, defend and hold the nondiscretionary Trustee or the Custodian
      harmless from any damages, costs or expenses, including reasonable attorneys'
      fees, which the nondiscretionary Trustee or the Custodian may incur as a result
      of any claim asserted against the nondiscretionary Trustee, the Custodian or
      the
      Trust arising out of the nondiscretionary Trustee's or Custodian's full and
      timely compliance with any written direction of the Named
      Fiduciary.





41


**(E)**  **Participant
      Loans.** This
      Section 10.03(E) specifically authorizes the Trustee to make loans on a
      nondiscriminatory basis to a Participant or to a Beneficiary in accordance
      with
      the loan policy established by the Plan Administrator, provided: (1) the loan
      policy satisfies the requirements of Section 9.04; (2) loans are available
      to
      all Participants and Beneficiaries on a reasonably equivalent basis and are
      not
      available in a greater amount for Highly Compensated Employees than for
      Nonhighly Compensated Employees; (3) any loan is adequately secured and bears
      a
      reasonable rate of interest; (4) the loan provides for repayment within a
      specified time (however, the loan policy may suspend loan payments pursuant
      to
      Code §414(u)(4)) or otherwise in accordance with applicable Treasury
      Regulations); (5) the default provisions of the note permit offset of the
      Participant's Vested Account Balance only at the time when the Participant
      has a
      distributable event under the Plan, but without regard to whether the
      Participant consents to distribution as otherwise may be required under Section
      6.01(A)(5); (6) the amount of the loan does not exceed (at the time the Plan
      extends the loan) the present value of the Participant's Vested Account Balance;
      and (7) the loan otherwise conforms to the exemption provided by Code
§4975(d)(1). The loan policy may provide a Participant's loan default is a
      distributable event with respect to the defaulted amount, irrespective of
      whether the Participant otherwise has incurred a distributable event at the
      time
      of default, except as to amounts which the Participant used to secure his/her
      loan which remain subject to distribution restrictions under Section 14.11
      or
      are money purchase pension plan or target benefit plan balances which may not
      be
      distributed in-service at the time of default. If the joint and survivor
      requirements of Article VI apply to the Participant, the Participant may not
      pledge any portion of his/her Account Balance as security for a loan unless,
      within the 90 day period ending on the date the pledge becomes effective, the
      Participant's spouse, if any, consents (in a manner described in Section 6.05
      other than the requirement relating to the consent of a subsequent spouse)
      to
      the security or, by separate consent, to an increase in the amount of
      security.





A
      Participant who is an Owner-Employee (including other persons described in
      Code
§4975(f)(6)), or who is a Shareholder-Employee may not receive a loan from the
      Plan, unless he/she has obtained a prohibited transaction exemption from the
      DOL.





**(F)**  **Investment
      in Qualifying Employer Securities and Qualifying Employer Real Property.** The
      Trustee (or as applicable, Investment Manager, Employer or Participant) may
      invest in qualifying Employer securities or in qualifying Employer real
      property, as defined in and as limited by ERISA. If the Employer's Plan is
      a
      profit sharing plan, the aggregate investments in qualifying Employer securities
      and in qualifying Employer real property may exceed 10% of the value of Plan
      assets, unless the Employer elects in its Adoption Agreement to restrict such
      investments to 10% (or to some other percentage which is less than 100%).
      Notwithstanding the foregoing, except where permitted under ERISA §407(b)(2), if
      the Plan includes a 401(k) arrangement, a participant's Deferral Contributions
      Account accumulated in Plan Years beginning after December 31, 1998, including
      earnings thereon, may not be invested more than 10% in qualifying employer
      securities and qualifying employer real property, unless such investments are
      directed by the Participant or the Participant's Beneficiary.





**(G)**  **Modifications
      to or Substitution of Trust.** The
      Employer in its Standardized Adoption Agreement may not amend any provision
      of
      Article X (or any other provision of the Plan related to the Trust) except
      to
      specify the Trust year, the names of the Plan, the Employer, the Trustee, the
      Custodian, the Plan Administrator, other fiduciaries or the name of any pooled
      trust in which the Trust will participate. The Employer in its Nonstandardized
      Adoption Agreement, in addition to the foregoing amendments, may amend or
      override the administrative provisions of Article X (or any other provision
      of
      the Plan related to the Trust), including provisions relating to Trust
      investment and Trustee duties. Any such amendment: (1) must not conflict with
      any other provisions of the Plan (except as expressly are intended to override
      an existing Trust provision); (2) must not cause the Plan to violate Code
§401(a); and (3) must be made in accordance with Rev. Proc. 2000-20 or any
      successor thereto. The Employer using either a Standardized or Nonstandardized
      Adoption Agreement to establish its Plan, subject to the conditions (1), (2)
      and
      (3) described above, may elect to substitute in place of Article X and the
      remaining trust provisions of the basic plan document, any other trust or
      custodial account agreement. All Section 10.03(G) Trust modifications or
      substitutions are subject to Section 13.02 and require the written consent
      or
      signature of the Trustee.





**(H)**  **Cofiduciary
      Liability.** Each
      fiduciary under the Plan is responsible solely for his/her or its own acts
      or
      omissions. A fiduciary does not have any liability for another fiduciary's
      breach of fiduciary responsibility with respect to the Plan and the Trust unless
      the fiduciary: (1) participates knowingly in or undertakes to conceal the
      breach; (2) has actual knowledge of the breach and fails to take reasonable
      remedial action to remedy the breach; or (3) through negligence in performing
      his/her or its own specific fiduciary responsibilities that give rise to
      fiduciary status, the fiduciary has enabled the other fiduciary to commit a
      breach of the latter's fiduciary responsibility.





10.04  RECORDS
      AND STATEMENTS .
      The
      records of the Trustee pertaining to the Plan must be open to the inspection
      of
      the Plan Administrator and the Employer at all reasonable times and may be
      audited from time to time by any person or persons as the Employer or Plan
      Administrator may specify in writing. The Trustee must furnish the Plan
      Administrator with whatever information relating to the Trust Fund the Plan
      Administrator considers necessary to perform its duties as Plan
      Administrator.





10.05  FEES
      AND EXPENSES FROM FUND .
      A
      Trustee or a Custodian will receive reasonable compensation as may be agreed
      upon from time to time between the Employer and the Trustee or the Custodian.
      No
      person who is receiving full pay from the Employer may receive compensation
      (except for reimbursement of Plan expenses) for services as Trustee or as
      Custodian. The Trustee will pay from the Trust Fund all fees and reasonable
      expenses incurred by the Plan, to the extent such fees and expenses are for
      the
      ordinary and necessary administration and operation of the Plan and are not
      "settlor expenses" as determined by the DOL unless the Employer pays such fees
      and expenses. Any fee or expense paid, directly or indirectly, by the Employer
      is not an Employer contribution to the Plan, provided the fee or the expense
      relates to the ordinary and necessary administration of the Trust
      Fund.





42


10.06  PARTIES
      TO LITIGATION .
      Except
      as otherwise provided by ERISA, a Participant or a Beneficiary is not a
      necessary party or required to receive notice of process in any court proceeding
      involving the Plan, the Trust Fund or any fiduciary of the Plan. Any final
      judgment entered in any such proceeding will be binding upon the Employer,
      the
      Plan Administrator, the Trustee, Custodian, Participants and Beneficiaries
      and
      upon their successors and assigns.





10.07  PROFESSIONAL
      AGENTS .
      The
      Trustee may employ and pay from the Trust Fund reasonable compensation to
      agents, attorneys, accountants and other persons to advise the Trustee as in
      its
      opinion may be necessary. The Trustee reasonably may delegate to any agent,
      attorney, accountant or other person selected by it any non-Trustee power or
      duty vested in it by the Plan, and the Trustee may reasonably act or refrain
      from acting on the advice or opinion of any agent, attorney, accountant or
      other
      person so selected.





10.08  DISTRIBUTION
      OF CASH OR PROPERTY .
      The
      Trustee will make Plan distributions in the form of cash except where: (1)
      the
      required form of distribution is a QJSA or QPSA which has not been waived;
      (2)
      the Plan is a restated Plan and under the prior Plan, distribution in the form
      of property ("in-kind distribution") is a Protected Benefit (3) the Plan
      Administrator adopts a written policy which provides for in-kind distribution;
      or (4) the Employer is terminating the Plan, and in the reasonable judgement
      of
      the Trustee, some or all Plan assets may not within a reasonable time for making
      final distribution of Plan assets, be liquidated to cash or may not be so
      liquidated without undue loss in value. The Plan Administrator's policy under
      clause (3) may restrict in-kind distributions to certain types of Trust
      investments or specify any other reasonable and nondiscriminatory condition
      or
      restriction applicable to in-kind distributions. Under clause (4), the Trustee
      will make Plan termination distributions to Participants and Beneficiaries
      in
      cash, in-kind or in a combination of these forms, in a reasonable and
      nondiscriminatory manner which may take into account the preferences of the
      distributees. All in-kind distributions will be made based on the current fair
      market value of the property, as determined by the Trustee.





10.09  PARTICIPANT
      OR BENEFICIARY INCAPACITATED .
      If, in
      the opinion of the Plan Administrator or of the Trustee, a Participant or
      Beneficiary entitled to a Plan distribution is not able to care for his/her
      affairs because of a mental condition, a physical condition, or by reason of
      age, at the direction of the Plan Administrator the Trustee may make the
      distribution to the Participant's or Beneficiary's guardian, conservator,
      trustee, custodian (including under a Uniform Transfers or Gifts to Minors
      Act)
      or to his/her attorney-in-fact or to other legal representative upon furnishing
      evidence of such status satisfactory to the Plan Administrator and to the
      Trustee. The Plan Administrator and the Trustee do not have any liability with
      respect to payments so made and neither the Plan Administrator nor the Trustee
      has any duty to make inquiry as to the competence of any person entitled to
      receive payments under the Plan.





10.10  DISTRIBUTION
      DIRECTIONS .
      The
      Trustee must promptly notify the Plan Administrator of any unclaimed Plan
      distribution and then dispose of the distribution in accordance with the Plan
      Administrator's subsequent direction.





10.11  THIRD
      PARTY RELIANCE .
      A
      person dealing with the Trustee is not obligated to see to the proper
      application of any money paid or property delivered to the Trustee, or to
      inquire whether the Trustee has acted pursuant to any of the terms of the Plan.
      Each person dealing with the Trustee may act upon any notice, request or
      representation in writing by the Trustee, or by the Trustee's duly authorized
      agent, and is not liable to any person in so acting. The certificate of the
      Trustee that it is acting in accordance with the Plan is conclusive in favor
      of
      any person relying on the certificate.





10.12  MULTIPLE
      TRUSTEES .
      If more
      than two persons act as Trustee, a decision of the majority of such persons
      controls with respect to any decision regarding the administration or the
      investment of the Trust Fund or of any portion of the Trust Fund with respect
      to
      which such persons act as Trustee. If there is more than one Trustee, the
      Trustees jointly will manage and control the assets of the Trust Fund. However,
      the Trustees may allocate among themselves specific responsibilities or
      obligations or may authorize one or more of them, either individually or in
      concert, to exercise any or all of the powers granted to the Trustee under
      Article X. In addition, the signature of only one Trustee is necessary to effect
      any transaction on behalf of the Trust.





10.13  RESIGNATION
      AND REMOVAL .
      The
      Trustee or the Custodian may resign its position by giving written notice to
      the
      Employer and to the Plan Administrator. The Trustee's notice must specify the
      effective date of the Trustee's resignation, which date must be at least 30
      days
      following the date of the Trustee's notice, unless the Employer consents in
      writing to shorter notice.





The
      Employer may remove a Trustee or a Custodian by giving written notice to the
      effected party. The Employer's notice must specify the effective date of removal
      which date must be at least 30 days following the date of the Employer's notice,
      except where the Employer reasonably determines a shorter notice period or
      immediate removal is necessary to protect Plan assets.





In
      the
      event of the resignation or the removal of a Trustee, where no other Trustee
      continues to service, the Employer must appoint a successor Trustee if it
      intends to continue the Plan. If two or more persons hold the position of
      Trustee, in the event of the removal of one such person, during any period
      the
      selection of a replacement is pending, or during any period such person is
      unable to serve for any reason, the remaining person or persons will act as
      the
      Trustee. If the Employer fails to appoint a successor Trustee as of the
      effective date of the Trustee resignation or removal and no other Trustee
      remains, the Trustee will treat the Employer as having appointed itself as
      Trustee and as having filed the Employer's acceptance of appointment as
      successor Trustee with the former Trustee. If state law prohibits the Employer
      from serving as successor Trustee, the appointed successor Trustee is the
      president of a corporate Employer, the managing partner of a partnership
      Employer, the managing






43


member
      of
      a limited liability company Employer or the sole proprietor, as appropriate.
      If
      the Employer removes and does not replace a Custodian, the discretionary Trustee
      will assume possession of Plan assets held by the former Custodian.





10.14  SUCCESSOR
      TRUSTEE ACCEPTANCE .
      Each
      successor Trustee succeeds its predecessor Trustee by accepting in writing
      its
      appointment as successor Trustee and by filing the acceptance with the former
      Trustee and the Plan Administrator without the signing or filing of any further
      statement. The resigning or removed Trustee, upon receipt of acceptance in
      writing of the Trust by the successor Trustee, must execute all documents and
      do
      all acts necessary to vest the title of record in any successor Trustee. Each
      successor Trustee has and enjoys all of the powers, both discretionary and
      ministerial, conferred under the Plan upon its predecessor. A successor Trustee
      is not personally liable for any act or failure to act of any predecessor
      Trustee, except as required under ERISA. With the approval of the Employer
      and
      the Plan Administrator, a successor Trustee, with respect to the Plan, may
      accept the account rendered and the property delivered to it by a predecessor
      Trustee without liability.





10.15  VALUATION
      OF TRUST .
      The
      Trustee must value the Trust Fund as of each Accounting Date to determine the
      fair market value of each Participant's Account Balance in the Trust. The
      Trustee also must value the Trust Fund on such other valuation dates as directed
      in writing by the Plan Administrator or as the Adoption Agreement may
      require.





10.16  LIMITATION
      ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY
      APPOINTED .
      The
      Trustee is not liable for the acts or omissions of any Investment Manager the
      Plan Administrator may appoint, nor is the Trustee under any obligation to
      invest or otherwise to manage any asset of the Trust Fund which is subject
      to
      the management of a properly appointed Investment Manager. The Plan
      Administrator, the Trustee and any properly appointed Investment Manager may
      execute a written agreement as a part of this Plan delineating the duties,
      responsibilities and liabilities of the Investment Manager with respect to
      any
      part of the Trust Fund under the control of the Investment Manager.





