Exhibit 10.8 - Cleco Power 401(k) 2005 Amendment and Restatement





EXHIBIT 10.8

 

CLECO POWER LLC

401(k) SAVINGS AND
INVESTMENT PLAN

 

 

(As Amended and Restated
Generally Effective October 1, 2005)

 

 

 







CLECO POWER LLC


401(k) SAVINGS AND
INVESTMENT PLAN

 

(As Amended and Restated
Generally Effective October 1, 2005)

I N
D E X

	 	 	Page
	ARTICLE I  
    	DEFINITIONS   
    	2
	Section:	 	 
	
          1.1
	Accounts	2
	
          1.2
	
    Administrator	2
	
          1.3
	Affiliate	2
	
          1.4
	After-Tax
    Contributions	2
	
          1.5
	After-Tax
    Contribution Account	2
	
          1.6
	Anniversary
    Date	2
	
          1.7
	Beneficiary	2
	
          1.8
	
    Code	
    2
	
          1.9
	Company	2
	
          1.10
	Company
    Stock	2
	
          1.11
	Committee	3
	
          1.12
	
    Compensation	3
	
          1.13
	
    Contribution	4
	
          1.14
	Defined
    Benefit Plan	4
	
          1.15
	Effective
    Date	4
	
          1.16
	Employee	4
	
          1.17
	Employer	4
	
          1.18
	Employer
    Matching Contribution	4
	
          1.19
	Employer
    Matching Contribution Account	4
	
          1.20
	Entry Date	5
	
          1.21
	ERISA	5
	
          1.22
	ESOP
    Account	5
	
          1.23
	ESOP
    Contributions	5
	
          1.24
	ESOP Fund	5
	
          1.25
	Exempt Loan	5
	
          1.26
	Financed
    Stock	5
	
          1.27
	Fiduciaries	5
	
          1.28
	Hours of
    Service	5
	
          1.29
	Investment
    Fund	6


 

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	 	 	Page
	
         1.30 
	Investment
    Manager	6
	
         1.31
	Leased
    Employee	7
	
         1.32
	1985 Plan	7
	
         1.33
	1989 Plan	7
	
         1.34
	1991 Plan	7
	
         1.35 
	Participant	7
	
         1.36
	Plan	7
	
         1.37
	Plan Year	7
	
         1.38
	Pre-Tax
    Contributions	7
	
         1.39
	Pre-Tax
    Contribution Account	7
	
         1.40
	
    Retirement	
    7
	
         1.41
	Retirement
    Date	7
	
         1.42
	Rollover
    Account	8
	
         1.43
	Rollover
    Contribution	8 
	
         1.44
	Service	8
	
         1.45
	Stock
    Suspense Account	8
	
         1.46
	Trust	8
	    
    1.47	Trustee	8
	    
    1.48 	Trust Fund	8
	    
    1.49	2005 Plan	8
	    
    1.50	Valuation
    Date 	 8
	    
    1.51	Vesting
    Computation Period	8
	    
    1.52	Vesting
    Service	8
	 	 	 
	ARTICLE II  
    	
    ADMINISTRATION OF THE PLAN	10
	Section:	 	 
	    
    2.1	Appointment
    of Committee	10
	    
    2.2	Records of
    Committee	10
	    
    2.3	Committee
    Action	10
	    
    2.4 	Committee
    Disqualification	10
	    
    2.5	Committee
    Compensation and Expenses	11
	    
    2.6	Committee
    Liability	11
	    
    2.7	Committee
    Determinations	11
	    
    2.8	Information
    from Employer	12
	    
    2.9	Uniform
    Administration	13
	    
    2.10	Reporting
    Responsibilities	13
	    
    2.11	Disclosure
    Responsibilities	13
	    
    2.12	Annual
    Statements	13
	    
    2.13	Allocation
    of Responsibility Among Fiduciaries for Plan and Trust Administration	13


            -iii-




	 	 	
    Page
	    
    2.14	Annual
    Audit	14
	    
    2.15 	Presenting
    Claims for Benefits	14
	    
    2.16	Claims
    Review Procedure	15
	    
    2.17	Disputed
    Benefits	16
	 	 	 
	ARTICLE III	
    PARTICIPATION IN THE PLAN	17
	Section:	 	 
	    
    3.1	Eligibility
    of Employees	17
	    
    3.2	Employee
    Information	17
	    
    3.3	
    Notification of Eligible Employees	17
	    
    3.4	Application
    by Participants	17
	    
    3.5	Authorized
    Absences	18
	    
    3.6	Vesting
    Service	19
	    
    3.7	Break In
    Service	19
	    
    3.8 	
    Participation and Vesting upon Re-Employment	19
	    
    3.9 	Transfers	20
	    
    3.10	Qualified
    Military Service	21
	 	 	 
	ARTICLE IV
    	
    CONTRIBUTIONS TO THE PLAN	22
	Section:	 	 
	    
    4.1	Employer
    Contributions	22
	    
    4.2	Pre-Tax
    Contributions	22
	    
    4.3	Actual
    Deferral Percentage	24
	    
    4.4	Actual
    Deferral Percentage Limits	24
	    
    4.5	Reduction
    of Pre-Tax Contribution Rates	25
	    
    4.6	Increase in
    Pre-Tax Contribution Rates	 25
	    
    4.7	Excess
    Pre-Tax Contributions	25
	    
    4.8	
    Contribution Percentage and ESOP Percentage	27
	    
    4.9	
    Contribution Percentage and ESOP Percentage Limits	28
	    
    4.10	Treatment
    of Excess Aggregate Contributions or ESOP Contributions 	29
	    
    4.11	Multiple
    Use of Alternative Limitation	30
	    
    4.12	ESOP
    Contributions, Employer Matching Contributions and Pre-Tax Contributions To
    Be Tax-Deductible	31
	    
    4.13	Maximum
    Allocations	 31
	    
    4.14	Refunds to
    Employer	31


     -iv-





	 	 	Page
	ARTICLE V	
    PARTICIPANTS' ACCOUNTS 	 
	Section:	 	32
	    
    5.1	Trust
    Accounts	32
	    
    5.2	Valuation
    of Trust Fund	32
	    
    5.3	Allocation
    to Accounts	33
	    
    5.4	Treatment
    of Company Stock Purchased with an Exempt Loan	36
	    
    5.5	Maximum
    Annual Additions	37
	    
    5.6	Borrowings
    to Purchase Company Stock; Certain Conditions Applicable to Such Company
    Stock	42
	 	 	 
	ARTICLE VI	
    PARTICIPANTS' BENEFITS	45
	Section:	 	 
	    
    6.1	Termination
    of Service	45
	    
    6.2	Disability
    of Participants	45
	    
    6.3	Death of
    Participants	45
	    
    6.4	Retirement
    of Participants on or After Retirement Date	46
	    
    6.5	In-Service
    Distributions 	46
	    
    6.6 	Payments of
    Benefits	46
	    
    6.7	
    Participation Rights Determined as of Valuation Date Preceding Termination
    of Employment	49
	    
    6.8	Required
    Minimum Distributions	49
	    
    6.9	Unclaimed
    Benefits	55
	    
    6.10	ESOP
    Allocations	55
	    
    6.11	Right to
    Transfer Eligible Rollover Distribution	55
	 	 	 
	ARTICLE VII	WITHDRAWALS
    AND LOANS	58
	Section:	 	 
	    
    7.1	Withdrawal
    of Pre-Tax Contribution Account on or After Age 591/2	58
	    
    7.2	Withdrawal
    of After-Tax Contributions and Rollover Account	58
	    
    7.3	Conditions
    of Withdrawals of After-Tax Contributions and Rollover Account	58
	    
    7.4	Hardship
    Withdrawals from Pre-Tax Contribution Account	58
	    
    7.5	Loans	60
	 	 	 
	ARTICLE
    VIII	INVESTMENT
    DIRECTIONS 	 62
	Section:	 	 
	    
    8.1	Investment
    of Trust Fund	62
	    
    8.2 	
    Diversification Election	64
	    
    8.3 	Voting of
    Company Stock; Exercise of Other Rights  	65


        -v-





	 	 	Page
	ARTICLE IX	TRUST AND
    TRUST FUND	67
	Section	 	 
	    
    9.1	Trust	67
	    
    9.2 	Benefits
    Paid Solely from Trust Fund  	67
	    
    9.3	Committee
    Directions to Trustee	67
	    
    9.4	Trustee's
    Reliance on Committee Instructions	67
	    
    9.5	Authority
    of Trustee in Absence of Instructions from the Committee	67
	    
    9.6	Compliance
    with Exchange Act Rule 10(b)(18)	68
	 	 	 
	
    ARTICLE X	
    ADOPTION OF PLAN BY OTHER CORPORATIONS,	 
	 	AMENDMENT
    AND TERMINATION OF THE PLAN, AND	 
	 	DISCONTINUANCE OF
CONTRIBUTIONS TO THE TRUST	 
	 	FUNDS	69
	Section:	 	 
	    
    10.1 	Adoption by
    Employers	69
	    
    10.2 	Continuous
    Service	69
	    
    10.3	Amendment
    of the Plan	 70
	    
    10.4	Termination
    of the Plan	70
	    
    10.5	
    Distribution of Trust Fund on Termination	  70
	    
    10.6	Effect of
    Discontinuance of Contributions	71
	    
    10.7	Merger of
    Plan with Another Plan	71
	 	 	 
	ARTICLE XI	TOP-HEAVY
    PLAN REQUIREMENTS	72
	Section:	 	 
	    
    11.1	General
    Rule	72
	    
    11.2	Vesting
    Provisions	72
	    
    11.3	Minimum
    Contribution Provisions	72
	    
    11.4	
    Coordination with Other Plans	73
	    
    11.5	
    Distributions to Certain Key Employees	74
	    
    11.6	
    Determination of Top-Heavy Status	74
	 	 	 
	ARTICLE XII	
    MISCELLANEOUS PROVISIONS	79
	Section:	 	 
	    
    12.1	Terms of
    Employment	79
	    
    12.2 	Controlling
    Law  	79
	    
    12.3	Invalidity
    of Particular Provisions	79
	    
    12.4	
    Non-Alienability of Rights of Participants	79
	    
    12.5	Payments in
    Satisfaction of Claims of Participants 	80
	    
    12.6 	Payments
    Due Minors and Incompetents	80
	    
    12.7 	Acceptance
    of Terms and Conditions of Plan by Participants	80
	    
    12.8	
    Impossibility of Diversion of Trust Fund	80


                           -vi-






CLECO POWER LLC 401(k)
SAVINGS AND INVESTMENT PLAN

 (As Amended and Restated
Generally Effective October 1, 2005)

Recitals

                        Cleco Power LLC (the
successor to Cleco Utility Group, Inc., formerly known as Cleco Corporation and
Central Louisiana Electric Company, Inc.) (the "Company"), a
Louisiana corporation with its principal place of business in Pineville,
Louisiana, established the Central Louisiana Electric Company, Inc. 401(k)
Savings and Investment Plan (the "1985 Plan"), effective January 1,
1985, for the benefit of its eligible Employees.  Effective January 1, 1989,
the 1985 Plan was amended to comply with the provisions of the Tax Reform Act
of 1986 and to make certain other changes therein (the "1989 Plan").

                        Effective April 2, 1991,
the Board of Directors of the Company authorized the amendment and restatement
of the 1989 Plan (the "1991 Plan") to include an employee stock
ownership plan which is a stock bonus plan intended to qualify under Sections
401(a) and 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"), and as such is designed to invest primarily in Company
Stock.  The 1991 Plan was amended and restated effective January 1, 1994, and was
amended and restated again effective January 1, 2004. 

                        The Company again wishes
to amend and restate the Plan in the form set forth herein (the
"Plan" or the "2005 Plan") effective October 1, 2005 (unless
otherwise provided).