The
      limitation on liability described in this Section 10.16 also applies to the
      acts
      or omissions of any ancillary trustee or independent fiduciary properly
      appointed under Section 10.18. However, if a discretionary Trustee, pursuant
      to
      the delegation described in Section 10.18, appoints an ancillary trustee, the
      discretionary Trustee is responsible for the periodic review of the ancillary
      trustee's actions and must exercise its delegated authority in accordance with
      the terms of the Plan and in a manner consistent with ERISA. The Employer,
      the
      discretionary Trustee and an ancillary trustee may execute a written agreement
      as a part of this Plan delineating any indemnification agreement among the
      parties.





10.17  INVESTMENT
      IN GROUP TRUST FUND .
      The
      Employer, by adopting this Plan, specifically authorizes the Trustee to invest
      all or any portion of the assets comprising the Trust Fund in any group trust
      fund which at the time of the investment provides for the pooling of the assets
      of plans qualified under Code §401(a). This authorization applies solely to a
      group trust fund exempt from taxation under Code §501(a) and the trust agreement
      of which satisfies the requirements of Revenue Ruling 81-100, or any successor
      thereto. The provisions of the group trust fund agreement, as amended from
      time
      to time, are by this reference incorporated within this Plan and Trust. The
      provisions of the group trust fund will govern any investment of Plan assets
      in
      that fund. The Employer must specify in an Addendum to its Adoption Agreement
      the group trust fund(s) to which this authorization applies. If the Trustee
      is
      acting as a nondiscretionary Trustee, the investment in the group trust fund
      is
      available only in accordance with a proper direction, by the Named Fiduciary,
      in
      accordance with Section 10.03(B). Pursuant to Paragraph (c) of Section 10.03(A),
      a Trustee has the authority to invest in certain common trust funds and
      collective investment funds without the need for the authorizing Addendum
      described in this Section 10.17.





Furthermore,
      at the Employer's direction, the Trustee, for collective investment purposes,
      may combine into one trust fund the Trust created under this Plan with the
      trust
      created under any other qualified retirement plan the Employer maintains.
      However, the Trustee must maintain separate records of account for the assets
      of
      each Trust in order to reflect properly each Participant's Account Balance
      under
      the qualified plans in which he/she is a participant.





10.18  APPOINTMENT
      OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY .
      The
      Employer, in writing, may appoint any qualified person in any state to act
      as
      ancillary trustee with respect to a designated portion of the Trust Fund,
      subject to any consent required under Section 1.33. An ancillary trustee must
      acknowledge in writing its acceptance of the terms and conditions of its
      appointment as ancillary trustee and its fiduciary status under ERISA. The
      ancillary trustee has the rights, powers, duties and discretion as the Employer
      may delegate, subject to any limitations or directions specified in the
      agreement appointing the ancillary trustee and to the terms of the Plan or
      of
      ERISA. The investment powers delegated to the ancillary trustee may include
      any
      investment powers available under Section 10.03. The delegated investment powers
      may include the right to invest any portion of the assets of the Trust Fund
      in a
      common trust fund, as described in Code §584, or in any collective investment
      fund, the provisions of which govern the investment of such assets and which
      the
      Plan incorporates by this reference, but only if the ancillary trustee is a
      bank
      or similar financial institution supervised by the United States or by a state
      and the ancillary trustee (or its affiliate, as defined in Code §1504) maintains
      the common trust fund or collective investment fund exclusively for the
      collective investment of money contributed by the ancillary trustee (or its
      affiliate) in a trustee capacity and which conforms to the rules of the
      Comptroller of the Currency. The Employer also may appoint as an ancillary
      trustee, the trustee of any group trust fund designated for investment pursuant
      to the provisions of Section 10.17.





The
      ancillary trustee may resign its position and the Employer may remove an
      ancillary trustee as provided in Section 10.13 regarding resignation and removal
      of the Trustee or Custodian. In the event of such resignation or removal, the
      Employer may appoint another ancillary trustee or may return the assets to
      the
      control and management of the Trustee. The Employer may




44


delegate
      its responsibilities under this Section 10.18 to a discretionary Trustee under
      the Plan, but not to a nondiscretionary Trustee or to a Custodian, subject
      to
      the acceptance by the discretionary Trustee of that delegation.





If
      the
      DOL requires engagement of an independent fiduciary to have control or
      management of all or a portion of the Trust Fund, the Employer will appoint
      such
      independent fiduciary, as directed by the DOL. The independent fiduciary will
      have the duties, responsibilities and powers prescribed by the DOL and will
      exercise those duties, responsibilities and powers in accordance with the terms,
      restrictions and conditions established by the DOL and, to the extent not
      inconsistent with ERISA, the terms of the Plan. The independent fiduciary must
      accept its appointment in writing and must acknowledge its status as a fiduciary
      of the Plan.





45





**ARTICLE
      XI**


**PROVISIONS
      RELATING TO INSURANCE AND INSURANCE COMPANY**




11.01  INSURANCE
      BENEFIT .
      The
      Employer may elect to provide incidental life insurance benefits for insurable
      Participants who consent to life insurance benefits by executing the appropriate
      insurance company application form. The Trustee will not purchase any incidental
      life insurance benefit for any Participant prior to a contribution allocation
      to
      the Participant's Account. At an insured Participant's written direction, the
      Trustee will use all or any portion of the Participant's Employee contributions,
      if any, to pay insurance premiums covering the Participant's life. This Section
      11.01 also authorizes (except if the Plan is a money purchase pension plan)
      the
      purchase of life insurance, for the benefit of the Participant, on the life
      of a
      family member of the Participant or on any person in whom the Participant has
      an
      insurable interest. However, if the policy is on the joint lives of the
      Participant and another person, the Trustee may not maintain that policy if
      the
      other person predeceases the Participant.





The
      Employer will direct the Trustee as to the insurance company and insurance
      agent
      through which the Trustee is to purchase the insurance contracts, the amount
      of
      the coverage and the applicable dividend plan. Each application for a policy,
      and the policies themselves, must designate the Trustee as sole owner, with
      the
      right reserved to the Trustee to exercise any right or option contained in
      the
      policies, subject to the terms and provisions of this Plan. The Trustee must
      be
      the named beneficiary for the Account of the insured Participant. Proceeds
      of
      insurance contracts paid to the Participant's Account under this Article XI
      are
      subject to the distribution requirements of Article VI. The Trustee will not
      retain any such proceeds for the benefit of the Trust.





The
      Trustee will charge the premiums on any incidental benefit insurance contract
      covering the life of a Participant against the Account of that Participant
      and
      will treat the insurance contract as a directed investment of the Participant's
      Account, even if the Plan otherwise does not permit a Participant to direct
      the
      investment of his/her own Account. The Trustee will hold all incidental benefit
      insurance contracts issued under the Plan as assets of the Trust created and
      maintained under the Plan.





**(A)**  **Incidental
      insurance benefits.** The
      aggregate of life insurance premiums paid for the benefit of a Participant,
      at
      all times, may not exceed the following percentages of the aggregate of the
      Employer's contributions (including Deferral Contributions and forfeitures)
      allocated to any Participant's Account: (i) 49% in the case of the purchase
      of
      ordinary life insurance contracts; or (ii) 25% in the case of the purchase
      of
      term life insurance or universal life insurance contracts. If the Trustee
      purchases a combination of ordinary life insurance contract(s) and term life
      insurance or universal life insurance contract(s), then the sum of one-half
      of
      the premiums paid for the ordinary life insurance contract(s) and the premiums
      paid for the term life insurance or universal life insurance contract(s) may
      not
      exceed 25% of the Employer contributions allocated to any Participant's
      Account.





**(B)**  **Exception
      for certain profit sharing plans.** If the
      Plan is a profit sharing plan, the incidental insurance benefits requirement
      does not apply to the Plan if the Plan purchases life insurance benefits only
      from Employer contributions accumulated in the Participant's Account for at
      least two years (measured from the allocation date).





**(C)**  **Exception
      for other amounts.** The
      incidental insurance benefits requirement does not apply to life insurance
      purchased with Employee contributions, rollover contributions, or earnings
      on
      Employer contributions.





11.02  LIMITATION
      ON LIFE INSURANCE PROTECTION .
      The
      Trustee will not continue any life insurance protection for any Participant
      beyond his/her annuity starting date as defined in Section 6.01(A)(4). If the
      Trustee holds any incidental benefit insurance contract(s) for the benefit
      of a
      Participant when he/she terminates his/her employment (other than by reason
      of
      death), the Trustee must proceed as follows:





(a)  If
      the
      entire cash value of the contract(s) is Vested in the terminating Participant,
      or if the contract(s) will not have any cash value at the end of the policy
      year
      in which Separation from Service occurs, the Trustee will transfer the
      contract(s) to the Participant endorsed so as to vest in the transferee all
      right, title and interest to the contract(s), free and clear of the Trust;
      subject however, to restrictions as to surrender or payment of benefits as
      the
      issuing insurance company may permit and as the Plan Administrator
      directs;





(b)  If
      only
      part of the cash value of the contract(s) is Vested in the terminating
      Participant, the Trustee, to the extent the Participant's interest in the cash
      value of the contract(s) is not Vested, may adjust the Participant's interest
      in
      the value of his/her Account attributable to Trust assets other than incidental
      benefit insurance contracts and proceed as in (a), or the Trustee must effect
      a
      loan from the issuing insurance company on the sole security of the contract(s)
      for an amount equal to the difference between the cash value of the contract(s)
      at the end of the policy year in which termination of employment occurs and
      the
      amount of the cash value that is Vested in the terminating Participant, and
      the
      Trustee must transfer the contract(s) endorsed so as to vest in the transferee
      all right, title and interest to the contract(s), free and clear of the Trust;
      subject however, to the restrictions as to surrender or payment of benefits
      as
      the issuing insurance company may permit and the Plan Administrator
      directs;





(c)  If
      no
      part of the cash value of the contract(s) is Vested in the terminating
      Participant, the Trustee must surrender the contract(s) for cash proceeds as
      may
      be available.





In
      accordance with the written direction of the Plan Administrator, the Trustee
      will make any transfer of contract(s) under this Section 11.02 on the
      Participant's annuity starting date (or as soon as administratively practicable
      after that date). The Trustee may not transfer any contract under this Section
      11.02 which contains a method of payment not specifically authorized by Article




46




VI
      or
      which fails to comply with the joint and survivor annuity requirements, if
      applicable, of Article VI. In this regard, the Trustee either must convert
      such
      a contract to cash and distribute the cash instead of the contract, or before
      making the transfer, must require the issuing company to delete the unauthorized
      method of payment option from the contract.





11.03  DEFINITIONS .
      For
      purposes of this Article XI:





(a)  "Policy"
      means an ordinary life, term life or universal life insurance contract issued
      by
      an insurer on the life of a Participant.





(b)  "Issuing
      insurance company" is any life insurance company which has issued a policy
      upon
      application by the Trustee under the terms of this Plan.





(c)  "Contract"
      or "Contracts" means a policy of insurance. In the event of any conflict between
      the provisions of this Plan and the terms of any contract or policy of insurance
      issued in accordance with this Article XI, the provisions of the Plan
      control.





(d)  "Insurable
      Participant" means a Participant to whom an insurance company, upon an
      application being submitted in accordance with the Plan, will issue insurance
      coverage, either as a standard risk or as a risk in an extra mortality
      classification.





11.04  DIVIDEND
      PLAN .
      The
      dividend plan is premium reduction unless the Plan Administrator directs the
      Trustee to the contrary. The Trustee must use all dividends for a contract
      to
      purchase insurance benefits or additional insurance benefits for the Participant
      on whose life the insurance company has issued the contract. Furthermore, the
      Trustee must arrange, where possible, for all policies issued on the lives
      of
      Participants under the Plan to have the same premium due date and all ordinary
      life insurance contracts to contain guaranteed cash values with as uniform
      basic
      options as are possible to obtain. The term "dividends" includes policy
      dividends, refunds of premiums and other credits.





11.05  INSURANCE
      COMPANY NOT A PARTY TO AGREEMENT .
      No
      insurance company, solely in its capacity as an issuing insurance company,
      is a
      party to this Plan nor is the company responsible for its validity.





11.06  NO
      RESPONSIBILITY FOR OTHERS .
      Except
      as required by ERISA, an issuing insurance company has no responsibility or
      obligation under the Plan to Participants or Beneficiaries for any act (unless
      the insurance company also serves in such capacities) required of the Employer,
      the Plan Administrator, the Trustee, the Custodian or any other service provider
      to the Plan. No insurance company, solely in its capacity as an issuing
      insurance company, need examine the terms of this Plan. For the purpose of
      making application to an insurance company and in the exercise of any right
      or
      option contained in any policy, the insurance company may rely upon the
      signature of the Trustee and is held harmless and completely discharged in
      acting at the direction and authorization of the Trustee. An insurance company
      is discharged from all liability for any amount paid to the Trustee or paid
      in
      accordance with the direction of the Trustee, and is not obliged to see to
      the
      distribution or further application of any moneys the insurance company so
      pays.





11.07


DUTIES
      OF INSURANCE COMPANY .
      Each
      insurance company must keep such records, make such identification of contracts,
      funds and accounts within funds, and supply such information as may be necessary
      for the proper administration of the Plan under which it is carrying insurance
      benefits.





*Note:* The
      provisions of this Article XI are not applicable, and the Plan may not invest
      in
      insurance contracts, if a Custodian signatory to the Adoption Agreement is
      a
      bank which does not have trust powers from its governing state banking
      authority.





47




**ARTICLE
      XII**


**TOP-HEAVY
      PROVISIONS**





12.01  DETERMINATION
      OF TOP-HEAVY STATUS .
      If this
      Plan is the only qualified plan maintained by the Employer, the Plan is
      top-heavy for a Plan Year if the top-heavy ratio as of the Determination Date
      exceeds 60%. The top-heavy ratio is a fraction, the numerator of which is the
      sum of the Account Balances of all Key Employees as of the Determination Date
      and the denominator of which is a similar sum determined for all
      Employees.





The
      Plan
      Administrator must include in the top-heavy ratio, as part of the Account
      Balances, any contribution not made as of the Determination Date but includible
      under Code §416 and the applicable Treasury regulations, and distributions made
      within the Determination Period. The Plan Administrator must calculate the
      top-heavy ratio by disregarding the Account Balance (and distributions, if
      any,
      of the Account Balance) of any Non-Key Employee who was formerly a Key Employee,
      and by disregarding the Account Balance (including distributions, if any, of
      the
      Account Balance) of an individual who has not received credit for at least
      one
      Hour of Service with the Employer during the Determination Period. The Plan
      Administrator must calculate the top-heavy ratio, including the extent to which
      it must take into account distributions, rollovers and transfers, in accordance
      with Code §416 and the regulations under that Code section.





If
      the
      Employer maintains other qualified plans (including a simplified employee
      pension plan), or maintained another such plan now terminated, this Plan is
      top-heavy only if it is part of the Required Aggregation Group, and the
      top-heavy ratio for the Required Aggregation Group and for the Permissive
      Aggregation Group, if any, each exceeds 60%. The Plan Administrator will
      calculate the top-heavy ratio in the same manner as required by the first two
      paragraphs of this Section 12.01, taking into account all plans within the
      Aggregation Group. To the extent the Plan Administrator must take into account
      distributions to a Participant, the Plan Administrator must include
      distributions from a terminated plan which would have been part of the Required
      Aggregation Group if it were in existence on the Determination Date. The Plan
      Administrator will calculate the present value of accrued benefits under defined
      benefit plans or the account balances under simplified employee pension plans
      included within the group in accordance with the terms of those plans, Code
§416
      and the regulations under that Code section.





If
      a
      Participant in a defined benefit plan is a Non-Key Employee, the Plan
      Administrator will determine his/her accrued benefit under the accrual method,
      if any, which is applicable uniformly to all defined benefit plans maintained
      by
      the Employer or, if there is no uniform method, in accordance with the slowest
      accrual rate permitted under the fractional rule accrual method described in
      Code §411(b)(1)(C). If the Employer maintains a defined benefit plan, the Plan
      Administrator will use the actuarial assumptions (interest and mortality only)
      stated in that plan to calculate the present value of benefits from that defined
      benefit plan. If an aggregated plan does not have a valuation date coinciding
      with the Determination Date, the Plan Administrator must value the Account
      Balance in the aggregated plan as of the most recent valuation date falling
      within the twelve-month period ending on the Determination Date, except as
      Code
§416 and applicable Treasury regulations require for the first and for the
      second plan year of a defined benefit plan. The Plan Administrator will
      calculate the top-heavy ratio with reference to the Determination Dates that
      fall within the same calendar year. The top-heavy provisions of the Plan apply
      only for Plan Years in which Code §416 requires application of the top-heavy
      rules.





12.02  DEFINITIONS .
      For
      purposes of applying the top-heavy provisions of the Plan:





(a)  "Compensation"
      means Compensation as determined under Section 3.18(b) for Code §415 purposes
      and includes Compensation for the entire Plan Year.





(b)  "Determination
      Date" means for any Plan Year, the Accounting Date of the preceding Plan Year
      or, in the case of the first Plan Year of the Plan, the Accounting Date of
      that
      Plan Year.





(c)  "Determination
      Period" means the 5-year period ending on the Determination Date.





(d)  "Employer"
      means the Employer that adopts this Plan and any Related Employer.





(e)  "Key
      Employee" means, as of any Determination Date, any Employee or former Employee
      (or Beneficiary of such Employee) who, at any time during the Determination
      Period: (i) has Compensation in excess of 50% of the dollar amount prescribed
      in
      Code §415(b)(1)(A) (relating to defined benefit plans) and is an officer of the
      Employer; (ii) has Compensation in excess of the dollar amount prescribed in
      Code §415(c)(1)(A) (relating to defined contribution plans), owns a more than
      1/2% interest in the Employer and is one of the Employees owning the ten largest
      interests in the Employer; (iii) is a more than 5% owner of the Employer; or
      (iv) is a more than 1% owner of the Employer and has Compensation of more than
      $150,000. The constructive ownership rules of Code §318 (or the principles of
      that Code section, in the case of an unincorporated Employer,) will apply to
      determine ownership in the Employer. The number of officers taken into account
      under clause (i) will not exceed the greater of 3 or 10% of the total number
      (after application of the Code §414(q) exclusions) of Employees, but no more
      than 50 officers. The Plan Administrator will make the determination of who
      is a
      Key Employee in accordance with Code §416(i)(1) and the regulations under that
      Code section.





(f)  "Non-Key
      Employee" means an Employee who does not meet the definition of Key
      Employee.





48


(g)  "Participant"
      means any Employee otherwise eligible to participate in the Plan but who is
      not
      entitled to receive any allocation under the Plan (or would have received a
      lesser allocation) for the Plan Year because of his/her Compensation level
      or
      because of his/her failure: (i) to make elective deferrals under a 401(k)
      arrangement; (ii) to make Employee contributions; or (iii) to complete 1,000
      Hours of Service or any other service requirement the Employer specifies in
      its
      Adoption Agreement as a condition to receive an allocation except for employment
      on the last day of the Plan Year.





(h)  "Permissive
      Aggregation Group" means the Required Aggregation Group plus any other qualified
      plans maintained by the Employer, but only if such group would satisfy in the
      aggregate the nondiscrimination requirements of Code §401(a)(4) and the coverage
      requirements of Code §410. The Plan Administrator will determine the Permissive
      Aggregation Group.





(i)  "Required
      Aggregation Group" means: (i) each qualified plan of the Employer in which
      at
      least one Key Employee participates or participated at any time during the
      Determination Period (including terminated plans); and (ii) any other qualified
      plan of the Employer which enables a plan described in clause (i) to meet the
      requirements of Code §401(a)(4) or of Code §410.





12.03  TOP-HEAVY
      MINIMUM ALLOCATION .
      The
      top-heavy minimum allocation requirement applies to the Plan only in a Plan
      Year
      for which the Plan is top-heavy. If the Plan is top-heavy in any Plan
      Year:





(a)  Each
      Non-Key Employee who is a Participant (as described in Section 12.02(g)) and
      employed by the Employer on the last day of the Plan Year will receive a
      top-heavy minimum allocation for that Plan Year.





(b)  The
      top-heavy minimum allocation is equal to the lesser of 3% of the Non-Key
      Employee's Compensation for the Plan Year or the highest contribution rate
      for
      the Plan Year made on behalf of any Key Employee. However, if a defined benefit
      plan maintained by the Employer which benefits a Key Employee depends on this
      Plan to satisfy the nondiscrimination rules of Code §401(a)(4) or the coverage
      rules of Code §410 (or another plan benefiting the Key Employee so depends on
      such defined benefit plan), the top-heavy minimum allocation is 3% of the
      Non-Key Employee's Compensation regardless of the contribution rate for the
      Key
      Employees.





(c)  If,
      for a
      Plan Year, there are no allocations of Employer contributions or of forfeitures
      for any Key Employee, the Plan does not require any top-heavy minimum allocation
      for the Plan Year, unless a top-heavy minimum allocation applies because of
      the
      maintenance by the Employer of more than one plan.





12.04  DETERMINING
      TOP-HEAVY CONTRIBUTION RATES .
      In
      determining under Section 12.03(b) the highest contribution rate for any Key
      Employee, the Plan Administrator takes into account all Employer contributions
      (including deferral contributions and including matching contributions but
      not
      including Employer contributions to Social Security) and forfeitures allocated
      to the Participant's Account for the Plan Year, divided by his/her Compensation
      for the entire Plan Year. For purposes of satisfying the Employer's top-heavy
      minimum allocation requirement, the Plan Administrator disregards the elective
      deferrals and matching contributions allocated to a Non-Key Employee's Account
      in determining the Non-Key Employee's contribution rate. However, the Plan
      Administrator operationally may include in the contribution rate of a Non-Key
      Employee any matching contributions not necessary to satisfy the
      nondiscrimination requirements of Code §401(k) or of Code §401(m).





To
      determine a Participant's contribution rate, the Plan Administrator must treat
      all qualified top-heavy defined contribution plans maintained by the Employer
      (or by any Related Employer) as a single plan.





12.05  PLAN
      WHICH WILL SATISFY TOP-HEAVY .
      The
      Plan will satisfy the top-heavy minimum allocation requirement in accordance
      with the following requirements:





(a)  If
      the
      Employer makes the top-heavy minimum allocation to this Plan, the Employer
      will
      make any necessary additional contribution to this Plan. The Plan Administrator
      first will allocate the Employer contributions (and Participant forfeitures,
      if
      any) for the Plan Year in accordance with the provisions of Adoption Agreement
      Section 3.04. The Employer then will contribute an additional amount for the
      Account of any Participant entitled under Section 12.03 to a top-heavy minimum
      allocation and whose contribution rate for the Plan Year, under this Plan and
      any other plan aggregated under Section 12.02, is less than the top-heavy
      minimum allocation. The additional amount is the amount necessary to increase
      the Participant's contribution rate to the top-heavy minimum allocation. The
      Plan Administrator will allocate the additional contribution to the Account
      of
      the Participant on whose behalf the Employer makes the
      contribution.





(b)  If
      the
      Employer makes the top-heavy minimum allocation under another plan, this Plan
      does not provide the top-heavy minimum allocation and the Plan Administrator
      will allocate the annual Employer contributions (and Participant forfeitures)
      under the Plan solely in accordance with the allocation method selected under
      Adoption Agreement Section 3.04.





12.06  TOP-HEAVY
      VESTING .
      If the
      Plan is top-heavy and the Employer in its Adoption Agreement does not elect
      immediate vesting, the Employer must elect a top-heavy (or modified top-heavy)
      vesting schedule. The specified top-heavy vesting schedule applies to the Plan's
      first top-heavy Plan Year and to all subsequent Plan Years, except as the
      Employer otherwise elects in its Adoption Agreement. If the Employer elects
      in
      its Adoption Agreement to apply the specified top-heavy vesting schedule only
      in
      Plan Years in which the Plan is top-heavy, any change in the Plan's vesting
      schedule resulting from this election is subject to Section 5.11.





49





**ARTICLE
      XIII**


**EXCLUSIVE
      BENEFIT, AMENDMENT, TERMINATION**






13.01  EXCLUSIVE
      BENEFIT .
      Except
      as provided under Article III, the Employer does not have any beneficial
      interest in any asset of the Trust Fund and no part of any asset in the Trust
      Fund may ever revert to or be repaid to the Employer, either directly or
      indirectly; nor, prior to the satisfaction of all liabilities with respect
      to
      the Participants and their Beneficiaries under the Plan, may any part of the
      corpus or income of the Trust Fund, or any asset of the Trust Fund, be (at
      any
      time) used for, or diverted to, purposes other than the exclusive benefit of
      the
      Participants or their Beneficiaries and for defraying reasonable expenses of
      administering the Plan.





However,
      if the Commissioner of Internal Revenue, upon the Employer's application for
      initial approval of this Plan, determines the Trust created under the Plan
      is
      not a qualified trust exempt from Federal income tax, then (and only then)
      the
      Trustee, upon written notice from the Employer, will return the Employer's
      contributions (and the earnings thereon) to the Employer. The immediately
      preceding sentence applies only if the Employer makes the application for the
      determination by the time prescribed by law for filing the Employer's tax return
      for the taxable year in which the Employer adopted the Plan, or by such later
      date as the Internal Revenue Service may prescribe. The Trustee must make the
      return of the Employer contribution under this Section 13.01 within one year
      of
      a final disposition of the Employer's request for initial approval of the Plan.
      The Employer's Plan and Trust will terminate upon the Trustee's return of the
      Employer's contributions.





13.02  AMENDMENT
      BY EMPLOYER .
      The
      Employer, consistent with this Section 13.02 and other applicable Plan
      provisions, has the right, at any time:





(a)  To
      amend
      the elective provisions of the Adoption Agreement in any manner it deems
      necessary or advisable;





(b)  To
      add
      overriding language in the Adoption Agreement to satisfy Code §§415 or 416
      because of the required aggregation of multiple plans; and





(c)  To
      add
      model amendments published by the Revenue Service (the adoption of which the
      Revenue Service provides will not cause the Plan to be individually
      designed).





**(A)**  **Amendment
      Formalities.** The
      Employer must make all Plan amendments in writing by means of substituted
      Adoption Agreement pages or by restatement of the Adoption Agreement. The
      Employer (and Trustee if the Trustee's written consent to the amendment is
      required under Section 10.03(G)), must execute a new Adoption Agreement
      Execution Page each time the Employer amends the Plan. Each amendment must
      specify the date as of which the amendment is either retroactively or
      prospectively effective. See Section 7.12 for the effect of certain amendments
      adopted by the Employer which will result in the Employer's Plan losing
      Prototype Plan status.





**(B)**  **Impermissible
      Amendment/Protected Benefits.** An
      amendment may not authorize or permit any of the Trust Fund (other than the
      part
      required to pay taxes and reasonable administration expenses) to be used for
      or
      diverted to purposes other than for the exclusive benefit of the Participants
      or
      their Beneficiaries or estates. An amendment may not cause or permit any portion
      of the Trust Fund to revert to or become a property of the Employer.
      Furthermore, the Employer may not make any amendment which affects the rights,
      duties or responsibilities of the Trustee or of the Plan Administrator without
      the written consent of the affected Trustee or the Plan
      Administrator.





An
      amendment (including the adoption of this Plan as a restatement of an existing
      plan) may not decrease a Participant's Account Balance, except to the extent
      permitted under Code §412(c)(8), and except as provided in Treasury regulations,
      may not reduce or eliminate Protected Benefits determined immediately prior
      to
      the adoption date (or, if later, the effective date) of the amendment. An
      amendment reduces or eliminates Protected Benefits if the amendment has the
      effect of either (1) eliminating or reducing an early retirement benefit or
      a
      retirement-type subsidy (as defined in Treasury regulations), or (2) except
      as
      provided by Treasury regulations, eliminating an optional form of
      benefit.





The
      Plan
      Administrator must disregard an amendment to the extent application of the
      amendment would fail to satisfy this Section 13.02(B). If the Plan Administrator
      must disregard an amendment because the amendment would violate clause (1)
      or
      clause (2), the Plan Administrator must maintain a schedule of the early
      retirement option or other optional forms of benefit the Plan must continue
      for
      the affected Participants.