                        The Cleco Power LLC 401(k)
Savings and Investment Plan Stock Trust Agreement (originally established
effective January 1, 1985 as the Central Louisiana Electric Company 401(k)
Savings and Investment Trust and which was combined with the Cleco Corporation
401(k) Savings and Investment Plan Stock Trust Agreement pursuant to an
amendment and restatement effective August 1, 1997), is intended to continue to
effect and to form a part of this Plan.  The Plan and Trust Agreement are also
intended to meet the requirements of Sections 401(a), 401(k), and 501(a) of the
Code, and the requirements of the Employee Retirement Income Security Act of
1974, as either may be amended from time to time.

                        The provisions of this
Plan shall apply to a Participant who continues his Service after the Effective
Date.  Except as otherwise set forth herein, the rights and benefits, if any,
of a former Participant who terminated his Service before the Effective Date
shall be determined under the terms of the Plan that were in effect on the date
his Service terminated.

                        NOW, THEREFORE, CLECO
Power LLC hereby amends, restates in its entirety and continues the Cleco Power
LLC 401(k) Savings and Investment Plan, effective October 1, 2005 (unless otherwise
provided), as follows:

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan	 
	
    Amended and Restated Effective October 1, 2005	Page 1
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ARTICLE I

DEFINITIONS

                        As used in the Plan, the
following words and phrases shall have the following meanings unless the
context clearly requires a different meaning:

            1.1      
Accounts:  The
accounts maintained for a Participant pursuant to Section 5.1.

            1.2      
Administrator:  The
Company or, at the Company's election pursuant to Section 2.1, the Retirement Committee.

            1.3      
Affiliate:  A
corporation or other trade or business which, together with the Company, is
"under common control" within the meaning of Section 414(b) or (c),
as modified by Section 415(h) of the Code; any organization (whether or not
incorporated) which is a member of an "affiliated service group"
(within the meaning of Section 414(m) of the Code) which includes the Company;
and any other entity required to be aggregated with the Company pursuant to
regulations under Section 414(o) of the Code.

            1.4      
After-Tax Contributions: 
Any amount contributed prior to January 1, 1989 by a Participant to the Plan
from his Compensation as After-Tax Contributions pursuant to the 1985 Plan.

            1.5      
After-Tax Contribution
Account:  The account or accounts maintained for each Participant who made
After-Tax Contributions to the 1985 Plan to reflect his After-Tax Contributions
and adjustments relating thereto.

            1.6      
Anniversary Date:  
January 1.

            1.7      
Beneficiary:  Such
natural person or persons, or the trustee of an inter vivos trust for
the benefit of natural persons, entitled to receive a Participant's death
benefits under the Plan, as provided in Section 6.3 hereof.

            1.8      
Code:  The Internal
Revenue Code of 1986, as amended from time to time.

            1.9      
Company:  Cleco
Power LLC, a Louisiana corporation, or a successor to Cleco Power LLC, in the
ownership of substantially all of its assets.

            1.10    
Company Stock: 
Stock of the Company or an Affiliate which shall meet one of the following
requirements:

            (a)        Such
stock may be common stock of the Company or an Affiliate which is readily
tradable on an established securities market;

 

         (b)        If
there is no such readily tradable common stock, then the term "Company
Stock" shall mean common stock issued by the Company 

 

 

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan	 
	
    Amended and Restated Effective October 1, 2005	Page 2
    of 82




 

 

or an Affiliate
having a combination of voting power and dividend rights equal to or in excess
of (i) the class of common stock of the Company (or an Affiliate) having the
greatest voting power and (ii) the class of common stock of the Company (or an
Affiliate) having the greatest dividend rights;

 

            (c)        "Company
Stock" may be non-callable preferred stock issued by the Company (or an Affiliate
thereof) that is convertible to any stock that meets the requirements of the
applicable subparagraph (a) or (b) above and if such conversion is at a
conversion price which (determined as of the date of acquisition by the Plan)
is reasonable. For purposes of this subparagraph (c), preferred stock shall be
treated as non-callable if, after the call, there is a reasonable opportunity
for a conversion which meets the requirements of this paragraph.

            1.11    
Committee:  The Retirement
Committee appointed by the Board of Directors of the Company pursuant to
Section 2.1.

            1.12    
Compensation:  The
total compensation actually paid to the respective Participants by the Employer
during the applicable payroll period, including salaries, wages, commissions,
overtime pay and any other payments of compensation which would be subject to
tax under Section 3401(a) of the Code, determined without regard to any dollar
limitations under Section 3121(a)(1) of the Code.  The Compensation of a
Participant shall also include any amount which is not currently includable in
the Participant's gross income by reason of the application of Sections 125,
402(a)(8), 402(h)(1)(B) or 403(b) of the Code.  The Compensation of the
respective Participants as reflected by the books and records of the Employer
shall be conclusive. Notwithstanding anything herein to the contrary, effective
January 1, 1989, in no event shall the Compensation taken into account under
the Plan for any Participant during a given Plan Year exceed $200,000 or such other
dollar amount as may be prescribed by the Secretary of the Treasury or his
delegate under Section 401(a)(17) of the Code.

                        In addition to other
applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the Compensation of each Employee taken into account under the
Plan shall not exceed $150,000, as adjusted by the Commissioner for increases
in the cost of living in accordance with section 401(a)(17)(B) of the Internal
Revenue Code.  The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which Compensation is
determined (determination period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the Compensation limit will be
multiplied by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.

                        For Plan Years beginning
on or after January 1, 1994, any reference in this Plan to the limitation under
section 401(a)(17) of the Code shall mean the Compensation limit set forth in
this provision.

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan	 
	
    Amended and Restated Effective October 1, 2005	Page 3
    of 82




                        If Compensation for any
prior determination period is taken into account in determining an Employee's
benefits accruing in the current Plan Year, the Compensation for that prior
determination period is subject to the Compensation limit in effect for that
prior determination period.  For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or after
January 1, 1994, the Compensation limit is $150,000.

                        The annual Compensation
of each Participant taken into account in determining allocations for any Plan
Year beginning January 1, 2002, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Code Section 401(a)(17)(B).  Annual
Compensation means Compensation during the Plan Year or such other consecutive
12-month period over which Compensation is otherwise determined under the Plan
(the determination period).  The cost-of-living adjustment in effect for a
calendar year applies to annual Compensation for the determination period that
begins with or within such calendar year.

            1.13    
Contribution:  Any
amount contributed to the Trust Fund pursuant to the provisions of this Plan by
the Employer or by a Participant from his Compensation, including ESOP
Contributions, Employer Matching Contributions, Pre-Tax Basic Contributions or
Pre-Tax Excess Contributions.

            1.14    
Defined Benefit Plan: 
Any defined benefit plan (as defined in Section 415(k) of the Code) maintained
by the Company or by any Affiliate.

            1.15    
Effective Date:  October
1, 2005, unless a different effective is specified in this amendment and
restatement of the Plan.

            1.16    
Employee:  Any
person employed by an Employer and any person employed by an Affiliate,
including but not limited to (a) all directors and officers of an Employer
except any such person who is not regularly and principally employed by such Employer
and (b) any Leased Employee performing services for an Employer except any such
person who is covered by a money purchase pension plan that is provided by the
leasing organization and requires a non-integrated employer contribution rate
of at least ten percent (10%) of compensation, immediate participation and full
and immediate vesting.

            1.17    
Employer:  The
Company, its successors and any eligible organization that shall adopt this
Plan pursuant to the provisions of Article X, and the successors, if any, to
such organization.

            1.18    
Employer Matching
Contribution:  Any amount, with the exception of ESOP Contributions,
contributed to the Trust Fund by the Employer pursuant to Section 4.1.

            1.19    
Employer Matching
Contribution Account:  The account maintained for each Participant to
reflect the Employer Matching Contributions to the Plan for each Participant before
the effective date of the 1991 Plan and any adjustments thereto made pursuant
to the provisions of the Plan.

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan	 
	
    Amended and Restated Effective October 1, 2005	Page 4
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            1.20    
Entry Date:  Any day
during the calendar year.

            1.21    
ERISA:  Public Law
No. 93-406, the Employee Retirement Income Security Act of 1974, as amended
from time to time.

            1.22    
ESOP Account:  The
account maintained for each Participant to reflect the interest in the ESOP
Fund allocated to each Participant.

            1.23    
ESOP Contributions: 
The Employer Contributions to the Trust for the purpose of repayment of an
Exempt Loan, as described in Section 4.1.

            1.24    
ESOP Fund:  The
investment fund held by the Trustee, which shall be primarily invested and
reinvested in shares of Company Stock.

            1.25    
Exempt Loan:  Any
loan or other extension of credit that is used to finance the purchase of
Company Stock by the Trustee and that meets the requirements of Section 5.6.

            1.26    
Financed Stock:  Company
Stock acquired with the proceeds of an Exempt Loan. 

            1.27    
Fiduciaries:  The
Employer, the Committee, the Trustee, and any other person designated as a
Fiduciary with respect to the Plan or the Trust, but only with respect to the
specific responsibilities of each as described in Section 2.13 hereof.  Any
person or group of persons may serve in more than one fiduciary capacity with
respect to the Plan. 

            1.28    
Hour of Service:  An
Employee shall be credited with an Hour of Service as follows:

            (a)        An
Hour of Service shall be credited to an Employee for each hour for which an
Employee is directly paid, or entitled to payment, by the Employer or an
Affiliate for the performance of duties during the applicable computation
period.  Such hours shall be credited to the Employee for the computation
period or periods in which the duties were performed.

 

            (b)        An
Hour of Service shall be credited to an Employee for each hour for which back
pay, irrespective. of mitigation of damages, has been either awarded or agreed
to by the Employer or an Affiliate.  These hours shall be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement, or
payment is made.  Hours of Service shall not be credited to an Employee under
both paragraphs (a) and (b) of this Section.

 

            (c)        In
addition to Hours of Service credited in paragraphs (a) and (b) of this
Section, an Hour of Service shall be credited to an Employee for each hour for
which such Employee is directly or indirectly paid, or entitled to such payment
by the Employer or an Affiliate for reasons (such as vacation, sickness 

 

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan	 
	
    Amended and Restated Effective October 1, 2005	Page 5
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or
disability) other than for the performance of duties during the applicable
computation period.  For purposes of this paragraph (c), irrespective of
whether such hours have accrued in other computation periods, such hours shall
be counted in the computation period in which either payment is actually made
or amounts payable to the Employee come due. For purposes of this paragraph
(c), Hours of Service shall be determined by dividing the payments received or
due for reasons other than the performance of duties by the lesser of (i) the
Employee's most recent hourly rates of compensation for the performance of
duties or (ii) the Employee's average hourly rate of compensation for the
performance of duties for the most recent computation period in which the
Employee completed more than five hundred (500) Hours of Service.

 

            (d)        The
number of Hours of Service which are credited for reasons other than the
performance of duties for the Employer in determining a Break In Service shall
be determined in accordance with Sections 2530.200b-2(b) and (c) of Title 29,
Chapter XXV of the Code of Federal Regulations.

Hours of Service will be credited for employment
with other members of an affiliated service group (under Section 414(m)), a
controlled group of corporations (under Section 414(b)) or a group of trades or
businesses under common control (under Section 414(c)), of which the adopting
Employer is a member.  Notwithstanding anything in this Plan to the contrary,
Hours of Service shall not be credited for employment with the Employer or an
Affiliate before it becomes or after it ceases to be a member of an affiliated
service group, a controlled group of corporations or a group of trades or
businesses under common control or for any period when such Employer or
Affiliate does not maintain this Plan.

                        Solely for purposes of
determining whether a Break In Service, as defined in Section 3.7, for
participation and vesting purposes has occurred in a computation period for any
Plan Year beginning after December 31, 1984, an individual who is absent from
work for maternity or paternity reasons shall receive credit for the Hours of
Service which would otherwise have been credited to such individual but for
such absence, or in any case in which such hours cannot be determined, eight
(8) Hours of Service per day of such absence.  For purposes of this paragraph,
an absence from work for maternity or paternity reasons means an absence (i) by
reason of the pregnancy of the individual, (ii) by reason of the birth of a
child of the individual, (iii) by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual or
(iv) for purposes of caring for such child for a period beginning immediately
following such birth or placement.  The Hours of Service credited under this
paragraph shall be credited (1) in the computation period in which the absence
begins if the crediting is necessary to prevent a Break In Service in that
period or (2) in all other cases, in the following computation period.

            1.29    
Investment Fund: 
One of the Investment Funds established and held under the Trust Fund, as
described in Section 8.1. 

            1.30    
Investment Manager: 
The Investment Manager, if any, appointed under the Trust, as such term is
defined by Section 3(38) of ERISA.

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan	 
	
    Amended and Restated Effective October 1, 2005	Page 6
    of 82




            1.31    
Leased Employee: 
Each person who is not an employee of the Employer or an Affiliate but who
performs services for the Employer or an Affiliate pursuant to a leasing
agreement (oral or written) between the Employer or an Affiliate and any
leasing organization, provided that such person has performed such services for
the Employer or an Affiliate or for related persons (within the meaning of
Section 414(n)(3) of the Code) on a substantially full-time basis for a period
of at least one year and such services are performed under primary direction or
control by the Employer or an Affiliate.  Notwithstanding the preceding
sentence, the term "Leased Employee" shall not include any individual
who is deemed to be an employee of an Employer or an Affiliate under Section
414(n)(5) of the Code. 

            1.32    
1985 Plan:  The
Central Louisiana Electric Company 401(k) Savings and Investment Plan as
established effective January 1, 1985.

            1.33    
1989 Plan:  The
Central Louisiana Electric Company 401(k) Savings and Investment Plan as
amended and restated by the Company on January 1, 1989.

            1.34    
1991 Plan:  The
Central Louisiana Electric Company, Inc. 401(k) Savings and Investment Plan, as
amended and restated effective April 2, 1991.

            1.35    
Participant:  An
eligible Employee for whom an Account is maintained under the Plan.

            1.36    
Plan:  The Plan set
forth herein, intended to constitute a profit-sharing plan under Section
401(a)(27) of the Code and an employee stock ownership plan under Section
4975(e)(7) of the Code, including all subsequent amendments hereto.

            1.37    
Plan Year:  Each
fiscal year commencing January 1 and ending December 31 of each calendar year.

            1.38    
Pre-Tax Contributions: 
Any amount deferred by a Participant from his Compensation as "Pre-Tax
Basic Contributions" and "Pre-Tax Excess Contributions" pursuant
to Section 4.2.

            1.39    
Pre-Tax Contribution
Account:  The account or accounts maintained for each Participant to
reflect his Pre-Tax Basic Contributions and Pre-Tax Excess Contributions to the
Plan, and any adjustments thereto made pursuant to the provisions of the Plan.

            1.40    
Retirement: 
Termination of employment on or after the Retirement Date of a Participant.

            1.41    
Retirement Date: 
With respect to Employees employed prior to January 1, 1988, the term
"Retirement Date" shall mean the first day of the calendar month
coincident with or next following the sixty-fifth (65th) birthday of a
Participant; and, with respect to Employees hired on or after January 1, 1988,
such term shall mean the later of (i) the 

 

	
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Participant's attainment of age
sixty-five (65) or (ii) the Participant's completion of five (5) years of
Vesting Service.

            1.42    
Rollover Account: 
The account maintained for each Employee who has made a contribution to the
Trust Fund of amounts distributed to him from a plan that is qualified under
Sections 401(a) and 501(a) of the Code or an individual retirement account in
accordance with the provisions of Section 5.3.

            1.43    
Rollover Contribution: 
Any amount contributed by a Participant to his Rollover Account.

           1.44    
Service:  Active
employment as an Employee of an Employer except that if active employment shall
be interrupted by authorized absences of the kinds described in Section 3.5,
such interruption of active employment shall not be considered as an
interruption of Service.

            1.45    
Stock Suspense Account: 
The suspense account maintained by the Trustee in accordance with Section 5.1,
and to which will be credited all shares of Financed Stock prior to the
allocation of such shares to the ESOP Accounts in accordance with Section 5.3.

1.46     Trust:  The
Cleco Power LLC 401(k) Savings and Investment Plan Stock Trust Agreement (as it
may be amended), which was established effective January 1, 1985 as the Central
Louisiana Electric Company 401(k) Savings and Investment Plan Stock Trust
Agreement, which was most recently amended and restated effective August 1,
1997, and which was further amended effective as of January 1, 2004.

            1.47    
Trustee:  Effective
as of January 1, 2004, JPMorgan Chase Bank.

           
1.48     Trust Fund:  All
contributions of Employers and Participants, and the investments and
reinvestments thereof, held by the Trustee under the Trust, together with all
income, profits or increments thereon.

            1.49    
2005 Plan:  The
Cleco Power LLC 401(k) Savings and Investment Plan as amended and restated effective
as of October 1, 2005 (unless otherwise provided).

            1.50    
Valuation Date: 
Each business day of the Plan Year.  The last business day of each calendar
quarter shall be the "quarterly Valuation Date," and the last day of
December of each Plan Year shall be the "annual Valuation Date."

            1.51    
Vesting Computation
Period:  The twelve (12) consecutive month period beginning January 1 and
ending December 31.

            1.52    
Vesting Service: 
The period of a Participant's employment considered in the determination of his
eligibility for benefits under Section 3.6 of the Plan.

 

	
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                        Words used in this Plan
and in the Trust in the singular shall include the plural and in the plural the
singular, and the gender of words used shall be construed to include whichever
may be appropriate under any particular circumstances of the masculine,
feminine or neuter genders.

 

	
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ARTICLE II

ADMINISTRATION OF THE
PLAN

            2.1      
Appointment of
Committee:  The Board of Directors of the Company shall appoint the
Retirement Committee (the "Committee" herein) of not less than three
(3) persons, each of whom may or may not be Employees of the Company or
Participants in the Plan, to perform the administrative duties set forth
herein.  If so appointed, the Committee shall be the administrator of the Plan
for the purposes of ERISA.  Each member of the Committee shall serve without
compensation and without bond (unless otherwise required by law) for such term
as the Board of Directors of the Company may designate or until his death,
resignation or removal by the Board.  Any person appointed as a member of the
Committee shall signify his acceptance by filing his written acceptance with
the Board of Directors and with the Secretary of the Committee.  The Board of
Directors of the Company shall promptly appoint successors to fill any vacancies
in the Committee.  The Committee shall elect a Chairman from its number, and a Secretary
and such other officers as the Committee may determine who may, but need not be,
members of the Committee, to serve at the pleasure of the Committee.

            2.2      
Records of Committee: 
The Committee shall keep appropriate records of its proceedings and the
administration of the Plan.  In its sole discretion, the Committee may appoint
one or more recordkeepers to record information relating to the administration
of the Plan. The Committee shall make available to Participants and their
Beneficiaries for examination, during business hours, such records of the Plan
as pertain to the examining person and such documents relating to the Plan as
are required by any applicable disclosure acts.

            2.3      
Committee Action:  The
Committee shall hold meetings at such time and on such notice as the Committee
may determine.  A majority of its members shall constitute a quorum for any
meeting of the Committee, and at any such meeting business shall be transmitted
and questions shall be decided by an affirmative vote of a majority of the
members present.  The Committee may act through the concurrence of a majority
of its members expressed either at a meeting of the Committee, or in writing
without a meeting. Concurrence of a member of the Committee may be by letter, by
memorandum, by electronic mail, or by other means that is reasonably calculated
to reach the intended recipient.  Any member of the Committee, or the Secretary
or Assistant Secretary of the Committee (who need not be members of the
Committee), may execute on behalf of the Committee any certificate or other
written instrument evidencing or carrying out any action approved by the
Committee.  The Committee may delegate any of its rights, powers and duties to
any one or more of its members.  The Chairman of the Committee shall be agent
of the Plan and the Committee for the service of legal process at the principal
office of the Company in Pineville, Louisiana.

            2.4      
Committee Disqualification: 
A member of the Committee who may be a Participant shall not vote on any
question relating specifically to himself.

 

	
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            2.5      
Committee Compensation
and Expenses:  The members of the Committee shall serve without bond
(unless otherwise required by law) and without compensation for their services
as such. The Committee may select and authorize the Trustee to suitably
compensate such attorneys, agents and representatives as it may deem necessary
or advisable to the performance of its duties.  Expenses of the Committee that
shall arise in connection with the administration of the Plan shall be paid by
the Company, or if not paid by the Company, by the Trustee out of the Trust
Fund.

            2.6      
Committee Liability: 
Except to the extent that such liability is created by ERISA, no member of the
Committee shall be liable for any act or omission of any other member of the
Committee, nor for any act or omission on his own part except for his gross
negligence or willful misconduct, nor for the exercise of any power or
discretion in the performance of any duty assumed by him hereunder.  The
Company shall indemnify and hold harmless each member of the Committee from any
and all claims, losses, damages, expenses (including counsel fees approved by
the Committee) and liabilities (including any amounts paid in settlement with
the Committee's approval, but excluding any excise tax assessed against any
member or members of the Committee pursuant to the provisions of Section 4975
of the Code) arising from any act or omission of such member in connection with
duties and responsibilities under the Plan, except where the same is judicially
determined to be due to the gross negligence or willful misconduct of such
member.

            2.7      
Committee
Determinations:  The Committee, on behalf of the Participants and their
Beneficiaries, shall enforce this Plan in accordance with its terms, and shall
have all powers necessary for the accomplishment of that purpose, including,
but not by way of limitation, the following powers:

            (a)        To
employ such agents and assistants, such counsel (who may be of counsel to the
Company) and such clerical, medical, accounting and investment services as the
Committee may require in carrying out the provisions of the Plan.

 

            (b)        To
authorize one or more of their number, or any agent, to make payment, or to
execute or deliver any instrument, on behalf of the Committee, except that all
requisitions for funds from, and requests, directions, notifications,
certifications and instructions to, the Trustee or to the Company shall be
signed either by an authorized member of the Committee or by the Secretary or
Assistant Secretary of the Committee.

 

            (c)        To
determine from the records of the Company the considered Compensation, Service
and other pertinent facts regarding Employees and Participants for the purpose
of the Plan.

 

            (d)        To
construe and interpret the Plan, decide all questions of eligibility and
determine the amount, manner and time of payment of any benefits hereunder.

 

 

	
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            (e)        To
prescribe forms and procedures to be followed by Employees for participation in
the Plan, by Participants or Beneficiaries filing applications for benefits, by
Participants applying for withdrawals, and for other occurrences in the
administration of the Plan.

 

            (f)         To
prepare and distribute, in such manner as the Committee determines to be
appropriate, information explaining the Plan.

 

            (g)        To
furnish the Company and the Participants, upon request, such annual reports
with respect to the administration of the Plan as are reasonable and
appropriate.

 

            (h)        To
certify to the Trustee the amount and kind of benefits payable to Participants
and their Beneficiaries.

 

            (i)         To
authorize all disbursements by the Trustee from the Trust Fund by a written
authorization signed either by an authorized member of the Committee or by the
Secretary or Assistant Secretary of the Committee; provided, however, that
disbursements for ordinary expenses incurred in the administration of the Trust
Fund need not be authorized by the Committee.

 

            (j)         To
interpret and construe all terms, provisions, conditions and limitations of
this Plan and to reconcile any inconsistency or supply any omitted detail that
may appear in this Plan in such manner and to such extent, consistent with the
general terms of this Plan, as the Committee shall deem necessary and proper to
effectuate the Plan for the greatest benefit of all parties interested in the
Plan.

 

            (k)        To
make and enforce such rules and regulations for the administration of the Plan
as are not inconsistent with the terms set forth herein.

 

            (1)        In
addition to all other powers herein granted, and in general consistent with
provisions hereof, the Committee shall have all other rights and powers
reasonably necessary to supervise and control the administration of this Plan
including the right to administer the Plan in a manner reasonably calculated to
comply with any changes in or modifications to all relevant law as may be made
from time to time.