13.03  AMENDMENT
      BY PROTOTYPE PLAN SPONSOR .
      The
      Prototype Plan Sponsor (or the mass submitter, as agent of the Prototype Plan
      Sponsor), without the Employer's consent, may amend the Plan and Trust, from
      time to time, in order to conform the Plan and Trust to any requirement for
      qualification of the Plan and Trust under the Internal Revenue Code. The
      Prototype Plan Sponsor may not amend the Plan in any manner which would modify
      any election made by the Employer under the Plan without the Employer's written
      consent. Furthermore, the Prototype Plan Sponsor may not amend the Plan in
      any
      manner which would violate the proscriptions of Section 13.02(B). If the
      Prototype Plan Sponsor does not adopt the amendments made by the mass submitter,
      it will no longer be the sponsor of an identical or minor modifier Prototype
      Plan of the mass submitter.





13.04  PLAN
      TERMINATION OR SUSPENSION .
      The
      Employer subject to Section 13.02(B) and by proper Employer action has the
      right, at any time, to suspend or discontinue its contributions under the Plan
      and thereafter to continue to maintain




50




the
      Plan
      (subject to such suspension or discontinuance) until the Employer terminates
      the
      Plan. The Employer subject to Section 13.02(B) and by proper Employer action
      has
      the right, at any time, to terminate this Plan and the Trust created and
      maintained under the Plan. The Plan will terminate upon the first to occur
      of
      the following:





(a)  The
      date
      terminated by proper action of the Employer; or





(b)  The
      dissolution or merger of the Employer, unless a successor makes provision to
      continue the Plan, in which event the successor must substitute itself as the
      Employer under this Plan. Any termination of the Plan resulting from this
      Paragraph (b) is not effective until compliance with any applicable notice
      requirements under ERISA.





13.05  FULL
      VESTING ON TERMINATION .
      Upon
      either full or partial termination of the Plan, or, if applicable, upon complete
      discontinuance of profit sharing plan contributions to the Plan, an affected
      Participant's right to his/her Account Balance is 100% Vested, irrespective
      of
      the Vested percentage which otherwise would apply under Article V.





13.06  POST
      TERMINATION PROCEDURE AND DISTRIBUTION .





**(A)**  **General
      Procedure.** Upon
      termination of the Plan, the distribution provisions of Article VI remain
      operative, with the following exceptions:





(1)  if
      the
      Participant's Vested Account Balance does not exceed $5,000 (or exceeds $5,000
      but is not "immediately distributable" in accordance with Section 6.01(A)(5)),
      the Plan Administrator will direct the Trustee to distribute in cash (subject
      to
      Section 10.08) the Participant's Vested Account Balance to him/her in lump
      sum
      as soon as administratively practicable after the Plan terminates;
      and





(2)  if
      the
      present value of the Participant's Vested Account Balance exceeds $5,000 and
      is
      immediately distributable, the Participant or the Beneficiary, may elect to
      have
      the Trustee commence distribution in cash (subject to Section 10.08) of his/her
      Vested Account Balance in a lump sum as soon as administratively practicable
      after the Plan terminates. If a Participant with consent rights under this
      paragraph (2) does not elect an immediate lump sum distribution with spousal
      consent if required, to liquidate the Trust, the Plan Administrator will
      purchase a deferred annuity contract for each Participant which protects the
      Participant's distribution rights under the Plan.





**(B)**  **Profit
      Sharing Plan.** If the
      Plan is a profit sharing plan, in lieu of applying Section 13.06(A) and the
      distribution provisions of Article VI, the Plan Administrator will direct the
      Trustee to distribute in cash (subject to Section 10.08) each Participant's
      Vested Account Balance, in lump sum, as soon as administratively practicable
      after the termination of the Plan, irrespective of the Participant's Vested
      Account Balance, the Participant's age and whether the Participant consents
      to
      that distribution. This paragraph does not apply if: (1) the Plan at termination
      provides an annuity option which is a Protected Benefit and which the Employer
      may not eliminate by Plan amendment; or (2) as of the period between the Plan
      termination date and the final distribution of assets, the Employer maintains
      any other defined contribution plan (other than an ESOP). The Employer, in
      an
      Addendum to its Adoption Agreement, may elect not to have this paragraph
      apply.





**(C)**  **Distribution
      restrictions under Code §401(k).** If the
      Plan includes a 401(k) arrangement or if the Plan holds transferred assets
      described in Section 13.07 such that in either case, the distribution
      restrictions of Sections 14.03(d) and 14.11 apply, a Participant's restricted
      balances are distributable on account of Plan termination, as described in
      this
      Section 13.06, only if: (a) the Employer does not maintain a successor plan
      and
      the Plan Administrator distributes the Participant's entire Vested Account
      Balance in a lump sum; or (b) the Participant otherwise is entitled under the
      Plan to a distribution of his/her Vested Account Balance.





A
      successor plan under clause (b) is a defined contribution plan (other than
      an
      ESOP) maintained by the Employer (or by a Related Employer) at the time of
      the
      termination of the Plan or within the period ending twelve months after the
      final distribution of assets. However, a plan is not a successor plan if less
      than 2% of the Employees eligible to participate in the terminating Plan are
      eligible to participate (beginning 12 months prior to and ending 12 months
      after
      the Plan's termination date) in the potential successor plan.





**(D)**  **"Lost
      Participants."** If the
      Plan Administrator is unable to locate any Participant or Beneficiary whose
      Account becomes distributable upon Plan termination, the Plan Administrator
      will
      apply Section 9.11 except Section 9.11(B) does not apply.





**(E)**  **Continuing
      Trust Provisions.** The
      Trust will continue until the Trustee in accordance with the direction of the
      Plan Administrator has distributed all of the benefits under the Plan. On each
      valuation date, the Plan Administrator will credit any part of a Participant's
      Account Balance retained in the Trust with its share of the Trust net income,
      gains or losses. Upon termination of the Plan, the amount, if any, in a suspense
      account under Article III will revert to the Employer, subject to the conditions
      of the Treasury regulations permitting such a reversion. A resolution or an
      amendment to discontinue all future benefit accrual but otherwise to continue
      maintenance of this Plan, is not a termination for purposes of this Section
      13.06.





13.07  MERGER/DIRECT
      TRANSFER .
      The
      Trustee possesses the specific authority to enter into merger agreements or
      direct transfer of assets agreements with the trustees of other retirement
      plans
      described in Code §401(a), including an elective transfer, and to accept the
      direct transfer of plan assets, or to transfer plan assets, as a party to any
      such agreement. Except as






51


provided
      in Section 13.07(A), the Trustee may not consent to, or be a party to, any
      merger or consolidation with another plan, or to a transfer of assets or
      liabilities to another plan (or from the other plan to this Plan), unless
      immediately after the merger, consolidation or transfer, the surviving plan
      provides each Participant a benefit equal to or greater than the benefit each
      Participant would have received had the transferring plan terminated immediately
      before the merger or the consolidation or the transfer. The Trustee will hold,
      administer and distribute the transferred assets as a part of the Trust Fund
      and
      the Trustee must maintain a separate Employer contribution Account for the
      benefit of the Employee on whose behalf the Trustee accepted the transfer in
      order to reflect the value of the transferred assets.





The
      Trustee may accept a direct transfer of plan assets on behalf of an Employee
      prior to the date the Employee satisfies the Plan's eligibility conditions.
      If
      the Trustee accepts such a direct transfer of plan assets, the Plan
      Administrator and the Trustee must treat the Employee as a limited Participant
      as described in Section 4.04.





Sections
      13.07(A) and (B) are effective for elective transfers made on or following
      September 6, 2000. Under an elective transfer which is made pursuant to Section
      13.07(A) or (B), the Protected Benefits in the transferring plan are not
      required to be preserved under Section 13.02(B), except as provided in Section
      13.07(B).





**(A)**  **Distributable
      Event Elective Transfer.** The
      Trustee may consent to, or be a party to, a merger, consolidation or transfer
      of
      assets with another qualified plan in accordance with this Section
      13.07(A).





A
      transfer between qualified plans is a distributable event elective transfer
      if:
      (1) the Participant has a right to immediate distribution from the transferor
      plan; (2) the transfer is voluntary, under a fully informed election by the
      Participant; (3) the Participant has an alternative that retains his/her
      Protected Benefits (including an option to leave his/her benefit in the
      transferor plan, if that plan is not terminating); (4) the transferor plan
      satisfies applicable consent and joint and survivor annuity requirements of
      the
      Code; (5) the amount transferred, together with the amount of any
      contemporaneous direct rollover of the Participant's remaining Vested Account
      Balance, constitutes the Participant's entire Vested Account Balance; (6) the
      Participant has a 100% Vested interest in the transferred benefit in the
      transferee plan; and (7) if the transfer is from this Plan to a defined benefit
      plan, the transferee plan provides a benefit for the affected Participant equal
      to the benefit (expressed as an annuity payable at normal retirement age)
      derived solely with respect to the transferred assets.





An
      elective transfer under this Section 13.07(A) may occur between qualified plans
      of any type. Any direct transfer of assets from a defined benefit plan to this
      Plan which does not satisfy the requirements of this Section 13.07(A) renders
      the Plan individually-designed. See Section 7.12.





Commencing
      January 1, 2002, the Trustee may not undertake an elective transfer of a
      Participant's Account under this Section 13.07(A) if the Participant is eligible
      to receive an immediate distribution of his/her entire Vested Account Balance
      which would consist entirely of an eligible rollover distribution as described
      in Section 6.10(D).





**(B)**  **Transaction/Employment
      Change Elective Transfer.** The
      Trustee may consent to, or be a party to, a merger, consolidation or transfer
      of
      assets with another qualified defined contribution plan in accordance with
      this
      Section 13.07(B).





A
      transfer is a transaction or employment change transfer irrespective of whether
      the Participant has a right to an immediate distribution from the transferor
      plan provided: (1) the transfer satisfies requirements (2) and (3) of Section
      13.07(A); (2) the transfer only may occur as between plans described in
      applicable Treasury regulations; (3) the transfer must occur in connection
      with
      a merger, asset or stock acquisition, or change in employment resulting in
      the
      participant's loss of right to additional allocations in the transferor plan
      or
      in such other circumstances as described in applicable Treasury regulations;
      (4)
      the transfer must consist of the Participant's entire Vested and non-Vested
      Account Balance within the transferor plan; and (5) the transferee plan must
      protect the QJSA and QPSA benefits (if any) in the transferor plan.





**(C)**  **Other
      Transfers.** Any
      transfer which is not an elective transfer under Sections 13.07(A) or 13.07(B)
      and which includes Protected Benefits is subject to Section 13.02(B). The
      trustee of the transferee plan in receipt of assets which are Protected Benefits
      must preserve the Protected Benefits in accordance with applicable Treasury
      regulations. If the transferor plan contains a 401(k) arrangement with
      restricted balances as described in Section 14.11, such balances remain subject
      in the transferee plan to the distribution restrictions described in Section
      14.03(d). Any transfer under this Section 13.07(C) from a defined benefit plan
      to this Plan must be in the form of the transfer of a paid up individual annuity
      contract which guarantees the payment of benefits in accordance with the
      transferor plan. Notwithstanding any Plan language to the contrary, if this
      Plan
      is a target benefit or money purchase pension plan, and the Trustee merges
      or
      the Employer converts by amendment the Plan into another type of defined
      contribution plan, the Employer operationally may elect whether to vest
      immediately the Participants' Account Balances.





52





**ARTICLE
      XIV**


**CODE
      SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS**




14.01  APPLICATION .
      This
      Article XIV applies to the Plan only if the Employer is maintaining its Plan
      under a Code §401(k) Adoption Agreement.





14.02  401(k)
      ARRANGEMENT .
      The
      Employer under Article III of its Adoption Agreement will elect the terms of
      the
      401(k) arrangement as described in Code §401(k)(2), if any, under the Plan. If
      the Plan is a Standardized Plan, the 401(k) arrangement must be a salary
      reduction arrangement. If the Plan is a Nonstandardized Plan, the 401(k)
      arrangement may be a salary reduction arrangement or a cash or deferred
      arrangement, or both.





**(A)**  **Salary
      Reduction Arrangement.** If the
      Employer in its Adoption Agreement Section 3.01 elects a salary reduction
      arrangement, a Participant (or an Employee in anticipation of becoming a
      Participant) may file a salary reduction agreement with the Plan Administrator.
      The salary reduction agreement may not be effective earlier than the following
      date which occurs last: (1) the Participant's Plan Entry Date (or, in the case
      of a re-employed Employee, his/her re-participation date under Article II);
      (2)
      the execution date of the Participant's salary reduction agreement; (3) the
      date
      the Employer adopts the 401(k) arrangement by executing the Adoption Agreement;
      or (4) the effective date of the 401(k) arrangement, as specified in the
      Adoption Agreement.





A
      salary
      reduction agreement must specify the dollar amount of Compensation or percentage
      of Compensation the Participant wishes to defer. The salary reduction agreement
      will apply only to Compensation which becomes currently available to the
      Participant after the effective date of the salary reduction agreement. The
      Employer will apply a salary reduction election to the Participant's
      Compensation as determined under Section 1.07 (and to increases in such
      Compensation) unless the Participant elects in his/her salary reduction
      agreement to limit the reduction to certain Compensation. The Plan Administrator
      in the Plan's salary reduction agreement form, subject to the Plan terms and
      applicable Revenue Service guidance, will specify additional rules and
      restrictions applicable to a Participant's salary reduction
      agreement.





**(B)**  **Cash
      or Deferred Arrangement.** If the
      Employer in its Adoption Agreement Section 3.02 elects a cash or deferred
      arrangement, a Participant may elect to make a cash election against his/her
      proportionate share of the Employer's cash or deferred contribution, in
      accordance with the Employer's Adoption Agreement elections. A Participant's
      proportionate share of the Employer's cash or deferred contribution is the
      percentage of the total cash or deferred contribution which bears the same
      ratio
      that the Participant's Compensation for the Plan Year bears to the total
      Compensation of all Participants for the Plan Year. For purposes of determining
      each Participant's proportionate share of the cash or deferred contribution,
      a
      Participant's Compensation is his/her Compensation as determined under Section
      1.07, excluding any effect the proportionate share may have on the Participant's
      Compensation for the Plan Year. The Plan Administrator will determine the
      proportionate share prior to the Employer's actual contribution to the Trust,
      to
      provide the Participants the opportunity to file cash elections. The Employer
      will pay directly to the Participant the portion of his/her proportionate share
      the Participant has elected to receive in cash.





**(C)**  **Negative
      Election.** The
      Employer in its Adoption Agreement may elect to apply prospectively to its
      Plan
      the negative election provisions of this Section 14.02(C). Under a negative
      election, the Employer automatically will reduce the Compensation of each
      Participant who is not deferring an amount at least equal to the negative
      election amount, by the required election amount, except those Participants
      who
      timely make a contrary election under Section 14.02(C)(1). Participants
      deferring an amount equal to or greater than the negative election amount are
      not subject to the Plan's negative election provisions. Amounts deferred under
      negative election are treated as elective deferrals for all purposes under
      the
      Plan. An Employer in its Adoption Agreement must elect whether the negative
      election applies to all Participants as of the effective date of the negative
      election or only to Employees whose Plan Entry Date is on or following the
      effective date of the negative election.





(1)  **Participant's
      contrary election.** A
      Participant may at any time elect not to defer any Compensation or to defer
      an
      amount which is less than the negative election amount ("contrary election").
      A
      Participant's contrary election generally is effective as of the first payroll
      period for the month which follows the Participant's contrary election. However,
      a Participant may make a contrary election which is effective: (1) for the
      first
      payroll period in which he/she becomes a Participant if the Participant makes
      a
      contrary election within a reasonable period following the Participant's Entry
      Date and before the Compensation to which the election applies becomes currently
      available; or (2) for the first payroll period following the effective date
      of
      the Employer's adoption of the negative election, if the Participant makes
      contrary election not later than the effective date of the negative election.
      A
      Participant's contrary election continues in effect until the Participant
      subsequently changes his/her Salary Reduction Agreement.





(2)  **Negative
      election notice.** If
      the
      Employer in its Adoption Agreement adopts the negative election provision,
      the
      Plan Administrator must provide a notice to each Eligible Employee which
      explains the effect of the negative election and a Participant's right to make
      a
      contrary election, including the procedure and timing applicable to the contrary
      election. The Plan Administrator must provide the notice to an Eligible Employee
      a reasonable period prior to that Employee's commencement of participation
      in
      the Plan subject to the negative election. A Plan Administrator also must notify
      annually those Participants then subject to the negative election of the
      existing negative election deferral percentage and the Participant's right
      to
      make a contrary election, including the procedure and timing applicable to
      the
      contrary election.





**(D)**  **Safe
      Harbor 401(k) Plan.** The
      Employer in its Adoption Agreement may elect to apply to its Plan the safe
      harbor provisions of this Section 14.02(D). Except as otherwise provided in
      this
      Plan, in the Code or in other applicable guidance, an






53




Employer
      must elect the safe harbor plan provisions of this Section 14.02(D) and must
      satisfy the applicable notice requirements prior to the beginning of the Plan
      Year to which the safe harbor provisions apply. In addition, except as otherwise
      indicated, the electing Employer must apply the safe harbor provisions for
      the
      entire safe harbor Plan Year, including any short Plan Year. The provisions
      of
      this Section 14.02(D) apply to an electing Employer notwithstanding any contrary
      provision of the Plan and all other remaining Plan terms continue to apply
      to
      the Employer's safe harbor plan. An Employer which elects and operationally
      satisfies the safe harbor provisions of this Section 14.02(D) is not subject
      to
      the nondiscrimination provisions of Section 14.08 (ADP test). An electing
      Employer which provides additional matching contributions as described in
      Section 14.02(D)(3) is subject to the nondiscrimination provisions of Section
      14.09 (ACP test), unless the additional matching contributions satisfy the
      ACP
      test safe harbor described in Section 14.02(D)(3).





(1)  **Safe
      Harbor - Compensation.** For
      purposes of this Section 14.02(D), Compensation is limited as described in
      Section 1.07(E) and for purposes of allocating the Employer's safe harbor
      contribution and safe harbor matching contribution, the Employer must elect
      under its Adoption Agreement a nondiscriminatory definition of Compensation
      as
      described in Section 1.07(F). An Employer in its Adoption Agreement also may
      elect to limit the amount of Compensation which is subject to deferral to any
      reasonable definition which: (a) permits a Participant to receive the maximum
      matching contribution, if any, available under the Plan; or (b) limits deferrals
      under the Plan to a whole percentage or dollar amount.





(2)  **Safe
      Harbor Contributions/ADP test safe harbor.** An
      Employer which elects under this Section 14.02(D) to apply the safe harbor
      provisions, must make a contribution to the Plan which will satisfy the ADP
      test
      safe harbor ("safe harbor contribution"). The Employer in its Adoption Agreement
      must elect whether the Employer will make its safe harbor contribution in the
      form of: (a) a safe harbor nonelective contribution; (b) a basic matching
      contribution; or (c) an enhanced matching contribution. A safe harbor
      nonelective contribution is a fixed nonelective contribution in an amount the
      Employer elects in its Adoption Agreement and must equal at least 3% of each
      Participant's Compensation. A basic matching contribution is a fixed matching
      contribution equal to 100% of a Participant's elective deferrals which do not
      exceed 3% of Compensation, plus 50% of elective deferrals which exceed 3%,
      but
      which do not exceed 5% of Compensation. An enhanced matching contribution is
      a
      fixed matching contribution made in accordance with any formula the Employer
      elects in its Adoption Agreement under which, at any rate of elective deferrals,
      a Participant receives a matching contribution which is at least equal to the
      match the Participant would receive under the basic matching contribution
      formula and under which the rate of match does not increase as the rate of
      deferrals increases. Under a basic or enhanced safe harbor match, a Highly
      Compensated Employee may not receive a greater rate of match than any Nonhighly
      Compensated Employee. The Employer in its Adoption Agreement must elect the
      applicable time period for computing the Employer's safe harbor basic or
      enhanced matching contributions. The Plan Administrator must allocate the
      Employer's safe harbor contribution without regard to the Section 3.06
      allocation conditions, but the Plan Administrator will not allocate a safe
      harbor contribution where the allocation would exceed a Participant's Code
§§415
      or 402(g) limitation or where the Participant is suspended from making deferrals
      under Section 14.11(A)(1). The Plan Administrator must allocate the safe harbor
      contribution to all Participants unless the Employer in an Addendum to its
      Adoption Agreement elects to limit the safe harbor allocation to Nonhighly
      Compensated Employees. A Participant's Account Balance attributable to safe
      harbor contributions at all times 100% Vested and subject to the distribution
      restrictions described in Section 14.03(d). An Employer's safe harbor
      contribution is not subject to nondiscrimination testing under Section 14.08
      (ADP test) and if the safe harbor contribution is in the form of a basic
      matching contribution, it is not subject to nondiscrimination testing under
      Section 14.09 (ACP test). The Employer in its Adoption Agreement must elect
      whether to satisfy the ACP test safe harbor Section 14.02(D)(3)(a) amount
      limitation with respect to the Employer's enhanced matching contributions or
      to
      test, using current year testing, its enhanced matching contributions under
      Section 14.09 (ACP test).





An
      Employer electing Section 14.02(D) which in its Adoption Agreement also elects
      to apply permitted disparity in allocating the Employer's nonelective
      contributions, may not include within the permitted disparity formula
      allocation, any of the Employer's safe harbor contributions. An Employer in
      its
      Adoption Agreement may elect to make the safe harbor contribution to another
      defined contribution plan maintained by the Employer provided: (i) the Employer
      maintains its safe harbor 401(k) Plan using a Nonstandardized 401(k) Adoption
      Agreement; or (ii) the Employer makes its safe harbor contribution to another
      defined contribution plan paired with the Employer's safe harbor 401(k)
      Plan.





(3)  **Additional
      Matching Contributions/ACP test safe harbor.** An
      Employer which satisfies the ADP test safe harbor under Section 14.02(D)(2),
      in
      its Adoption Agreement may elect to make matching contributions to the Plan
      which are in addition to the Employer's safe harbor contributions and which
      the
      Employer does not use to satisfy the ADP test safe harbor ("additional matching
      contributions"). The Employer in its Adoption Agreement must elect whether
      to
      subject the additional matching contributions to the ACP test safe harbor
      requirements of this Section 14.02(D)(3), or for the Plan Administrator to
      test,
      using current year testing, the additional matching contributions for
      nondiscrimination under Section 14.09 (ACP test). Under the ACP test safe
      harbor: (a) the Employer may not make matching contributions with respect to
      a
      Participant's deferral contributions which exceed 6% of Plan Year Compensation;
      (b) the amount of any discretionary matching contribution allocated to any
      Participant in Plan Years commencing after 1999 may not exceed 4% of the
      Participant's Plan Year Compensation; (c) the rate of matching contributions
      may
      not increase as the rate of deferrals increases; and (d) subject to application
      of any Section 3.06 allocation conditions, a Highly Compensated Employee may
      not
      receive a greater rate of match than any Nonhighly Compensated Employee. The
      Employer must elect in its Adoption Agreement the vesting schedule, allocation
      conditions and distribution provisions applicable to the Employer's additional
      matching contributions described in this Section 14.02(D)(3). If the Employer
      in
      its Adoption Agreement has elected to permit Employee contributions under the
      Plan: (i) any Employee contributions do not satisfy the ACP test safe harbor
      and
      the Plan Administrator must test the Employee contributions under Section 14.09
      (ACP test) using current year testing; and (ii) if the Employer in its Adoption
      Agreement elects to match the






54




Employee
      contributions, the Plan Administrator in applying the 6% amount limit in clause
      (a) must aggregate a Participant's deferral contribution and Employee
      contributions which are subject to the 6% limit.





(4)  **Safe
      Harbor notice.** The Plan
      Administrator annually must provide a safe harbor notice to each Participant
      a
      reasonable period prior to each Plan Year for which the Employer in its Adoption
      Agreement has elected to apply the safe harbor provisions. For this purpose,
      the
      Plan Administrator is deemed to provide timely notice if the Plan Administrator
      provides the safe harbor notice at least 30 days and not more than 90 days
      prior
      to the beginning of the safe harbor Plan Year. The safe harbor notice must
      provide comprehensive information regarding the Participants' rights and
      obligations under the Plan and must be written in a manner calculated to be
      understood by the average Participant. If an Employee becomes eligible to
      participate in the Plan after the Plan Administrator has provided the annual
      safe harbor notice, the Plan Administrator must provide the safe harbor notice
      no later than the Employee's Plan Entry Date. A Participant may make or modify
      a
      salary reduction agreement under the Employer's safe harbor 401(k) Plan for
      30
      days following receipt of the safe harbor notice, or if greater, for the period
      the Plan Administrator specifies in the salary reduction agreement.





(5)  **Mid-year
      changes in safe harbor status.** The
      Employer may amend its 401(k) Plan during any Plan Year to become a safe harbor
      plan under this Section 14.02(D) for that Plan Year, provided: (a) the Plan
      then
      is using current year testing; (b) the Employer amends the Plan to add the
      safe
      harbor provisions not later than 30 days prior to the end of the Plan Year
      and
      to apply the safe harbor provisions for the entire Plan Year; (c) the Employer
      elects to satisfy the safe harbor contribution requirement using the safe harbor
      nonelective contribution; and (d) the Plan Administrator provides a notice
      to
      Participants prior to the beginning of the Plan Year for which the safe harbor
      amendment may become effective, that the Employer later may amend the Plan
      to a
      safe harbor plan for that Plan Year using the safe harbor nonelective
      contribution and if the Employer so amends the Plan, the Plan Administrator
      will
      provide a supplemental notice to Participants at least 30 days prior to the
      end
      of that Plan Year informing Participants of the amendment. The Plan
      Administrator then must timely provide any supplemental notice required under
      this Section 14.02(D)(5). Except as otherwise specified, the Participant notices
      described in this Section 14.02(D)(5) also must satisfy the requirements
      applicable to safe harbor notices under Section 14.02(D)(4).





The
      Employer may amend its safe harbor 401(k) Plan during a Plan Year to reduce
      or
      eliminate prospectively, any safe harbor contribution which is a basic matching
      or enhanced matching contribution (under Section 14.02(D)(2)) provided: (i)
      the
      Plan Administrator provides a notice to the Participants which explains the
      effect of the amendment, specifies the amendment's effective date and informs
      Participants they will have a reasonable opportunity to modify their salary
      reduction agreements, and if applicable, Employee contributions; (ii)
      Participants have a reasonable opportunity and period prior to the effective
      date of the amendment to modify their salary reduction agreements, and if
      applicable, Employee contributions; and (iii) the amendment is not effective
      earlier than the later of: (a) 30 days after the Plan Administrator gives notice
      of the amendment; or (b) the date the Employer adopts the amendment. An Employer
      which amends its safe harbor Plan to eliminate or reduce the safe harbor
      matching contribution under this Section 14.02(D)(5), or which terminates the
      Plan under Section 13.04 effective during the Plan Year, must continue to apply
      all of the safe harbor requirements of this Section 14.02(D) until the amendment
      or termination becomes effective and also must apply for the entire Plan Year,
      using current year testing, the nondiscrimination test under Section 14.08
      (ADP
      test), and if applicable, the nondiscrimination test under Section 14.09 (ACP
      test).





An
      Employer maintaining a profit sharing plan, stock bonus plan or pre-ERISA money
      purchase pension plan may during a Plan Year amend prospectively its Plan to
      become a safe harbor 401(k) plan provided: (a) the Employer's Plan is not a
      successor plan as described in Notice 98-1 or any subsequent applicable
      guidance; (b) the 401(k) arrangement is in effect for at least 3 months during
      the Plan Year; (c) the Plan Administrator provides the safe harbor notice
      described in Section 14.02(D)(4) a reasonable time prior to and not later than
      the effective date of the amendment; and (d) the Plan satisfies commencing
      on
      the effective date of the amendment, all of the safe harbor requirements of
      this
      Section 14.02(D).





**(E)**  **SIMPLE
      401(k) Plan.** The
      Employer in its Standardized Code §401(k) Adoption Agreement may elect to apply
      prospectively to its Plan the SIMPLE 401(k) provisions of this Section 14.02(E)
      if: (1) the Plan Year is the calendar year; (2) the Employer (including Related
      Employers under Section 1.26) has no more than 100 Employees who received
      Compensation of at least $5,000 in the immediately preceding calendar year;
      and
      (3) the Employer does not maintain any other plan as described in Code
§219(g)(5), with respect to which contributions were made or benefits were
      accrued for Service by an eligible Employee in the Plan Year to which the SIMPLE
      401(k) provisions apply. If an electing Employer fails for any subsequent
      calendar year to satisfy all of the foregoing requirements, including where
      the
      Employer is involved in an acquisition, disposition or similar transaction
      under
      which the Employer satisfies Code §410(b)(6)(C)(1), the Employer remains
      eligible to maintain the SIMPLE 401(k) Plan for two additional calendar years
      following the last year in which the Employer satisfied the requirements. The
      provisions of this Section 14.02(E) apply to an electing Employer
      notwithstanding any contrary provision in the Plan.