            2.8      
Information from
Employer:  To enable the Committee to perform its functions, the Employer
shall supply full and timely information to the Committee of all matters
relating to the dates of employment of its Employees for purposes of
determining eligibility of Employees to participate hereunder, the Compensation
of all Participants, their Retirement, death or other cause for termination of
employment, and such other pertinent facts as the Committee may require; and
the Committee shall advise the Trustee of such of the foregoing facts as may be
pertinent to the Trustee's administration of the Trust Fund.

 

	
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            2.9      
Uniform Administration: 
Whenever in the administration of the Plan, any action is required by the
Employer or the Committee, including, but not by way of limitation, action with
respect to eligibility of Employees, Contributions and benefits, such action
shall be uniform in nature as applied to all persons similarly situated, and no
action shall be taken which will discriminate in favor of Participants who are
officers or shareholders of the Employer, highly compensated Employees or persons
whose principal duties consist of supervising the work of others.

            2.10    
Reporting
Responsibilities:  As Administrator of the Plan under ERISA, the Committee
shall file with the appropriate office of the Internal Revenue Service or the
Department of Labor all reports, returns and notices required under ERISA,
including, but not limited to, the summary Plan description, annual reports and
amendments thereof to be filed with the Department of Labor, and requests for
determination letters, annual reports and registration statements required by
Section 6057(a) of the Code.

            2.11    
Disclosure
Responsibilities:  The Committee shall make available to each Participant
and Beneficiary such records, documents and other data as may be required under
ERISA, and Participants or Beneficiaries shall have the right to examine such
records at reasonable times during business hours.  Nothing contained in this
Plan shall give any Participant or Beneficiary the right to examine any data or
records reflecting the Compensation paid to, or relating to any Account of, any
other Participant or Beneficiary, except as may be required under ERISA.

            2.12    
Annual Statements: 
As soon as practicable after each annual (December 31) Valuation Date or such
other date as may be designated by the Administrator, the Committee shall
prepare and deliver to each Participant a written statement reflecting as of
that Valuation Date:

            (a)        Such
information applicable to contributions by and for each such Participant and
the increase or decrease thereof as a consequence of valuation adjustments as
may be pertinent in the premises.

 

            (b)        The
balance in his Account as of that annual Valuation Date.

            2.13    
Allocation of
Responsibility Among Fiduciaries for Plan and Trust Administration:  The
Fiduciaries shall have only those specific powers, duties, responsibilities and
obligations as are specifically given them under this Plan or the Trust.  In
general, the Employer shall have the sole responsibility for making the
Contributions provided for under Sections 4.1, 4.2 and 4.3.  The Company shall
have the sole authority to appoint and remove the Trustee and members of the
Committee.  The Company may amend or terminate, in whole or in part, this Plan
or the Trust.  The Committee shall have the sole responsibility for the
administration of the Plan and the sole authority to appoint and remove any
Investment Manager which may be provided for under the Trust.  The Trustee
shall have the sole responsibility for the administration of the Trust Fund and
shall have exclusive authority and discretion to manage and control the assets
held under the Trust Fund except to the extent that 

 

	
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the authority to manage,
acquire and dispose of the assets of the Trust Fund is delegated to an
Investment Manager or, in the case of assets maintained in the ESOP Fund, is
exercised by the Committee or a Participant, all as specifically provided in
the Trust.  Each Fiduciary warrants that any directions given, information
furnished or action taken by it shall be in accordance with the provisions of
the Plan or the Trust, as the case may be, authorizing or providing for such
direction, information or action.  Furthermore, each Fiduciary may rely upon
any such direction, information or action of another Fiduciary as being proper
under this Plan or the Trust, and is not required under this Plan or the Trust
to inquire into the propriety of any such direction, information or action.  It
is intended under this Plan and the Trust that each Fiduciary shall be
responsible for the proper exercise of its own powers, duties, responsibilities
and obligations under this Plan and the Trust and shall not be responsible for
any act or failure to act of another Fiduciary.  No Fiduciary guarantees the
Trust Fund in any manner against investment loss or depreciation in asset
value.

            2.14    
Annual Audit:  The
Committee shall engage, on behalf of all Participants, an independent Certified
Public Accountant who shall conduct an annual examination of any financial
statements of the Plan and Trust Fund and of other books and records of the
Plan and Trust Fund as the Certified Public Accountant may deem necessary to
enable him to form and provide a written opinion as to whether the financial
statements and related schedules required to be filed with the Department of Labor
or furnished to each Participant are presented fairly and in conformity with
generally accepted accounting principles applied on a basis consistent with
that of the preceding Plan Year.  If, however, the statements required to be
submitted as part of the reports to the Department of Labor are prepared by a
bank or similar institution or insurance carrier regulated and supervised and
subject to periodic examination by a state or federal agency and if such
statements are, in fact, made a part of the annual report to the Department of
Labor and no such audit is required by ERISA, then the audit required by the
foregoing provisions of this Section shall be optional with the Committee.

            2.15    
Presenting Claims for
Benefits:  Any Participant or any other person claiming under any deceased
Participant may submit written application to the Committee for the payment of
any benefit asserted to be due him under the Plan.  Such application shall set
forth the nature of the claim and such other information as the Committee may
reasonably request.  Promptly upon the receipt of any application required by
this Section, the Committee shall determine whether or not the Participant or
Beneficiary involved is entitled to a benefit hereunder and, if so, the amount
thereof and shall notify the applicant of its findings.  Benefits under this
Plan will be paid only if the Committee decides in its discretion that the
applicant is entitled to them.

                        If a claim is wholly or
partially denied, the Committee shall so notify the applicant within ninety
(90) days after receipt of the application by the Committee, unless special
circumstances require an extension of time for processing the application.  If
such an extension of time for processing is required, written notice of the
extension shall be furnished to the applicant prior to the end of the initial
ninety-day period.  In no event shall such extension exceed a period of ninety
(90) days from the end of such initial period.  The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Committee expects to render its final decision.  Notice of the


 

	
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Committee's decision to deny a claim in whole or in part shall be set forth in
a manner calculated to be understood by the applicant and shall contain the
following:

            (i)         the
specific reason or reasons for the denial,



            (ii)        specific
reference to the pertinent Plan provisions on which the denial is based,

 

            (iii)       a
description of any additional material or information, necessary for the
applicant to perfect the claim and an explanation of why such material or
information is necessary, and

 

            (iv)       an
explanation of the claims review procedures set forth in Section 2.16 hereof.

 

If notice of denial is not furnished, and if the
claim is not granted within the period of time set forth above, the claim shall
be deemed denied for purposes of proceeding to the review stage described in
Section 2.16.

            2.16    
Claims Review Procedure: 
If an application filed by a Participant or Beneficiary under Section 2.15
above shall result in a denial by the Committee of the benefit applied for,
either in whole or in part, such applicant shall have the right, to be
exercised by written request filed with the Committee within sixty (60) days
after receipt of notice of the denial of his application or, if no such notice
has been given, within sixty (60) days after the application is deemed denied
under Section 2.15, for the review of his application and of his entitlement to
the benefit for which he applied.  Such request for review may contain such
additional information and comments as the applicant may wish to present. 
Within sixty (60) days after receipt of any such request for review, the
Committee shall reconsider the application in light of such additional information
and comments as the applicant may have presented, and if the applicant shall
have so requested, shall afford the applicant a hearing before the Committee. 
The Committee shall also permit the applicant or his designated representative
to review pertinent documents in its possession, including copies of the Plan
document and information provided by the Employer relating to the applicant's
entitlement to such benefit.  The Committee shall make a final determination
with respect to the applicant's application for review as soon as practicable,
and in any event not later am sixty (60) days after receipt of the aforesaid
request for review, except that under special circumstances, such as the
necessity for holding a hearing, such sixty-day period may be extended to the
extent necessary, but in no event beyond the expiration of one hundred twenty
(120) days after receipt by the Committee of such request.  If such an
extension of time for review is required because of special circumstances,
written notice of the extension shall be furnished to the applicant prior to
the commencement of the extension.  Notice of such final determination of the
Committee shall be furnished to the applicant in writing, in a manner
calculated to be understood by him, and shall set forth the specific reasons
for the decision and specific references to the pertinent provisions of the
Plan upon which the decision is based.  If the decision on review is not
furnished within the time period set forth above, the claim shall be deemed
denied on review.

 

	
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            2.17    
Disputed Benefits: 
If any dispute shall arise between a Participant or other person claiming under
a Participant and the Committee after review of a claim for benefits, or in the
event any dispute shall develop as to the person to whom the payment of any
benefit under the Plan shall be made, the Trustee may withhold the payment of
all or any part of the benefits payable hereunder to the Participant or other
person claiming under the Participant until such dispute has been resolved by a
court of competent jurisdiction or settled by the parties involved.

 

	
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ARTICLE III

PARTICIPATION IN THE
PLAN

            3.1      
Eligibility of
Employees:  An Employee eligible under the terms of the Plan immediately
preceding the Effective Date shall continue to be eligible to participate in
this Plan in accordance with the provisions of this Plan.  An Employee who is
not ineligible on the first day of the Plan Year in which the Plan is adopted
by an Employer either as a new plan or as an amendment of an existing plan for
which he was eligible shall become a Participant on that day.  Each of (i) an
Employee who is included in a unit of employees covered by a collective
bargaining agreement, in the negotiation of which retirement benefit payments
to be made thereunder for such Employee were specifically addressed; (ii) an
Employee who is a non-resident alien and who receives no earned income from the
Employer which constitutes income from sources within the United States; (iii)
any Employee who is a Leased Employee; and (iv) an individual who is
designated, compensated, or otherwise classified or treated as a consultant, an
independent contractor, or a leased employee (or a Leased Employee) by an
Employer or an Affiliate shall be ineligible to participate in this Plan.  These
groups of individuals shall be excluded from this Plan based on the Employer's
classification even if the Internal Revenue Service or any other agency or a
court determines that the Employer's classification was incorrect or
reclassifies that individual as an employee for employment tax or any other
purpose.  Each Employee who is not ineligible shall be eligible to participate
in the Plan as of the Entry Date which coincides with his date of hire. 

                        Notwithstanding any
provision in this Plan to the contrary, an Employee who makes a contribution to
a Rollover Account as provided in Section 5.3 of this Plan shall become a
Participant as of the date of such contribution even if he or she had not
previously become a Participant.  Such an Employee shall be a Participant only
for the purposes of such Rollover Contribution and shall not be eligible to
make other contributions or to share in contributions made by an Employer until
he or she has fulfilled all remaining requirements for eligibility.

            3.2      
Employee Information: 
The Committee shall maintain records which shall reflect as to each Employee
his date of birth, all dates reflecting when he entered into or left the
employment of any Employer, and his years of Vesting Service.  The Employer
shall make available to the Committee all such information as may be required
by the Committee for the purposes of maintaining such information as to each
Employee.

            3.3      
Notification of
Eligible Employee:  The Committee shall notify each Employee included for
the first time in any list of eligible Employees that he is eligible to
participate in the Plan.

            3.4      
Application by
Participants:  Each Employee who shall become eligible to participate in
the Plan and who shall desire to become a Participant shall complete an
application in such form as may be prescribed by the Committee and in
accordance with administrative procedures established by the Committee, in
which the Participant shall elect to make Pre-Tax Contributions which total no
more than fifty (50%) of his Compensation, and 

 

	
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shall designate the amount, if
any, of his Pre-Tax Basic Contribution and Pre-Tax Excess Contribution, as
contemplated under Section 4.2 hereof, and his choice of investment options
under Section 8.1 hereof.  Pre-Tax Contributions will begin as soon as
administratively practicable after the application is filed. 

            3.5      
Authorized Absences: 
Authorized Absences shall have the following meaning and consequences:

            (a)        The
following shall be "Authorized Absences":

 

            (1)        Absence
without pay of an Employee due to membership in the Armed Forces of the United
States (but if such absence is not pursuant to orders issued by the Armed
Forces of the United States, only if with the consent of the Employer).