(1)  **SIMPLE
      - Compensation.** For
      purposes of this Section 14.02(E), Compensation is limited as described in
      Section 1.07(E) and: (a) in the case of an Employee, means W-2 wages but
      increased by the Employee's elective deferrals under a 401(k) arrangement,
      SIMPLE IRA, SARSEP or 403(b) annuity; and (b) in the case of a Self Employed
      Individual, means Earned Income determined without regard to contributions
      made
      to this Plan.





(2)  **Participant
      deferral contributions.** Each
      eligible Employee may enter into a salary reduction agreement to make deferral
      contributions into the SIMPLE 401(k) Plan in an amount not exceeding $6,000
      per
      calendar year, or such other amount as in effect under Code §408(p)(2)(E). A
      Participant may elect to make deferral contributions or modify a salary
      reduction agreement at any time in accordance with the Plan Administrator's
      SIMPLE 401(k) salary reduction agreement form, but must be




55




provided
      at least 60 days prior to the beginning of each SIMPLE Plan Year or commencement
      of participation for this purpose. A Participant also may at any time terminate
      prospectively, his/her salary reduction agreement applicable to the Employer's
      SIMPLE 401(k) Plan.





(3)  **Employer
      SIMPLE 401(k) contributions.** An
      Employer which elects under this Section 14.02(E) to apply the SIMPLE 401(k)
      provisions, annually must make a SIMPLE 401(k) contribution to the Plan as
      described in this Section 14.02(E)(3). The Employer operationally must elect
      whether the Employer will contribute: (1) a matching contribution equal to
      each
      Participant's deferral contributions but not exceeding 3% of Plan Year
      Compensation or such lower percentage as the Employer may elect under Code
      §408(p)(2)(C)(ii)(II); or (2) a nonelective contribution equal to 2% of Plan
      Year Compensation for each Participant whose Compensation is at least $5,000.
      The Employer in its Adoption Agreement may not elect to apply any Section 3.06
      allocation conditions to the Plan Administrator's allocation of Employer SIMPLE
      contributions.





(4)  **SIMPLE
      401(k) notice.** The Plan
      Administrator must provide notice to each Participant a reasonable period of
      time before the 60th day prior to the beginning of each SIMPLE 401(k) Plan
      Year,
      describing the Participant's deferral election rights and the Employer's
      matching or nonelective contributions which the Employer will make for the
      Plan
      Year described in the notice.





(5)  **Application
      of remaining Plan provisions.** All
      contributions to the SIMPLE 401(k) Plan are Annual Additions subject to the
      limitations set forth in Article III. No contributions other than those
      described in this Section 14.02(E) or rollover contributions described in
      Section 4.04 may be made to the SIMPLE 401(k) Plan. All contributions to the
      SIMPLE 401(k) Plan are 100% Vested at all times and in the event of a conversion
      of a non SIMPLE Plan into a SIMPLE 401(k) Plan, all Account Balances in
      existence on the first day of the Plan Year to which the SIMPLE 401(k)
      provisions apply, become 100% Vested. A SIMPLE 401(k) Plan is not subject to
      nondiscrimination testing under Section 14.08 (ADP test) or Section 14.09 (ACP
      test) of the Plan and is not subject to the top heavy provisions of Article
      XII.
      Except as otherwise described in this Section 14.03(E), if an Employer has
      elected in its Adoption Agreement to apply the SIMPLE 401(k) provisions of
      this
      Section 14.03(E), the Plan Administrator will apply the remaining Plan
      provisions to Employer's Plan.





**(F)**  **Election
      not to participate.** A
      Participant's or Employee's election not to participate, pursuant to Section
      2.06, includes his/her right to enter into a salary reduction agreement or
      to
      share in the allocation of a cash or deferred contribution.





14.03  DEFINITIONS .
      For
      purposes of this Article XIV:





(a)  "Compensation"
      means, except as otherwise provided in this Article XIV, Compensation as defined
      for nondiscrimination purposes in Section 1.07(F).





(b)  "Current
      year testing" means for purposes of the ADP test described in Section 14.08
      and
      the ACP test described in Section 14.09, the use of data from the testing year
      in determining the ADP or ADP for the Nonhighly Compensated Group.





(c)  "Deferral
      contributions" are salary reduction contributions and cash or deferred
      contributions the Employer contributes to the Trust on behalf of an eligible
      Employee, irrespective of whether, in the case of cash or deferred
      contributions, the contribution is at the election of the Employee. For salary
      reduction contributions, the terms "deferral contributions" and "elective
      deferrals" have the same meaning.





(d)  "Distribution
      restrictions" means the Employee may not receive a distribution of the
      restricted balances described in Section 14.11 (nor earnings on those
      contributions) except in the event of: (1) the Participant's death, Disability,
      Separation from Service (which for purposes of this Section 14.03(d), means
      as
      the Plan Administrator determines under applicable Revenue Service guidance,
      including the "same desk" rule and Revenue Ruling 2000-27 with respect to
      certain asset sale transactions) or attainment of age 59 1/2, (2) financial
      hardship satisfying Section 14.11(A), (3) Plan termination, without
      establishment of a successor defined contribution plan (other than an ESOP),
      (4)
      a sale by a corporate Employer of substantially all of the assets (within the
      meaning of Code §409(d)(2)) used in a trade or business of the Employer, to
      another corporation, but only to an Employee who continues employment with
      the
      corporation acquiring those assets, or (5) a sale by a corporate Employer of
      its
      interest in a subsidiary (within the meaning of Code §409(d)(3)), but only to an
      Employee who continues employment with the subsidiary. A distribution described
      in clauses (3), (4) or (5) must be a lump sum distribution, and otherwise must
      satisfy Code §401(k)(10).





(e)  "Elective
      deferrals" are all salary reduction contributions and that portion of any cash
      or deferred contribution which the Employer contributes to the Plan at the
      election of an eligible Employee. Any portion of a cash or deferred contribution
      contributed to the Trust because of the Employee's failure to make a cash
      election is an elective deferral. However, any portion of a cash or deferred
      contribution over which the Employee does not have a cash election is not an
      elective deferral. Elective deferrals do not include amounts which have become
      currently available to the Employee prior to the election nor amounts designated
      as an Employee contribution at the time of deferral or contribution. Elective
      deferrals are 100% vested at all times.





(f)  "Eligible
      Employee" means, for purposes of the ADP test described in Section 14.08, an
      Employee who is eligible to enter into a salary reduction agreement for all
      or
      any portion of the Plan Year, irrespective of whether he/she actually enters
      into such an agreement, and a Participant who is eligible for an allocation
      of
      the Employer's cash or deferred contribution for




56


the
      Plan
      Year. For purposes of the ACP test described in Section 14.09, an eligible
      Employee is a Participant who is eligible to receive an allocation of matching
      contributions (or would be eligible if he/she made the type of contributions
      necessary to receive an allocation of matching contributions) and a Participant
      who is eligible to make Employee contributions, irrespective of whether he/she
      actually makes Employee contributions. An Employee continues to be an eligible
      Employee during a period the Plan suspends the Employee's right to make elective
      deferrals or Employee contributions following a hardship
      distribution.





(g)  "Employee
      contributions" are nondeductible contributions made by a Participant and
      designated, at the time of contribution, as an Employee contribution. Elective
      deferrals and deferral contributions are not Employee contributions. Employee
      contributions are subject to Article IV.





(h)  "Highly
      Compensated Employee" means an eligible Employee who satisfies the definition
      in
      Section 1.14 of the Plan.





(i)  "Highly
      Compensated Group" means the group of eligible Employees who are Highly
      Compensated Employees for the Plan Year.





(j)  "Matching
      contributions" are contributions made by the Employer on account of elective
      deferrals under a 401(k) arrangement or on account of Employee contributions.
      Matching contributions also include Participant forfeitures allocated on account
      of such elective deferrals or Employee contributions.





(k)  "Nonelective
      contributions" are contributions made by the Employer which are not subject
      to a
      deferral election by an Employee and which are not matching
      contributions.





(l)  "Nonhighly
      Compensated Employee" means an eligible Employee who is not a Highly Compensated
      Employee.





(m)  "Nonhighly
      Compensated Group" means the group of eligible Employees who are Nonhighly
      Compensated Employees for the Plan Year.





(n)  "Prior
      year testing" means for purposes of the ADP test described in Section 14.08
      and
      the ACP test described in Section 14.09, the use of data from the Plan Year
      immediately prior to the testing year in determining the ADP or ACP for the
      Nonhighly Compensated Group.





(o)  "Qualified
      matching contributions" are matching contributions which are 100% Vested at
      all
      times and which are subject to the distribution restrictions described in
      Section 14.03(d). Matching contributions are not 100% Vested at all times if
      the
      Employee has a 100% Vested interest because of his/her Years of Service taken
      into account under a vesting schedule. Any matching contributions allocated
      to a
      Participant's qualified matching contributions Account under the Plan
      automatically satisfy and are subject to the definition of qualified matching
      contributions.





(p)  "Qualified
      nonelective contributions" are nonelective contributions which are 100% Vested
      at all times and which are subject to the distribution restrictions described
      in
      Section 14.03(d). Nonelective contributions are not 100% Vested at all times
      if
      the Employee has a 100% Vested interest because of his/her Years of Service
      taken into account under a vesting schedule. Any nonelective contributions
      allocated to a Participant's qualified nonelective contributions Account under
      the Plan automatically satisfy and are subject to the definition of qualified
      nonelective contributions.





(q)  "Regular
      matching contributions" are matching contributions which are not qualified
      matching contributions.





(r)  "Safe
      harbor contributions" are Employer nonelective or matching contributions which
      the Plan Administrator applies to satisfy the ADP test safe harbor under Code
      §401(k)(12)(B) or (C) and which are 100% Vested at all times and subject to
      the
      distribution restrictions described in Section 14.03(d). Safe harbor
      contributions are not 100% Vested at all times if the Employee has a 100% Vested
      interest because of his/her Years of Service taken into account under a vesting
      schedule. Any nonelective contributions allocated to a Participant's safe harbor
      contributions Account, automatically satisfy and are subject to the definition
      of safe harbor contributions.





(s)  "Salary
      reduction agreement" is a written election by a Participant to make salary
      reduction contributions as described in Section 14.02(A).





(t)  "Salary
      reduction contributions" mean Employer contributions elected by a Participant
      to
      be made from the Participant's Compensation pursuant to a salary reduction
      agreement and which the Plan Administrator must allocate to the electing
      Participant's Account.





(u)  "Testing
      year" means for purposes of the ADP test described in Section 14.08 and the
      ACP
      test described in Section 14.09, the Plan Year for which the ADP or ACP test
      is
      being performed.





14.04  MATCHING
      CONTRIBUTIONS/ EMPLOYEE CONTRIBUTIONS .
      The
      Employer in Adoption Agreement Section 3.01 may elect to provide matching
      contributions. The Employer in Adoption Agreement Section 4.02 also may elect
      to
      permit a Participant to make Employee contributions.





57


14.05  DEFERRAL
      DEPOSIT TIMING/EMPLOYER CONTRIBUTION STATUS .
      The
      Employer must make salary reduction contributions to the Trust after withholding
      the corresponding Compensation from the Participant at the earliest date on
      which the contributions can reasonably be segregated from the Employer's general
      assets. Furthermore, the Employer must make to the Trust salary reduction
      contributions, cash or deferred contributions, matching contributions (including
      qualified matching contributions), qualified nonelective contributions, safe
      harbor contributions and SIMPLE contributions no later than the time prescribed
      by the Code or ERISA. Salary reduction contributions and cash or deferred
      contributions are Employer contributions for all purposes under this Plan,
      except to the extent the Code prohibits the use of these contributions to
      satisfy the qualification requirements of the Code.





14.06  SPECIAL
      ACCOUNTING AND ALLOCATION PROVISIONS .
      To make
      allocations under the Plan, the Plan Administrator must establish for each
      Participant, consistent with the Employer's elections under its Adoption
      Agreement, a deferral contributions Account, a nonelective contributions
      Account, a qualified matching contributions Account, a regular matching
      contributions Account, a qualified nonelective contributions Account, a safe
      harbor contributions Account and a SIMPLE contributions account.





**(A)**  **Deferral
      contributions.** The Plan
      Administrator will allocate to each Participant's deferral contributions Account
      the amount of deferral contributions the Employer makes to the Trust on behalf
      of the Participant. The Plan Administrator will make this allocation as of
      the
      last day of each Plan Year or more frequently as it may determine to be
      appropriate and consistent with the Plan terms, including those providing for
      allocation of net income, gain or loss.





**(B)**  **Matching
      contributions.** The Plan
      Administrator will allocate the Employer's matching contributions as of the
      last
      day of each Plan Year or more frequently as the Plan Administrator may determine
      to be appropriate and consistent with the Plan terms, including those providing
      for allocation of net income, gain or loss. The Plan Administrator may not
      allocate any fixed or discretionary matching contributions with respect to
      deferral contributions that are excess deferrals under Section 14.07. For this
      purpose: (a) excess deferrals relate first to deferral contributions for the
      Plan Year not otherwise eligible for a matching contribution; and (b) if the
      Plan Year is not a calendar year, the excess deferrals for a Plan Year are
      the
      last elective deferrals made for a calendar year. The Plan Administrator may
      not
      allocate a matching contribution to a Participant's Account to the extent the
      matching contribution exceeds the Participant's Annual Additions limitation
      in
      Part 2 of Article III. The provisions of Section 3.05 govern the treatment
      of
      any matching contribution the Plan Administrator allocates contrary to this
      Section 14.06(B), and the Plan Administrator will compute a Participant's ACP
      under Section 14.09 by disregarding the forfeiture.





(1)  **Fixed
      match.** To the
      extent the Employer makes matching contributions under a fixed matching
      contribution formula set forth in the Employer's Adoption Agreement, the Plan
      Administrator will allocate the matching contribution to the Account of the
      Participant on whose behalf the Employer makes that contribution. A fixed
      matching contribution formula is a formula under which the Employer contributes
      a specified percentage or dollar amount on behalf of a Participant based on
      that
      Participant's deferral contributions or Employee contributions eligible for
      a
      match. The Employer may contribute on a Participant's behalf under a specific
      matching contribution formula only if the Participant satisfies the allocation
      conditions for matching contributions, if any, the Employer elects in Adoption
      Agreement Section 3.06. The Employer in its Adoption Agreement may elect whether
      the Plan Administrator will allocate a fixed matching contribution as a
      qualified matching contribution or as a regular matching
      contribution.