 

            (2)        Absence
due to an authorized leave of absence without pay granted by the Employer in a
nondiscriminatory manner in order that all Employees under similar
circumstances shall be treated alike.

 

            (3)        An
absence otherwise recognized as an "Authorized Absence" shall not be
so recognized (i) under (1) above unless such Employee shall apply for
reinstatement in the employment of Employer within ninety (90) days after
discharge or release to inactive duty, as the case may be, or (ii) under (2)
above unless within ten (10) days after the expiration date thereof such
Employee shall apply for reinstatement in the employment of the Employer.

 

            (b)        The
years of Vesting Service of an Employee immediately after his re-employment
following an Authorized Absence shall be determined as if he had been a
Participant in the Plan (but only to the extent such Employee may have
otherwise been eligible to participate in the Plan, and, if eligible, was a
Participant making Contributions to the Plan immediately prior to the inception
of his Authorized Absence) during his Authorized Absence.  If, however, an
Employee, following his re-employment after an Authorized Absence, thereafter
terminates his employment (other than as a consequence of Retirement, death,
disability or subsequent Authorized Absence) before completion of one (1) year
of Service, or fails to apply for re-employment as specified under (a)(3), the
commencement date of his Authorized Absence will be treated as having marked
the termination of the employment of such Employee for all purposes of the Plan
(including specifically but without limitation his years of Vesting Service); provided that for valuation purposes only, the distributions from the Plan to
which such an Employee may then be entitled shall be determined by reference to
the value of his Pre-Tax 

 

	
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Contribution Account, his After-Tax Contribution
Account, his Employer Matching Contribution Account and his ESOP Account as of
the Valuation Date which coincides with the date of distribution.

 

            (c)        Solely
for the purpose of determining the eligibility of an Employee to participate in
the Plan immediately following the resumption of his employment after
expiration of his Authorized Absence, the employment status of such Employee
prior to his Authorized Absence shall be considered as continuing throughout his
Authorized Absence.

            3.6      
Vesting Service:  A
Participant shall be credited with one (1) and only one (1) year of Vesting
Service for each Vesting Computation Period in which such Participant completes
at least one thousand (1,000) Hours of Service for an Employer or an Affiliate.
A Participant will not be credited with a year of Vesting Service with respect
to a Vesting Computation Period if the Participant completes less than one
thousand (1,000) Hours of Service for the Employer or an Affiliate during such
Vesting Computation Period.

            3.7      
Break In Service: 
A Vesting Computation Period during which a Participant completes five hundred
(500) Hours of Service or less for an Employer or an Affiliate shall constitute
a Break In Service.  Upon incurring a Break In Service, an Employee's or former
Employee's rights and benefits under this Plan shall be determined as provided
in Section 3.8.

                        In the case of a
Participant who incurs a Break In Service and is not again employed by the
Employer, such Participant's Vesting Service shall consist of such Service
which is properly credited to the Participant prior to the Vesting Computation
Period in which such Break In Service occurred.

            3.8      
Participation and
Vesting upon Re-Employment:  Participation in the Plan shall cease at the
close of the Plan Year during which termination of Service occurs.  Termination
of Service may result from Retirement, death or voluntary or involuntary
termination of employment with the Employer and its Affiliates, if any,
unauthorized absence, or by failure to return to active employment with the
Employer by the date on which an Authorized Absence expired.  Upon the
re-employment of any person before he has a Break In Service, he shall
participate in the Plan as of the date of his re-employment (if he is not
ineligible), and he may be entitled to a new Employer Matching Contribution
Account and ESOP Account if he had received no distribution by reason of his
prior termination of Service.  Upon the re-employment after a Break In Service
of any person who had previously been employed by the Employer, the following
rules shall apply in determining his Participation in the Plan and his Vesting
Service under Sections 3.1 and 3.6:

            (a)       
Participation: 
If the re-employed Employee was not a Participant in the Plan during his prior
period of Service, he shall commence participation in the Plan on his date of
re-employment (if he is not ineligible).  If the re-employed Employee was a
Participant in the Plan during his prior period of Service, he shall recommence
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his re-employment and he shall be
entitled to the allocations to his Employer Matching Contribution Account and
ESOP Account as provided in Section 5.3.

 

            (b)       
Vesting: 
In the case of a Participant whose prior Service terminated with entitlement to
a distribution from his Employer Matching Contribution Account or his ESOP
Account under any provision of Article VI, any Vesting Service attributable to
his prior period of employment shall be reinstated as of the date of his
re-employment and his Employer Matching Contribution Account and his ESOP
Account shall be restored, less any distributions therefrom to the
Participant.  In the case of a Participant whose prior employment terminated
without entitlement to a distribution from his Employer Matching Contribution
Account or ESOP Account under Article VI, any Vesting Service attributable to
his prior period of employment shall be reinstated as of the date of his
recommencement of participation, and his Employer Matching Contribution Account
and ESOP Account shall be restored.

            3.9      
Transfers:

            (a)        For
the purposes of determining eligibility to participate in the Plan and Service
under this Article III, a Participant shall receive Vesting Service and Hours of
Service for employment with an Affiliate after it became an Affiliate, provided
that all such employment is determined in accordance with the re-employment
provisions of Section 3.8.

 

            If an
individual is transferred to eligible employment covered by this Plan from
employment with an Employer or Affiliate not covered by the Plan, he shall be
eligible to participate in this Plan as of the date of his transfer.  In
addition, if such transferred Participant had an account in a qualified defined
contribution plan maintained by such Affiliate, such account shall be
transferred to the Trust Fund under this Plan if the transfer is permitted by
the terms of said plan and if the Committee determines that the transferred
account will not fail to satisfy Section 401(a) or 411(d)(6) of the Code.  Any
transferred account shall be subject to the provisions of this Plan; provided,
however, that the vesting provisions of the transferor plan shall continue to
apply.

 

            (b)        If
a Participant is transferred to employment with an Employer or Affiliate which
is not eligible employment covered by the Plan, his participation in the Plan
shall be suspended, provided, however, that during the period of his employment
in such ineligible position:

 

            (i)         Subject
to the re-employment provisions of Section 3.8, Service for vesting purposes
shall continue to accrue,

 

 

	
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            (ii)        He
shall cease to have any right to make Contributions pursuant to Sections 4.2
and 4.3,

 

            (iii)       His
Employer Matching Contribution Account and ESOP Account shall receive no
Employer Matching Contribution or ESOP Contribution allocations under Section
4.1,

 

            (iv)       He
shall continue to participate in income allocations of the earnings and/or
losses of the Trust Fund pursuant to Section 5.3,

 

            (v)        No
distribution event shall be deemed to have occurred under Section 6.1, and

 

            (vi)       The
loan privileges under Article VII and the provisions of Article VIII shall
continue to apply.

 

            In addition,
the Plan Administrator may, at its discretion, authorize the transfer of his
Accounts under this Plan to the Trust Fund funding the qualified defined
contribution plan, if any, of the Affiliate to which the Participant was
transferred. In such event, the provisions of the transferee plan shall govern.

            3.10.   
Qualified Military
Service:  Notwithstanding any provisions of this Plan to the contrary,
effective as of December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.

 

	
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ARTICLE IV

CONTRIBUTIONS TO THE
PLAN

            4.1      
Employer
Contributions:  

                        (a)       
ESOP
Contributions.  For each Plan Year during which an Exempt Loan is
outstanding, the Employer shall make an ESOP Contribution to the Trust in such
amount and at such times as shall be determined by the Company.

 

                        (b)        Additional
Contributions to Fund Match.  The Employer shall also make an Employer
Matching Contribution (subject to adjustments for forfeitures and limitations
on annual additions as elsewhere specified in the Plan) in cash and/or in the
form of Company Stock in the amount, if any, necessary to result in an
allocation under Article V to each Participant's ESOP Account of not less than
662⁄3% of his Pre-Tax Basic Contributions, such contribution to be
determined as the last day of each payroll period and contributed to the Trust
Fund at such time as the Employer shall determine.  Further, the Employer shall
make an additional ESOP Contribution and/or Employer Matching Contribution, if
necessary, to make the allocation required under Section 5.3(f)(ii) with
respect to dividends used to repay an Exempt Loan.  Such contribution shall be
in cash and/or in the form of Company Stock.

 

         (c)        Reinstated
Forfeitures.  To the extent specified in Section 5.3(f)(iii), any amounts
attributable to forfeitures will be applied to reduce, to the extent of such
forfeitures, the Employer Matching Contributions required to be made next
following the determination of any such forfeiture amounts.

 

                        (d)        Reinstated
Benefits.  If a forfeiture arising under Section 6.9 is reinstated in
accordance with the provisions of Section 6.9 because of an appropriate claim
of forfeited unclaimed benefit by the Participant, Beneficiary or other
distributee, the Employer shall contribute, within a reasonable time following
such claim, an amount equal to the forfeiture to be reinstated.

            4.2      
Pre-Tax Contributions: 
Each Participant who has elected to defer a portion of his salary as a Pre-Tax
Basic Contribution to the Plan pursuant to Section 3.4 hereof shall defer as
his Pre-Tax Basic Contribution a whole percentage of his Compensation, not in
excess of 6%.  In addition, the Participant may elect to defer any whole
percentage, up to a maximum of forty-four (44%) of his Compensation, as a
Pre-Tax Excess Contribution.  Each such contribution, if any, shall be
determined as of the last day of each payroll period and contributed to the
Trust Fund by the Employer as soon as practicable thereafter.  A Participant's
Pre-Tax Contributions shall not exceed a maximum contribution of $14,000 (as
may be adjusted by the Secretary of the Treasury or act of Congress) for each
calendar year.  In the event a Participant's Pre-Tax Contributions exceed the
applicable limit described in the preceding sentence, or in the event the
Participant submits a written claim to the Committee, 

 

	
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at the time and in the
manner prescribed by the Committee, specifying an amount of Pre-Tax
Contributions that will exceed the applicable limit of Section 402(g) of the
Code when added to the amounts deferred by the Participant in other plans or
arrangements, such excess (the "Excess Deferrals"), plus any income
and minus any loss allocable to such amount, shall be returned to the
Participant by the April 15 of the following year.  Each Participant's Pre-Tax
Contribution Account shall be fully vested and nonforfeitable at all times.

                        (a)       
Notification
of Deferral Elections:  Each Participant shall notify the Committee of the
amount he elects to defer as a Pre-Tax Basic Contribution and as a Pre-Tax
Excess Contribution, in accordance with administrative procedures established
by the Committee, until such time as the Committee may authorize the
discontinuance of the Pre-Tax Contributions according to uniform,
nondiscriminatory policies which may be developed by the Committee.  Each such
election shall continue in effect during subsequent Plan Years unless the
Participant shall notify the Committee of his election to change or discontinue
his Pre-Tax Basic Contribution or his Pre-Tax Excess Contribution in accordance
with administrative procedures established by the Committee.

                        (b)       
Changes in
Deferral Elections:  A Participant may change the amount of his Pre-Tax
Basic Contribution and/or Pre-Tax Excess Contribution at any time during the
Plan Year by directing the Committee, in accordance with administrative
procedures established by the Committee, to change the rate of the
Contribution(s).  A Participant may discontinue his Pre-Tax Basic Contribution
and/or Pre-Tax Excess Contribution at any time during the Plan Year by
directing the Committee, in accordance with administrative procedures
established by the Committee, to discontinue the deferral of his Compensation.

                        (c)       
Automated Response
Unit:  The Committee may, as a part of the administrative procedures it
establishes and in lieu of written procedures contemplated in this Plan,
authorize use of an "automated response unit" which generates written
acknowledgments of transactions.

                        (d)       
Limits on
Deferrals:  No Participant shall be permitted to have Pre-Tax Contributions
made under this Plan, or any other qualified plan maintained by the Company
during any taxable year, in excess of the dollar limitation contained in Code
Section 402(g) in effect for such taxable year, except to the extent permitted
by this Amendment and Code Section 414(v).

                        (e)       
Catch-Up
Contributions:  Effective January 1, 2002, all Employees who are eligible
to make Pre-Tax Contributions under this Plan and who have attained age 50
before the close of the Plan Year shall be eligible to make catch-up
contributions in accordance with, and subject to the limitations of, Code
Section 414(v).  Such catch-up contributions shall not be taken into account
for purposes of the provisions of the Plan implementing the required
limitations of Code Sections 402(g) and 415.  The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable,
by reason of the making of such catch-up contributions.

 

	
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            4.3      
Actual Deferral
Percentage:  The Actual Deferral Percentage for a specified group of
Employees for a Plan Year shall be the average of the ratios (calculated
separately for each Employee in such group) of:

            (a)        The
amount of Pre-Tax Contributions actually paid to the Plan on behalf of each
such Employee for such Plan Year, over

 

            (b)        The
Employee's Compensation (as defined in Section 5.5(c)(vi)) for such Plan Year. 
Notwithstanding any provision in this Plan to the contrary, an Employer may, to
the extent permitted by the Code and applicable regulations, elect to include
as Compensation pre-tax or after-tax contributions made under this Plan or any
other plan of the Employer.

                        An eligible Employee for
the purpose of computing the Actual Deferral Percentage is defined in Treasury
Regulation Section 1.401(k)-6.  The Actual Deferral Percentage of an eligible
Employee who makes no Pre-Tax Contributions is zero.

                        The individual ratios
and Actual Deferral Percentages shall be calculated to the nearest
one-hundredth (1/100) of one percent (1%) of an Employee's Compensation.

                        The Plan uses the Actual
Deferral Percentage for Participants who are Highly Compensated Employees and
non-Highly Compensated Employees for the prior Plan Year in performing the
nondiscrimination testing required under this Section for the current Plan
Year.

            4.4      
Actual Deferral
Percentage Limits:  The Actual Deferral Percentage for the eligible Highly
Compensated Employees for any Plan Year shall not exceed the greater of (a) or
(b), as follows:

            (a)        The
Actual Deferral Percentage of Compensation for the eligible non- Highly
Compensated Employees times 1.25, or

 

            (b)        The
lesser of (i) the Actual Deferral Percentage of Compensation for the eligible
non-Highly Compensated Employees times 2.0 or (ii) the Actual Deferral
Percentage of Compensation for the eligible non-Highly Compensated Employees
plus two (2) percentages points or such lesser amount as the Secretary of
Treasury shall prescribe to prevent the multiple use of this alternative
limitation with respect to any Highly Compensated Employee.

 

            "Highly
Compensated Employee" means any Employee who is a highly compensated
employee under Section 414(q) of the Code, including any Employee who

 

            (i)         was
a 5% owner during the current Plan Year or prior Plan Year; or

 

 

	
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            (ii)        received
Compensation during the prior Plan Year (as defined in Section 5.5(c)(vi)) in
excess of $80,000 or such other dollar amount as may be prescribed by the
Secretary of the Treasury or his/her delegate, excluding Employees described in
Code Section 414(q)(8).

 

In determining status as
a Highly Compensated Employee within the meaning of Code Section 414(q) the
entities set forth in Regulation Section 1.414(q)-1T, Q&A-6(a)(1) through
(4) must be taken into account as a single employer.

A former Employee shall
be treated as a Highly Compensated Employee if (1) such former Employee was a
Highly Compensated Employee when he separated from Service or (2) such former
Employee was a Highly Compensated Employee in Service at any time after
attaining age 55.  Any former Employee who separated from Service before
January 1, 1987, will be treated as a Highly Compensated Employee only if the
former Employee was a 5% owner or received Compensation (as defined in Section
5.5(c)(vi) or which reasonably approximates the definition of Compensation in
Section 5.5(c)(vi) in excess of $50,000 during (i) the Employee's separation
year (or the year preceding such separation year) or (ii) any year ending on or
after the former Employee's 55th birthday (or the last year ending
before his 55th birthday).

            4.5      
Reduction of Pre-Tax
Contribution Rates:  If, on the basis of the Pre-Tax Contribution rates elected
by Participants for any Plan Year, the Committee determines, in its sole
discretion, that neither of the tests contained in (a) or (b) of Section 4.4
will be satisfied, the Committee may reduce the Pre-Tax Contribution rate of
any Participant who is among the eligible Highly Compensated Employees to the
extent necessary to reduce the overall Actual Deferral Percentage for eligible
Highly Compensated Employees to a level which will satisfy either (a) or (b) of
Section 4.4.  The reductions in Pre-Tax Contribution rates may be made
proportionately or in the order provided in Section 4.7. 

            4.6      
Increase in Pre-Tax
Contribution Rates:  If a Participant's Pre-Tax Contribution is reduced
below the level necessary to satisfy either (a) or (b) of Section 4.4 for the
Plan Year, such Participant may be eligible to increase his Pre-Tax
Contribution rate for the remainder of the Plan Year to a level not in excess
of that level which will satisfy the greater of (a) or (b) of Section 4.4. Such
an increase in the Pre-Tax Contribution rate shall be made by Participants on a
uniform 'and nondiscriminatory basis, pursuant to such rules and procedures as
the Committee may prescribe.

            4.7      
Excess Pre-Tax
Contributions:  As soon as possible following the end of the Plan Year, the
Committee shall determine whether either of the tests contained in Section 4.4
were satisfied as of the end of the Plan Year, and any excess Pre-Tax
Contributions, plus any 

 

	
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income and minus any loss attributable thereto, of
those Participants who are among the Highly Compensated Employees shall (I)
first, be recharacterized as catch-up contributions with respect to such
participants who, after taking into account the results of the tests in section
4.4, (A) were, pursuant to section 4.2(e), eligible to make catch-up
contributions during the year in question, and (B) did not make the maximum
amount of catch-up contributions and (II) second, be distributed to such
Participants in the manner set forth in this section 4.7.  

                        The amount of any excess
Pre-Tax Contributions to be distributed to a Participant shall be reduced by
Excess Deferrals previously distributed to him pursuant to Section 4.2 for the
taxable year ending in the same Plan Year.  All excess Pre-Tax Contributions
shall be returned to the Participants no later than the last day of the
following Plan Year.  The excess Pre-Tax Contributions, if any, of each
Participant who is among the Highly Compensated Employees shall be determined
by computing the maximum Actual Deferral Percentage which each such Participant
may defer under (a) or (b) of Section 4.4.  Any distribution of the excess
Pre-Tax Contributions for any Plan Year shall be made to Highly Compensated
Employees on the basis of the amount of Pre-Tax Contributions by, or no behalf
of, each of such employees.

                        Excess Pre-Tax
Contributions will be distributed according to the following procedures:

            (a)        The
dollar amount of excess Pre-Tax Contributions will be computed for each Highly
Compensated Employee in accordance with the foregoing.

 

            (b)        The
excess contributions will be distributed in the following manner:

 

            (i)         reduce
the Pre-Tax Contributions beginning with the Highly Compensated Employee with
the highest dollar amount of Pre-Tax Contributions to equal the dollar amount
of the Highly Compensated Employee with the next highest dollar amount of
Pre-Tax Contributions;

 

            (ii)        this
amount will be distributed to the Highly Compensated Employee with the highest
dollar amount of Pre-Tax Contributions.

            (c)        Repeat the procedure outlined in
step (b) above until total excess Pre-Tax Contributions are distributed.

If those distributions
are made, the Actual Deferral Percentage is treated as meeting the
nondiscrimination test of Code Section 401(k)(3) regardless of whether the
Actual Deferral Percentage, if recalculated after distributions, would satisfy
Code Section 401(k)(3).  For purposes of Code Section 

 

 

	
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401(m)(9), if a
corrective distribution of excess contributions has been made, or a recharacterization has occurred, the Actual Deferral Percentage for Highly
Compensated Employees is deemed to be the largest amount permitted under Code
Section 401(k)(3).

                        The amount of any excess
Pre-Tax Contributions to be distributed to a Participant shall be reduced by
Excess Deferrals previously distributed to him pursuant to Section 4.2 for the
taxable year ending in the same Plan Year.  All excess Pre-Tax Contributions
shall be returned to the Participants no later than the last day of the
following Plan Year.  The excess Pre-Tax Contributions, if any, of each
Participant who is among the Highly Compensated Employees shall be determined
by computing the maximum Actual Deferral Percentage which each such Participant
may defer under (a) or (b) of Section 4.4 and then reducing the Actual Deferral
Percentage of some or all of such Participants who elected an Actual Deferral
Percentage in excess of such maximum by an amount of sufficient size to reduce
the overall Actual Deferral Percentage for eligible Participants who are among
the Highly Compensated Employees to a level which satisfies either (a) or (b)
of Section 4.4.  Excess Pre-Tax Contributions shall be adjusted in the
following manner:  The Highly Compensated Employee having the largest amount of
Pre-Tax Contributions shall have his portion of excess Pre-Tax Contributions recharacterized
as catch-up contributions and/or distributed to him until one of the tests in
(a) or (b) of Section 4.4 is satisfied, or until his Pre-Tax Contributions
equal the Pre-Tax Contributions of the Highly Compensated Employee having the
second largest amount of Pre-Tax Contributions.  This process shall continue
until sufficient total reductions have occurred to achieve compliance with (a)
or (b) of Section 4.4.

                        The income or loss
attributable to the Participant's excess Pre-Tax Contributions for the Plan
Year shall be determined by multiplying the income or loss attributable to the
Participant's Pre-Tax Contribution Account balance for the Plan Year by a
fraction, the numerator of which is the excess Pre-Tax Contribution and the
denominator of which is the Participant's total Pre-Tax Contribution Account
balance. Excess Pre-Tax Contributions shall be treated as Annual Additions
under Section 5.5 of the Plan.

            4.8      
Contribution Percentage
and ESOP Percentage:

            (a)       
Contribution
Percentage:  The Contribution Percentage for a specified group of Employees
for a Plan Year shall be the average of the ratios (calculated separately for
each Employee in such group) of;

 

            (i)         The
total of the Employer Matching Contributions (the "Aggregate
Contributions") paid under the Plan on behalf of each such Employee for
such Plan Year, to

 

            (ii)        The
Employee's Compensation (as defined in Section 5.5(c)(vi)) for such Plan Year.

 

Solely for purposes of computing
the Contribution Percentage, the definition of Employer Matching Contributions
may be modified to include ESOP 

 

 

	
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Contributions to the extent permitted under Treasury
Regulation Section 1.401(m)-1(b)(4)(v).  In computing the Contribution
Percentage, the Employer may elect to take into account after-tax and pre-tax
contributions made under this Plan or any other plan of the Employer to the
extent permitted under applicable Treasury Regulations.

 

A Participant's
Contribution Percentage shall be determined after determining the Participant's
Excess Deferrals, if any, pursuant to Section 4.2, and after determining the
Participant's excess Pre-Tax Contributions pursuant to Section 4.7.

 

The Plan uses the
Contribution Percentage for Participants who are Highly Compensated Employees
and non-Highly Compensated Employees for the prior Plan Year in performing the
nondiscrimination testing required under this Section for the current Plan
Year.

 

            (b)       
ESOP
Percentage:  The ESOP Percentage for a specified group of Employees for a
Plan Year shall be the average of the ratios (calculated separately for each
Employee in such group) of:

 

            (i)         The
total of the ESOP Contributions paid under the Plan on behalf of each such
Employee for such Plan Year, to

 

            (ii)        The
Employee's Compensation (as defined in Section 5.5(c)(vi)) for such Plan Year.

 

A Participant's ESOP
Percentage shall be determined after determining the Participant's Excess
Deferrals, if any, pursuant to Section 4.2, and after determining the
Participant's excess Pre-Tax Contributions pursuant to Section 4.7.