(2)  **Discretionary
      match.** To the
      extent the Employer makes matching contributions under a discretionary formula,
      the Plan Administrator will allocate the discretionary matching contributions
      to
      the Account of each Participant who satisfies the allocation conditions, if
      any,
      for matching contributions the Employer elects in Adoption Agreement Section
      3.06. The allocation of discretionary matching contributions to a Participant's
      Account is in the same proportion that each Participant's deferral contributions
      bear to the total deferral contributions of all Participants. If the
      discretionary formula is a tiered formula, the Plan Administrator will make
      this
      allocation separately with respect to each tier of deferral contributions,
      allocating in such manner the amount of the matching contributions made with
      respect to that tier. The Employer operationally may direct the Plan
      Administrator to allocate any discretionary match as a regular matching
      contribution or as a qualified matching contribution.





(3)  **Match
      on deferrals and Employee contributions.** If the
      matching contribution formula applies both to deferral contributions and to
      Employee contributions, the matching contributions apply first to deferral
      contributions.





**(C)**  **Qualified
      nonelective contributions.** If the
      Employer operationally designates a nonelective contribution to be a qualified
      nonelective contribution for the Plan Year, the Plan Administrator will allocate
      that qualified nonelective contribution to the qualified nonelective
      contributions Account of each Participant eligible for an allocation of that
      designated contribution, as the Employer elects in Adoption Agreement Section
      3.04.





**(D)**  **Nonelective
      contributions.** If the
      Employer makes a nonelective contribution for the Plan Year which the Employer
      does not designate as a qualified nonelective contribution, the Plan
      Administrator will allocate the nonelective contribution in accordance with
      Adoption Agreement Section 3.04. For purposes of the nondiscrimination tests
      described in Sections 14.08 (ADP test), 14.09 (ACP test) and 14.10 (multiple
      use
      limitation), the Plan Administrator may treat nonelective contributions
      allocated under this Section 14.06(D) as qualified nonelective contributions,
      if
      the contributions otherwise satisfy the definition of qualified nonelective
      contributions. The Employer, to facilitate the Plan Administrator's correction
      of test failures under




58


Sections
      14.08, 14.09 and 14.10, also may make qualified nonelective contributions to
      the
      Plan irrespective of whether the Employer in its Adoption Agreement has elected
      to provide nonelective contributions.




**(E)**  **Safe
      harbor contributions.** If the
      Employer elects under Section 14.02(D) to apply the safe harbor provisions
      to
      the Plan, the Employer will allocate the safe harbor contributions to the safe
      harbor contributions Account of each Participant unless the Employer in an
      Addendum to its Adoption Agreement elects to limit safe harbor allocations
      to
      Nonhighly Compensated Employees.





**(F)**  **SIMPLE
      401(k) Plan contributions.** If the
      Employer elects under Section 14.02(E) to apply the SIMPLE 401(k) provisions
      to
      the Plan, the Employer will allocate the SIMPLE contributions to the SIMPLE
      contributions Account of Participants eligible to receive an allocation of
      the
      Employer's SIMPLE contribution (including Participants who make deferral
      contributions), as specified in Section 14.02(E).





14.07  ANNUAL
      ELECTIVE DEFERRAL LIMITATION .





**(A)**  **Annual
      Elective Deferral Limitation.** An
      Employee's elective deferrals for a calendar year may not exceed the Code
§402(g) limitation ("402(g) limitation"). The 402(g) limitation is the greater
      of $7,000 or the adjusted amount determined by the Secretary of the Treasury.
      If, pursuant to a salary reduction agreement or pursuant to a cash or deferral
      election, the Employer determines the Employee's elective deferrals to the
      Plan
      for a calendar year would exceed the 402(g) limitation, the Employer will
      suspend the Employee's salary reduction agreement, if any, until the following
      January 1 and pay in cash the portion of a deferral election which would result
      in the Employee's elective deferrals for the calendar year exceeding the 402(g)
      limitation. If the Plan Administrator determines an Employee's elective
      deferrals already contributed to the Plan for a calendar year exceed the 402(g)
      limitation, the Plan Administrator will distribute the amount in excess of
      the
      402(g) limitation (the "excess deferral"), as adjusted for allocable income
      under Section 14.07(C), no later than April 15 of the following calendar year.
      If the Plan Administrator distributes the excess deferral by the appropriate
      April 15, the excess deferral is not an Annual Addition under Article III,
      and
      the Plan Administrator may make the distribution irrespective of any other
      provision under this Plan or under the Code. The Plan Administrator will reduce
      the amount of excess deferrals for a calendar year distributable to the Employee
      by the amount of excess contributions (as determined in Section 14.08), if
      any,
      previously distributed to the Employee for the Plan Year beginning in that
      calendar year. Elective deferrals distributed to an Employee as excess Annual
      Additions in accordance with Article III are not taken into account under the
      Employee's 402(g) limitation.





**(B)**  **More
      than One Plan.** If an
      Employee participates in another plan subject to the 402(g) limitation under
      which he/she makes elective deferrals pursuant to a 401(k) arrangement, elective
      deferrals under a SARSEP, elective contributions under a SIMPLE IRA or salary
      reduction contributions to a tax-sheltered annuity (irrespective of whether
      the
      Employer maintains the other plan), the Employee may provide to the Plan
      Administrator a written claim for excess deferrals made to the Plan for a
      calendar year. The Employee must submit the claim no later than the March 1
      following the close of the particular calendar year and the claim must specify
      the amount of the Employee's elective deferrals under this Plan which are excess
      deferrals. If the Plan Administrator receives a timely claim, it will distribute
      the excess deferral (as adjusted for allocable income) the Employee has assigned
      to this Plan, in accordance with the distribution procedure described in Section
      14.07(A).





**(C)**  **Allocable
      Income.** For
      purposes of making a distribution of excess deferrals pursuant to this Section
      14.07, allocable income means net income or net loss allocable to the excess
      deferrals for the calendar year (but not beyond the calendar year) in which
      the
      Employee made the excess deferral, determined in a manner which is uniform,
      nondiscriminatory and reasonably reflective of the manner used by the Plan
      Administrator to allocate income to Participants' Accounts.





14.08  ACTUAL
      DEFERRAL PERCENTAGE (ADP) TEST .
      For
      each Plan Year, the Plan Administrator must determine whether the Plan's 401(k)
      arrangement satisfies either of the following ADP tests:





(i)  The
      ADP
      for the Highly Compensated Group does not exceed 1.25 times the ADP of the
      Nonhighly Compensated Group; or





(ii)  The
      ADP
      for the Highly Compensated Group does not exceed the ADP for the Nonhighly
      Compensated Group by more than two percentage points (or the lesser percentage
      permitted by the multiple use limitation in Section 14.10) and the ADP for
      the
      Highly Compensated Group is not more than twice the ADP for the Nonhighly
      Compensated Group.





**(A)**  **Calculation
      of ADP.** The ADP
      for a group is the average of the separate deferral percentages calculated
      for
      each eligible Employee who is a member of that group. An eligible Employee's
      deferral percentage for a Plan Year is the ratio of the eligible Employee's
      deferral contributions for the Plan Year to the Employee's Compensation for
      the
      Plan Year. In determining the ADP, the Plan Administrator must include any
      Highly Compensated Employee's excess deferrals, as described in Section
      14.07(A), to this Plan or to any other Plan of the Employer and the Plan
      Administrator will disregard any Nonhighly Compensated Employee's excess
      deferrals. The Plan Administrator operationally may include in the ADP test,
      qualified nonelective contributions and qualified matching contributions the
      Plan Administrator does not use in the ACP test. The Plan Administrator, under
      prior year testing, may include qualified nonelective contributions or qualified
      matching contributions in determining the Nonhighly Compensated Employee ADP
      only if the Employer makes such contribution to the Plan by the end of the
      testing year and the Plan Administrator allocates the contribution to the prior
      Plan Year. In determining whether the Plan's 401(k) arrangement satisfies either
      ADP test, the Plan Administrator will use prior year testing, unless the
      Employer in Adoption Agreement Appendices A or B elects to use current year
      testing. An Employer may not change from current year testing to prior year
      testing






59




except
      as
      provided in the Code or in other applicable guidance. For the first Plan Year
      the Employer permits elective deferrals and the Plan is not a successor plan
      (as
      provided in the Code or in other applicable guidance), under prior year testing,
      the prior year ADP for the Nonhighly Compensated Group is 3% unless the Employer
      in an Addendum to its Adoption Agreement elects to use the actual first year
      ADP
      for the Nonhighly Compensated Group.





**(B)**  **Special
      aggregation rule for Highly Compensated Employees.** To
      determine the deferral percentage of any Highly Compensated Employee, the Plan
      Administrator must take into account any elective deferrals made by the Highly
      Compensated Employee under any other 401(k) arrangement maintained by the
      Employer, unless the elective deferrals are to an ESOP. If the plans containing
      the 401(k) arrangements have different plan years, the Plan Administrator will
      determine the combined deferral contributions on the basis of the plan years
      ending in the same calendar year.





**(C)**  **Aggregation
      of certain 401(k) arrangements.** If the
      Employer treats two or more plans as a single plan for coverage or
      nondiscrimination purposes, the Employer must combine the 401(k) arrangements
      under such plans to determine whether the plans satisfy the ADP test. This
      aggregation rule applies to the ADP determination for all eligible Employees,
      irrespective of whether an eligible Employee is a Highly Compensated Employee
      or
      a Nonhighly Compensated Employee. An Employer may aggregate 401(k) arrangements
      under this Section 14.08(C) only if the plans have the same plan years and
      use
      the same testing method. An Employer may not aggregate an ESOP (or the ESOP
      portion of a plan) with a non-ESOP plan (or non-ESOP portion of a plan). If
      the
      Employer aggregating 401(k) arrangements under this Section 14.08(C) is using
      prior year testing, the Plan Administrator must adjust the Nonhighly Compensated
      Group ADP for the prior year as provided in the Code or in other applicable
      guidance.





**(D)**  **Characterization
      of excess contributions.** If,
      pursuant to this Section 14.08, the Plan Administrator has elected to include
      qualified matching contributions in the ADP test, the excess contributions
      are
      attributable proportionately to deferral contributions and to qualified matching
      contributions allocated on the basis of those deferral contributions. The Plan
      Administrator will reduce the amount of excess contributions for a Plan Year
      distributable to a Highly Compensated Employee by the amount of excess deferrals
      (as determined in Section 14.07), if any, previously distributed to that
      Employee for the Employee's taxable year ending in that Plan Year.





**(E)**  **Distribution
      of excess contributions.** If the
      Plan Administrator determines the Plan fails to satisfy the ADP test for a
      Plan
      Year, the Trustee, as directed by the Plan Administrator, must distribute the
      excess contributions, as adjusted for allocable income under Section 14.08(F),
      during the next Plan Year. However, the Employer may incur an excise tax with
      respect to the amount of excess contributions for a Plan Year not distributed
      to
      the appropriate Highly Compensated Employees during the first 2 1/2 months
      of
      that next Plan Year. The excess contributions are the amount of deferral
      contributions made by the Highly Compensated Employees which causes the Plan
      to
      fail the ADP test. The Plan Administrator will determine the total amount of
      the
      excess contributions to the Plan by starting with the Highly Compensated
      Employee(s) who has the greatest deferral percentage, reducing his/her deferral
      percentage (but not below the next highest deferral percentage), then, if
      necessary, reducing the deferral percentage of the Highly Compensated
      Employee(s) at the next highest deferral percentage level, including the
      deferral percentage of the Highly Compensated Employee(s) whose deferral
      percentage the Plan Administrator already has reduced (but not below the next
      highest deferral percentage), and continuing in this manner until the ADP for
      the Highly Compensated Group satisfies the ADP test.





After
      the
      Plan Administrator has determined the total excess contribution amount, the
      Trustee, as directed by the Plan Administrator, then will distribute to each
      Highly Compensated Employee his/her respective share of the excess
      contributions. The Plan Administrator will determine each Highly Compensated
      Employee's share of excess contributions by starting with the Highly Compensated
      Employee(s) who has the highest dollar amount of elective deferrals, reducing
      his/her elective deferrals (but not below the next highest dollar amount of
      elective deferrals), then, if necessary, reducing the elective deferrals of
      the
      Highly Compensated Employee(s) at the next highest dollar amount of elective
      deferrals including the elective deferrals of the Highly Compensated Employee(s)
      whose elective deferrals the Plan Administrator already has reduced (but not
      below the next highest dollar amount of elective deferrals), and continuing
      in
      this manner until the Trustee has distributed all excess
      contributions.





**(F)**  **Allocable
      income.** To
      determine the amount of the corrective distribution required under this Section
      14.08, the Plan Administrator must calculate the allocable income for the Plan
      Year (but not beyond the Plan Year) in which the excess contributions arose.
      "Allocable income" means net income or net loss. To calculate allocable income
      for the Plan Year, the Plan Administrator will use a uniform and
      nondiscriminatory method which reasonably reflects the manner used by the Plan
      Administrator to allocate income to Participants' Accounts.





14.09  ACTUAL
      CONTRIBUTION PERCENTAGE (ACP) TEST .
      For
      each Plan Year, the Plan Administrator must determine whether the annual
      Employer matching contributions (other than qualified matching contributions
      used in the ADP test under Section 14.08), if any, and the Employee
      contributions, if any, satisfy either of the following ACP tests:





(i)  The
      ACP
      for the Highly Compensated Group does not exceed 1.25 times the ACP of the
      Nonhighly Compensated Group; or





(ii)  The
      ACP
      for the Highly Compensated Group does not exceed the ACP for the Nonhighly
      Compensated Group by more than two percentage points (or the lesser percentage
      permitted by the multiple use limitation in Section 14.10) and the ACP for
      the
      Highly Compensated Group is not more than twice the ACP for the Nonhighly
      Compensated Group.