 

            An eligible
Employee for purposes of computing the Contribution Percentage is defined in
Treasury Regulation Section 1.401(m)-5.  The Contribution Percentage will be
zero for an eligible Employee who received no allocation of Aggregate
Contributions.

            4.9      
Contribution Percentage
and ESOP Percentage Limits:  Each of the Contribution Percentage and ESOP
Percentage (with respect to each, the "Applicable Percentage") for
the eligible Employees for any Plan Year who are Highly Compensated Employees
shall not exceed the greater of (a) or (b), as follows:

            (a)        The
Applicable Percentage for the eligible Employees who are not Highly Compensated
Employees times 1.25, or

 

            (b)        The
lesser of (i) the Applicable Percentage for the eligible Employees who are not
Highly Compensated Employees times two (2) or (ii) 

 

 

	
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the Applicable Percentage
for the eligible Employees who are not Highly Compensated Employees plus two
(2) percentage points or such lesser amount as the Secretary of the Treasury
shall prescribe to prevent the multiple use of this alternative limitation with
respect to any Highly Compensated Employee. .

 

            The
Contribution Percentage for any Highly Compensated Employee for any Plan Year
who is eligible to have matching employer contributions made on his behalf or
to make after-tax contributions under one or more plans described in Section
401(a) of the Code that are maintained by an Employer or an Affiliate in
addition to this Plan shall be determined as if all such contributions were
made to this Plan.

 

            In the event
that this Plan must be combined with one or more other plans in order to
satisfy the requirements of Code Section 410(b), then the Contribution
Percentage shall be determined as if all such plans were a single plan.  If two
or more plans are permissively aggregated for the purposes of Code Section
410(b) (other than the average benefit percentage test), then the Contribution
Percentage shall be determined as if all such plans were a single plan.

            4.10    
Treatment of Excess
Aggregate Contributions or ESOP Contributions:  If neither of the tests
described above in Section 4.9 is satisfied with respect to either Aggregate
Contributions or ESOP Contributions, the excess Aggregate Contributions or ESOP
Contributions (as applicable), plus any income and minus any loss attributable
thereto, shall be forfeited, or if not forfeitable, shall be distributed no
later than the last day of the Plan Year following the Plan Year in which such
excess Aggregate Contributions or ESOP Contributions (as applicable) were
made.  The income and loss attributable to the Participant's excess Aggregate
Contributions or ESOP Contributions (as applicable) for the Plan Year shall be
determined by multiplying the income or loss attributable to the Participant's
Account for the Plan Year by a fraction, the numerator of which is the excess
Aggregate Contribution or ESOP Contributions (as applicable), and the
denominator of which is the Participant's total Account balance.  Excess
Aggregate Contributions or ESOP Contributions shall be treated as Annual
Additions under Section 5.5 of the Plan.

                        The excess Aggregate
Contributions or ESOP Contributions (as applicable), if any, of each
Participant who is among the Highly Compensated Employees shall be determined
by computing the maximum Contribution Percentage under (a) or (b) of Section
4.9.  Any distribution of the excess Aggregate Contributions or ESOP
Contributions (as applicable) for any Plan Year shall be made to Highly
Compensated Employees on the basis of the amount of contributions on behalf, or
by, each such employee.  Forfeitures of excess Aggregate Contributions or ESOP
Contributions (as applicable) may not be allocated to Participants whose
contributions are reduced under this paragraph.

 

	
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                        Excess
Aggregate Contributions or ESOP Contributions (as applicable) will be
distributed according to the following procedures:

            (a)        The
dollar amount of excess Aggregate Contributions or ESOP Contributions (as
applicable) will be computed for each affected Highly Compensated Employee in accordance
with the foregoing.



            (b)        The
excess Aggregate Contributions or ESOP Contributions (as applicable) will be
distributed in the following manner:

 

            (i)         reduce
the Aggregate Contributions or ESOP Contributions (as applicable) beginning
with the Highly Compensated Employee with the highest dollar amount of
Aggregate Contributions or ESOP Contributions (as applicable) to equal the
dollar amount of the Highly Compensated Employee with the next highest amount
of Aggregate Contributions or ESOP Contributions (as applicable);

 

            (ii)        this
amount will be distributed to the Highly Compensated Employee with the highest
dollar amount of Aggregate Contributions or ESOP Contributions (as applicable)

 

            (c)        Repeat the
procedure outlined in step (b) above until total excess Aggregate Contributions
or ESOP Contributions (as applicable) are distributed.

 

If these distributions
are made, the Contribution Percentage is treated as meeting the
nondiscrimination test of Code Section 401(m)(2) regardless of whether the
Contribution Percentage, if recalculated after distributions would satisfy Code
Section 401(m)(2).  For purposes of Code Section 401(m)(9), if a corrective
distribution of excess aggregate contributions has been made, the Contribution
Percentage for Highly Compensated Employees is deemed to be the largest amount
under Code Section 401(m)(2).  For each Participant who is a Highly Compensated
Employee, the amount of excess Aggregate Contributions or ESOP Contributions
(as applicable) is equal to the total Employer Contributions on behalf of the
Participant (determined prior to the application of this paragraph) minus the
amount determined by multiplying the Participant's actual contribution ratio
(determined after application of this paragraph) by his Compensation used in
determining such ratio.  The individual ratios and Contribution Percentages
shall be calculated to the nearest 1/100 of 1% of the Employee's Compensation
as such term is used in paragraph (b) of Section 4.9.

            4.11    
Multiple Use of
Alternative Limitation:  The rules set forth in former Treasury Regulation
Section 1.401(m)-2(b) for determination of multiple use of the alternative
methods of compliance with respect to Sections 4.4(b) and 4.9(b) are hereby
incorporated into the Plan.  If a multiple use of the alternative limitation
occurs with respect to two or more plans or 

 

	
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arrangements maintained by an
Employer, it shall be treated as an excess Aggregate Contribution and must be
corrected by reducing the actual contribution ratio of Highly Compensated Employees
eligible both to make elective contributions to receive matching contributions
under the 401(k) arrangement or to make contributions under the 401(m) plan. 
Such reduction shall be by the leveling process set forth in Section 4.10.

                        Notwithstanding the
foregoing, the multiple use test described in this Section and former Treas.
Reg. Section 1.401(m)-2 shall not apply for Plan Years beginning on and after
January 1, 2002.

            4.12    
ESOP Contributions,
Employer Matching Contributions and Pre-Tax Contributions to be Tax-Deductible: 
ESOP Contributions, Employer Matching Contributions and Pre-Tax Contributions
shall not be made in excess of the amount deductible under applicable Federal
law now or hereafter in effect limiting the allowable deduction for contributions
to profit-sharing plans.  The ESOP Contributions, Employer Matching
Contributions and Pre-Tax Contributions to this Plan when taken together with
all other contributions made by the Employer to other qualified retirement
plans shall not exceed the maximum amount deductible under Section 404 of the
Code.

            4.13    
Maximum Allocations: 
Notwithstanding the above, the total Annual Additions made to the Account of
any Participant shall not exceed the limits prescribed in Section 5.5.

            4.14    
Refunds to Employer: 
Once Contributions are made to the Plan by the Employer on behalf of the
Participants, they are not refundable to the Employer unless a Contribution:

            (a)        Was
made by mistake of fact; or

 

            (b)        Was
made conditioned upon the contribution's being allowed as a deduction and such
deduction was disallowed.

Any Contribution made by the Employer during any
Plan Year in excess of the amount deductible or any Contribution attributable
to a good faith mistake of fact shall be refunded to the Employer.  The amount
which may be returned to the Employer is the excess of the amount contributed
over the amount that would have been contributed had there not occurred a
mistake of fact or the excess of the amount contributed over the amount
deductible, as applicable.  A Contribution made by reason of a mistake of fact
may be refunded only within one (1) year following the date of payment.  Any
Contribution to be refunded because it was not deductible tinder Section 404 of
the Code may be refunded only within one (1) year following the date the
deduction was disallowed.  Earnings attributable to any such excess
Contribution may not be withdrawn, but losses attributable thereto must reduce
the amount to be returned.  In no event may a refund be due which would cause
the Account balance of any Participant to be reduced to less than the
Participant's Account balance would have been had the mistaken amount, or the
amount determined to be non-deductible, not been contributed.

 

	
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ARTICLE V

PARTICIPANTS' ACCOUNTS

            5.1      
Trust Accounts: 
The Committee shall create and maintain adequate records to reflect all
transactions of the Trust Fund and to disclose the interest in the Trust Fund
of each Participant (whether on active or inactive status), former Participant
and Beneficiary.

            (a)       
Accounts
for Participants:  Such accounts shall be maintained for each Participant
as may be appropriate from time to time to reflect his interest in the ESOP
Fund and each Investment Fund in which he may be participating at any time as
contemplated under Section 8.1.  

 

            (i)         The
interest in each Investment Fund attributable to the Contributions made by or
on behalf of each Participant shall be reflected in a Pre-Tax Contribution
Account and/or an After-Tax Contribution Account for each Participant.  

 

            (ii)        The
interest of each Participant attributable to the Employer Matching
Contributions made to the Plan before the effective date of the 1991 Plan shall
be reflected in an Employer Matching Contribution Account for each
Participant.  

 

            (iii)       The
interest in each Investment Fund that is attributable to a rollover of funds
previously held on the Employee's behalf in an individual retirement account or
a plan qualified under Sections 401(a) and 501(a) of the Code shall be held in
a Rollover Account.  

 

            (iv)       The
interest in the ESOP Fund of each Participant shall be reflected in an ESOP
Account for each Participant as described in Section 5.3.

 

            (b)       
Stock
Suspense Account:  There shall also be established and maintained under the
Trust a suspense account to be known as the Stock Suspense Account.

 

            (c)       
Rights
in Trust Fund:  The maintenance of individual Accounts is only for
accounting purposes, and a segregation of the assets of the Trust Fund to each
Account shall not be required. Distribution and withdrawals made from an
Account shall be charged to the Account as of the date paid.

            5.2      
Valuation of Trust Fund: 
A valuation of the Trust Fund shall be made as of each Valuation Date.  For the
purposes of each such valuation, the assets of each Investment Fund shall be
valued at their respective current market values, and the amount of any
obligations for which the Investment Fund may be liable, as shown on the books
of the 

 

	
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Trustee, shall be deducted from the total value of the assets.  For the
purposes of maintenance of books of account in respect of properties comprising
the Trust Fund, and of making any such valuation the Trustee shall account for
the transactions of the Trust Fund on a cash basis.  The current market value
shall, for the purposes hereof, be determined as follows:

            (a)        Where
the properties are securities which are listed on a securities exchange, or
which are actively traded over the counter, the value shall be the last
recorded bid and asked prices, whichever shall be the later.  In the event
transactions regarding such property are recorded over more than one such
exchange, the Trustee may select the exchange to be used for purposes hereof.
Recorded information regarding any such securities published in The Wall
Street Journal or any other publication deemed appropriate may be relied
upon by the Trustee.  If no transactions involving any such securities have
been recorded within ten (10) days prior to the particular Valuation Date, such
securities shall be valued as provided in paragraph (b) below.

 

            (b)        Where
paragraph (a) hereof shall be inapplicable in the valuation of any properties,
the Trustee shall obtain from at least two (2) qualified persons an opinion as
to the value of such properties as of the close of business on the particular
Valuation Date. The average of such estimates shall be used.

            5.3      
Allocation to Accounts:

            (a)       
Pre-Tax
Contributions:  Pre-Tax Contributions pursuant to Section 4.2 received in
the Trust Fund since the preceding Valuation Date shall be credited to the
respective Accounts of the Participants and invested in the Investment Funds in
accordance with their instructions pursuant to Section 8.1.