60


**(A)**  **Calculation
      of ACP.** The ACP
      for a group is the average of the separate contribution percentages calculated
      for each eligible Employee who is a member of that group. An eligible Employee's
      contribution percentage for a Plan Year is the ratio of the eligible Employee's
      aggregate contributions for the Plan Year to the Employee's Compensation for
      the
      Plan Year. "Aggregate contributions" are Employer matching contributions (other
      than qualified matching contributions used in the ADP test under Section 14.08)
      and Employee contributions (as defined in Section 14.03). The Plan Administrator
      operationally may include in the ACP test, qualified nonelective contributions
      and elective deferrals not used in the ADP test. The Plan Administrator, under
      prior year testing, may include qualified nonelective contributions or qualified
      matching contributions in determining the Nonhighly Compensated Employee ACP
      only if the Employer makes such contribution to the Plan by the end of the
      testing year and the Plan Administrator allocates the contribution to the prior
      Plan Year. In determining whether the Plan satisfies either ACP test, the Plan
      Administrator will use prior year testing, unless the Employer in Appendix
      A to
      its Adoption Agreement elects to use the current year testing. An Employer
      may
      not change from current year testing to prior year testing except as provided
      in
      the Code or in other applicable guidance. For the first Plan Year the Plan
      permits matching contributions or Employee contributions and the Plan is not
      a
      successor plan (as defined in the Code or in other applicable guidance), under
      prior year testing, the prior year ACP for the Nonhighly Compensated Group
      is 3%
      unless the Employer in an Addendum to its Adoption Agreement elects to use
      the
      actual first year ACP for the Nonhighly Compensated Group.





**(B)**  **Special
      aggregation rule for Highly Compensated Employees.** To
      determine the contribution percentage of any Highly Compensated Employee, the
      aggregate contributions taken into account must include any matching
      contributions (other than qualified matching contributions used in the ADP
      test)
      and any Employee contributions made on his/her behalf to any other plan
      maintained by the Employer, unless the other plan is an ESOP. If the plans
      have
      different plan years, the Plan Administrator will determine the combined
      aggregate contributions on the basis of the plan years ending in the same
      calendar year.





**(C)**  **Aggregation
      of certain 401(m) arrangements.** If
      the
      Employer treats two or more plans as a single for coverage or nondiscrimination
      purposes, the Employer must combine the 401(m) arrangements under such plans
      to
      determine whether the plans satisfy the ACP test. This aggregation rule applies
      to the ACP determination for all eligible Employees, irrespective of whether
      an
      eligible Employee is a Highly Compensated Employee or a Nonhighly Compensated
      Employee. An Employer may aggregate 401(m) arrangements under this Section
      14.09(C) if where the plans have the same plan year and use the same testing
      method. An Employer may not aggregate an ESOP (or the ESOP portion of a plan)
      with a non-ESOP plan (or non-ESOP portion of a plan). If the Employer
      aggregating 401(m) arrangements under this Section 14.09(C) is using prior
      year
      testing, the Plan Administrator must adjust the Nonhighly Compensated Group
      ACP
      for the prior year as provided in the Code or in other applicable
      guidance.





**(D)**  **Distribution
      of excess aggregate contributions.** The Plan
      Administrator will determine excess aggregate contributions after determining
      excess deferrals under Section 14.07 and excess contributions under Section
      14.08. If the Plan Administrator determines the Plan fails to satisfy the ACP
      test for a Plan Year, the Trustee, as directed by the Plan Administrator, must
      distribute the Vested excess aggregate contributions, as adjusted for allocable
      income, during the next Plan Year. However, the Employer may incur an excise
      tax
      with respect to the amount of excess aggregate contributions for a Plan Year
      not
      distributed to the appropriate Highly Compensated Employees during the first
      2
      1/2 months of that next Plan Year. The excess aggregate contributions are the
      amount of aggregate contributions allocated on behalf of the Highly Compensated
      Employees which causes the Plan to fail the ACP test. The Plan Administrator
      will determine the total amount of the excess aggregate contributions by
      starting with the Highly Compensated Employee(s) who has the greatest
      contribution percentage, reducing his/her contribution percentage (but not
      below
      the next highest contribution percentage), then, if necessary, reducing the
      contribution percentage of the Highly Compensated Employee(s) at the next
      highest contribution percentage level, including the contribution percentage
      of
      the Highly Compensated Employee(s) whose contribution percentage the Plan
      Administrator already has reduced (but not below the next highest contribution
      percentage), and continuing in this manner until the ACP for the Highly
      Compensated Group satisfies the ACP test.





After
      the
      Plan Administrator has determined the total excess aggregate contribution
      amount, the Trustee, as directed by the Plan Administrator, then will distribute
      (to the extent Vested) to each Highly Compensated Employee his/her respective
      share of the excess aggregate contributions. The Plan Administrator will
      determine each Highly Compensated Employee's share of excess aggregate
      contributions by starting with the Highly Compensated Employee(s) who has the
      highest dollar amount of aggregate contributions, reducing the amount of his/her
      aggregate contributions (but not below the next highest dollar amount of the
      aggregate contributions), then, if necessary, reducing the amount of aggregate
      contributions of the Highly Compensated Employee(s) at the next highest dollar
      amount of aggregate contributions, including the aggregate contributions of
      the
      Highly Compensated Employee(s) whose aggregate contributions the Plan
      Administrator already has reduced (but not below the next highest dollar amount
      of aggregate contributions), and continuing in this manner until the Trustee
      has
      distributed all excess aggregate contributions.





**(E)**  **Allocable
      income.** To
      determine the amount of the corrective distribution required under this Section
      14.09, the Plan Administrator must calculate the allocable income for the Plan
      Year (but not beyond the Plan Year) in which the excess aggregate contributions
      arose. "Allocable income" means net income or net loss. The Plan Administrator
      will determine allocable income in the same manner as described in Section
      14.08(F) for excess contributions.





**(F)**  **Characterization
      of excess aggregate contributions.** The Plan
      Administrator will treat a Highly Compensated Employee's allocable share of
      excess aggregate contributions in the following priority: (1) first as
      attributable to his/her Employee




61




contributions,
      if any; (2) then as matching contributions allocable with respect to excess
      contributions determined under the ADP test described in Section 14.08; (3)
      then
      on a pro rata basis to matching contributions and to the deferral contributions
      relating to those matching contributions which the Plan Administrator has
      included in the ACP test; and (4) last to qualified nonelective contributions
      used in the ACP test. To the extent the Highly Compensated Employee's excess
      aggregate contributions are attributable to matching contributions, and he/she
      is not 100% Vested in his/her Account Balance attributable to matching
      contributions, the Plan Administrator will distribute only the Vested portion
      and forfeit the nonVested portion. The Vested portion of the Highly Compensated
      Employee's excess aggregate contributions attributable to Employer matching
      contributions is the total amount of such excess aggregate contributions (as
      adjusted for allocable income) multiplied by his/her Vested percentage
      (determined as of the last day of the Plan Year for which the Employer made
      the
      matching contribution).





14.10  MULTIPLE
      USE LIMITATION .
      If at
      least one Highly Compensated Employee is includible in the ADP test under
      Section 14.08 and in the ACP test under Section 14.09, the sum of the Highly
      Compensated Group's ADP and ACP may not exceed the multiple use
      limitation.





The
      multiple use limitation is the sum of (i) and (ii):





(i)  125%
      of
      the greater of: (a) the ADP of the Nonhighly Compensated Group for the prior
      Plan Year; or (b) the ACP of the Nonhighly Compensated Group for the Plan Year
      beginning with or within the prior Plan Year of the 401(k)
      arrangement.





(ii)  2%
      plus
      the lesser of (i)(a) or (i)(b), but no more than twice the lesser of (i)(a)
      or
      (i)(b).





The
      Plan
      Administrator, in lieu of determining the multiple use limitation as the sum
      of
      (i) and (ii), may elect to determine the multiple use limitation as the sum
      of
      (iii) and (iv):





(iii)  125%
      of
      the lesser of: (a) the ADP of the Nonhighly Compensated Group for the prior
      Plan
      Year; or (b) the ACP of the Nonhighly Compensated Group for the Plan Year
      beginning with or within the prior Plan Year of the 401(k)
      arrangement.





(iv)  2%
      plus
      the greater of (iii)(a) or (iii)(b), but no more than twice the greater of
      (iii)(a) or (iii)(b).





If
      the
      Employer has elected in its Adoption Agreement to use current year testing,
      the
      multiple use limitation is calculated using the Nonhighly Compensated Group's
      current Plan Year data. The Plan Administrator will determine whether the Plan
      satisfies the multiple use limitation after applying the ADP test under Section
      14.08 and the ACP test under Section 14.09 and using the deemed maximum
      corrected ADP and ACP percentages in the event the Plan failed either or both
      tests. If, after applying this Section 14.10, the Plan Administrator determines
      the Plan has failed to satisfy the multiple use limitation, the Plan
      Administrator will correct the failure by treating the excess amount as excess
      contributions under Section 14.08 or as excess aggregate contributions under
      Section 14.09, as the Plan Administrator determines in its sole discretion.
      This
      Section 14.10 does not apply unless, prior to application of the multiple use
      limitation, the ADP and the ACP of the Highly Compensated Group each exceeds
      125% of the respective percentages for the Nonhighly Compensated
      Group.





14.11  DISTRIBUTION
      RESTRICTIONS .
      The
      Employer in Adoption Agreement Section 6.01 must elect the distribution events
      permitted under the Plan. The distribution events applicable to the
      Participant's deferral contributions Account, qualified nonelective
      contributions Account, qualified matching contributions Account and safe harbor
      contributions Account (collectively, "restricted balances") must satisfy the
      distribution restrictions described in Section 14.03(d).





**(A)**  **Hardship
      Distributions from Deferral Contributions Account.** The
      Employer must elect in Adoption Agreement Section 6.01 whether a Participant
      may
      receive hardship distribution (as defined in Section 6.09) from his/her deferral
      contributions Account prior to the Participant's Separation from Service. A
      hardship distribution from the deferral contributions Account also must satisfy
      the requirements of this Section 14.11(A). A hardship distribution option may
      not apply to a Participant's qualified nonelective contributions Account,
      qualified matching contributions Account, nor to his/her safe harbor
      contributions Account except as provided in Paragraph (2).





(1)  **Restrictions.** The
      following restrictions apply to a Participant who receives a hardship
      distribution from his/her deferral contributions Account: (a) the Participant
      may not make elective deferrals or Employee contributions to the Plan for the
      12-month period following the date of his/her hardship distribution; (b) the
      distribution may not exceed the amount of the Participant's immediate and heavy
      financial need (including any amounts necessary to pay any federal, state or
      local income taxes or penalties reasonably anticipated to result from the
      distribution); (c) the Participant must have obtained all distributions, other
      than hardship distributions, and all nontaxable loans (determined at the time
      of
      the loan) currently available under this Plan and all other qualified plans
      maintained by the Employer; and (d) the Participant must limit elective
      deferrals under this Plan and under any other qualified plan maintained by
      the
      Employer, for the Participant's taxable year immediately following the taxable
      year of the hardship distribution, to the 402(g) limitation (as described in
      Section 14.07), reduced by the amount of the Participant's elective deferrals
      made in the taxable year of the hardship distribution. The suspension of
      elective deferrals and Employee contributions described in clause (a) also
      must
      apply to all other qualified plans and to all nonqualified plans of deferred
      compensation maintained by the Employer, other than any mandatory employee
      contribution portion of a defined benefit plan, including stock option, stock
      purchase and other similar






62




plans,
      but not including health or welfare benefit plans (other than the cash or
      deferred arrangement portion of a cafeteria plan). The Plan Administrator,
      absent actual contrary knowledge, may rely on a Participant's written
      representation that the distribution is on account of hardship (as defined
      in
      Section 6.09) and also satisfies clause (b). In addition, clause (c) regarding
      loans does not apply if the loan to the Participant would increase the
      Participant's hardship need.





(2)  **Earnings.** A
      hardship distribution may not include earnings on an Employee's elective
      deferrals credited after December 31, 1988. Qualified matching contributions
      and
      qualified nonelective contributions, and any earnings on such contributions,
      credited as of December 31, 1988, are subject to withdrawal for a hardship
      distribution only if the Employer in an Addendum to its Adoption Agreement
      elects to permit such withdrawals. The Addendum may modify the December 31,
      1988, date for purposes of determining credited amounts, provided the date
      is
      not later than the end of the last Plan Year ending before July 1,
      1989.





**(B)**  **Distributions
      after Separation from Service.** Following the Participant's Separation from Service, the distribution events
      applicable to the Participant apply equally to all of the Participant's
      Accounts.





14.12  SPECIAL
      ALLOCATION AND VALUATION RULES .
      If the
      401(k) arrangement provides for salary reduction contributions, if the Plan
      accepts Employee contributions, or if the Plan allocates matching contributions
      as of any date other than the last day of the Plan Year, the Employer in
      Adoption Agreement Sections 9.08 and 10.15 must elect the method the Plan
      Administrator will apply to allocate net income, gain or loss to such
      contributions made during the Plan Year and any alternative valuation dates
      for
      the different Account types which the Plan Administrator maintains under the
      Plan.





63





AMENDMENT
      TO


DEFINED
      CONTRIBUTION PLAN AND TRUST








Effective
      with respect to Employers adopting this prototype plan on or after July 1,
      2002,
      Section 10.03(G) of the Plan is amended in its entirety to read as
      follows:





**(G)**  **Modifications
      of Trust.** The
      Employer in its Standardized Adoption Agreement may not amend any provision
      of
      Article X (or any other provision of the Plan related to the Trust) except
      to
      specify the Trust year, the names of the Plan, the Employer, the Trustee, the
      Custodian, the Plan Administrator, other fiduciaries or the name of any pooled
      trust in which the Trust will participate. The Employer in its Nonstandardized
      Adoption Agreement, in addition to the foregoing amendments, may amend or
      override the administrative provisions of Article X (or any other provision
      of
      the Plan related to the Trust), including provisions relating to Trust
      investment and Trustee duties. Any such amendment: (1) must not conflict with
      any other provisions of the Plan (except as expressly are intended to override
      an existing Trust provision); (2) must not cause the Plan to violate Code
§401(a); and (3) must be made in accordance with Rev. Proc. 2000-20 or any
      successor thereto. The Employer using either a Standardized or Nonstandardized
      Adoption Agreement to establish its Plan, subject to the conditions (1), (2)
      and
      (3) described above, may elect to substitute in place of Article X and the
      remaining trust provisions of the basic plan document, any other trust or
      custodial account agreement that has been approved by the IRS for use with
      this
      Plan. All Section 10.03(G) Trust modifications or substitutions are subject
      to
      Section 13.02 and require the written consent or signature of the Trustee.





Pursuant
      to Section 13.03 of the Plan, the mass submitter of the prototype plan has
      made
      this amendment (as evidenced by the submission of the amendment to the Internal
      Revenue Service for inclusion with the mass submitter prototype plan) on behalf
      of minor modifier Prototype Plan Sponsors that received opinion letters prior
      to
      March 1, 2002, and all identical Prototype Plan Sponsors of the mass submitter
      prototype plan.