 

            (b)       
ESOP
Accounts:  The
ESOP Account of each Participant shall be credited with the Participant's
allocable portion of (i) the Company Stock investment in the ESOP Fund
purchased and paid for by the Trust (other than Financed Stock) or contributed
in kind by the Employer, (ii) Pre-Tax Contributions pursuant to Section 4.2
that the Participant directed pursuant to Section 8.1 to have invested in the
Common Stock Fund, and (iii) subject to the further provisions of this Section
5.3(b), the Company Stock investment in the ESOP Fund expected to be released
from the Stock Suspense Account.  

 

            (c)       
Allocation: 
The amount credited under 5.3(b)(i) and (iii) and any cash the employer
contributes pursuant to section 4.1(b) shall be allocated first in the ratio
that the sum of each Participant's Pre-Tax Basic Contribution for the period
bears to the total Pre-Tax Basic Contributions of all Participants for the
period in an amount not to exceed sixty-six and two-thirds percent (662⁄3%)
of the total of each Participant's Pre-Tax Basic Contributions. Second, any
remaining amounts credited under 5.3(b)(i) and (iii) and any cash the employer
contributes pursuant to section 4.1(b) shall be allocated to each Participant who
is employed by the Employer or an Affiliate on last day of the 

 

 

	
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last payroll
period of the year in an equal amount, without regard to the amount of the
Participant's Pre-Tax Basic Contributions and without regard to the amount of the
Participant's Compensation.  Amounts credited made pursuant to this Section
5.3(b) shall be made as of each quarterly Valuation Date (or such other date as
the Administrator may designate), and all amounts not otherwise allocated
hereunder during the Plan Year on the quarterly Valuation Dates shall be
allocated in full on the annual Valuation Date or such other date as the
Administrator may designate.  It is contemplated that, from time to time, a
tentative allocation from the Stock Suspense Account may be made over the
course of the Plan Year; however, the final allocation from the Stock Suspense
Account shall take place only on the Annual Valuation Date.  No Participant
shall be entitled to claim any right, title or interest in amounts tentatively
allocated from the Stock Suspense Account until the final allocation has taken
place on the Annual Valuation Date.

 

            (d)       
Stock
Suspense Account:  The Stock Suspense Account shall be credited as of each
Valuation Date with the number of shares of Financed Stock purchased by the
Trustee since the preceding Valuation Date.  In addition, the Stock Suspense
Account shall be credited with all ESOP Contributions for the Plan Year which
are to be used to repay Exempt Loans.  The Stock Suspense Account shall be
debited with amounts used to repay Exempt Loans and with the number of shares
of Financed Stock that are to be released from such Account in accordance with
the provisions of Section 5.4(b).

 

            (e)       
Rollover
Account:  Any Employee who is a Participant, or who would be a Participant
but for a failure to satisfy the participation requirements of Article III may,
with the approval of the Administrator, make a contribution to a Rollover
Account under the Plan.  Such an Account shall be in cash and shall be a
contribution attributable to:

 

            (i)         a
"qualified total distribution" (as defined in Section 402(a)(5) of
the Code) distributed to the contributing Employee under Section 402(a)(5) from
a plan that is qualified under Sections 401(a) and 501(a), of the Code (a
"Qualified Plan") or distributed to the Employee under Section
402(a)(4) from an "employee annuity" as referred to in that Section;
or

 

            (ii)        a
payout or distribution to the Employee referred to in Section 408(d)(3) from an
"individual retirement account" or an "individual retirement
annuity" described, respectively, in Section 408(a) or Section 408(b)
consisting exclusively of amounts attributable to "qualified total
distributions" (as defined in Section 402(a)(5)) from a Qualified Plan
other than the amounts attributable to a distribution from a Qualified Plan
under which the Employee was at any time an it "employee" (as defined
in Section 401(c)(1)).  The Trustee may condition acceptance of a 

 

 

	
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contribution
intended to be a contribution to a Rollover Account upon receipt of such
documents as it may require.  In the event that an Employee makes a
contribution pursuant to this Section 5.3(e) intended to be a contribution to a
Rollover Account but which the Administrator later concludes did not qualify as
a contribution to a Rollover Account, the Trustee shall distribute to the
Employee as soon as practicable after that conclusion is reached the entire
Account Balance in his or her Rollover Account deriving from such contribution
determined as of the Valuation Date coincident with or immediately following
such discovery.

 

            Effective
for Plan Years on or after January 1, 2002, an Employee may also make a
contribution from another plan qualified under Code Section 403(a), from an
individual retirement account or annuity under Code Section 408(a) or (b), from
an annuity contract described under Code Section 403(b), or from an eligible
plan under Code Section 457(b) which is maintained by a state, or political subdivision
of a state, or an agency or instrumentality of a state, or political
subdivision of a state.  In addition, an Employee may also contribute a
distribution from any of the foregoing that the Employee receives on behalf of
his surviving spouse.

 

            (f)        
Allocation
Procedures:  The Accounts of Participants, former Participants and
Beneficiaries shall be adjusted in accordance with the following: 

 

            (i)        
Earnings
of the Investment Fund: The earnings (or loss) of the Investment Fund since
the preceding Valuation Date (including the appreciation or depreciation in
value of the assets of the Investment Fund) shall be allocated to the Accounts
of Participants (other than a terminated Participant's Accounts which have
become current obligations of the Investment Fund) in proportion to the
balances in such Accounts on the preceding Valuation Date, but after first
reducing each such Account balance by any distribution from such Account since
the preceding Valuation Date.

 

            (ii)       
Income
and Appreciation in Value of Stock Suspense Account and ESOP Accounts in the
Trust Fund:  The income (including stock (in kind) dividends with respect
to Company Stock) of the ESOP Fund shall be allocated in proportion to the
balances, as of the preceding Valuation Date, in the Stock Suspense Account and
the ESOP Accounts but after first reducing each such Account balance by any
distributions or charges from such Accounts since the preceding Valuation
Date.  Notwithstanding anything to the contrary in the Plan, if and to 

 

 

	
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the
extent that dividends credited to Participants' ESOP Accounts are used to
amortize an Exempt Loan pursuant to Section 5.6, an interest in the ESOP Fund
with a fair market value not less than the amount of such dividends must be
allocated to the Participants' ESOP Accounts (resulting from the release of
Financed Stock attributable to such use of dividends to amortize the Exempt
Loan) for the year of payment of such dividends to the Plan, and the Company
shall make such additional Employer Matching Contributions as are necessary to
accomplish such result.  Any dividends credited to the Stock Suspense Account
with respect to Financed Stock shall be used first to repay current principal
and then to repay current interest with respect to such loan.

 

            (iii)      
Forfeitures: 
As of each Valuation Date, any amounts which have become forfeitures since the
preceding Valuation Date shall first be made available to reinstate previously
forfeited Account balances of previous Participants who have unclaimed
benefits, if any, in accordance with Section 6.9.  The remaining forfeitures
shall be used to pay any expenses of the Plan or to reduce Employer Matching
Contributions as specified under Section 4.1.

            5.4      
Treatment of Company
Stock Purchased with an Exempt Loan:

            (a)       
Financed
Stock:  Any Company Stock purchased by the Trust with the proceeds of an
Exempt Loan shall be credited initially to the Stock Suspense Account.

 

            (b)       
Allocation
from Stock Suspense Account to ESOP Accounts:  At each Valuation Date, and
on any special Valuation Date if directed by the Committee, there shall be
released an interest in the ESOP Fund equal in value to the product of the
number of shares of Financed Stock not previously released that are held in the
Stock Suspense Account multiplied by the ratio of (i) the amount of principal
and interest paid under the Exempt Loan subsequent to the last Valuation Date
to (ii) the sum of the amount determined in clause (i) plus the total of all
principal and interest to be paid for future years, assuming if the interest rate
is variable that the interest rate in future years will be the same as that
currently in effect.  The Company Stock investment in the ESOP Fund released
pursuant to the preceding sentence shall be allocated to the Participants' ESOP
Accounts in accordance with the provisions of Section 5.3(b).

 

            (c)       
Payments
on Exempt Loans:  As of each Valuation Date, installment payments,
including principal and interest, made by the Trustee since the last preceding
Valuation Date under Exempt Loans will be debited to 

 

 

	
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the Stock Suspense Account
and to Participants' ESOP Accounts under the provisions of Section 5.3 hereof.

 

            For purposes
of determining payments on Exempt Loans, payment of principal and interest
shall be accounted for substantially in accordance with the following:  All
income ("specified income") allocable to the Stock Suspense Account
that is attributable to collateral for the Exempt Loan or to ESOP Contributions
shall be used, before any ESOP Contributions are so used, to pay principal amounts
due under such Exempt Loan; ESOP Contributions shall be first applied to repay
interest under such Exempt Loan with any excess ESOP Contribution used to fund
current principal requirements not otherwise funded by the specified income; if
the specified income exceeds the amount necessary to pay principal due on
Exempt Loans for the Plan Year, then such excess amount shall be first used to
pay interest currently due with respect to the Exempt Loans and any remaining
amount of income may, at the direction of the Committee, shall be used to
prepay principal due on Exempt Loans in succeeding periods.  In the event that
there are insufficient funds available to make payments of principal or
interest on Exempt Loans when due, the Committee may direct the Trustee to sell
any Financed Stock which has not yet been allocated to ESOP Accounts or the
Committee may direct the Trustee to obtain a new Exempt Loan in an amount
sufficient to make such payments.

            5.5      
Maximum Annual
Additions:  Notwithstanding anything contained herein to the contrary, the
total Annual Additions made to the Account of a Participant for any Plan Year
shall be subject to the following limitations:

(a)       
Single
Defined Contribution Plan

            (i)         If
an Employer does not maintain any other qualified plan, the amount of Annual
Additions which may be allocated under this Plan on a Participants behalf for a
Limitation Year shall not exceed the lesser of the Maximum Permissible Amount
or any other limitation contained in this Plan.

 

            (ii)        Prior
to the determination of the Participant's actual Compensation for a Limitation
Year, the Maximum Permissible Amount may be determined on the basis of the
Participant's estimated annual Compensation for such Limitation Year.  Such
estimated annual Compensation shall be determined on a reasonable basis and
shall be uniformly determined for all Participants similarly situated.  Any
Employer contributions (including allocation of forfeitures) based on estimated
annual Compensation shall be reduced by any Excess Amounts carried over from
prior years.

 

            (iii)       As
soon as is administratively feasible after the end of the Limitation Year, the
Maximum Permissible Amount for such Limitation Year shall be determined on the
basis of the Participant's actual Compensation for such Limitation Year.

 

 

	
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            (iv)       If
there is an Excess Amount with respect to a Participant for the Limitation
Year, such Excess Amount shall be disposed of as follows:

 

            (1)        If
any such Excess Amounts shall then remain, the Participant's Pre-Tax
Contributions, and any earnings attributable thereto, shall be returned to him
to the extent such returned Contributions would reduce the Excess Amount.

 

            (2)        There
shall be a reduction of the Employer Matching Contributions allocated to the
Participant, and the amount of the reduction of the Employer Matching
Contributions for such Participant shall be reallocated out of the Employer
Matching Contribution Account of such Participant and shall be held in a
suspense account which shall be applied as a part of (and to reduce to such extent
what would otherwise be) the Employer Matching Contributions for all
Participants required to be made to the Plan during the next subsequent
calendar month or months.  No portion of such Excess Amount may be distributed
to Participants or former Participants.  If a suspense account is in existence
at any time during the Limitation Year pursuant to this Paragraph (2), such
suspense account shall not participate in the allocation of investment gains or
losses of the Trust Fund.



            (3)        If
any such Excess Amount shall then remain, the Excess Amount of the
Participant's Pre-Tax Contributions, as defined in Section 4.2, shall be used
to reduce Pre-Tax Contributions for the next Limitation Year (and succeeding
Limitation Years, as necessary) for that Participant if that Participant is
eligible to participate in the Plan as of the end of the next and succeeding
Limitation Years.  However, if that Participant is not eligible to participate
in the Plan as of the end of the Limitation Year, then the Excess Amounts must
be held unallocated in a suspense account and applied in the next subsequent
calendar month or months as a part of (and to reduce to such extent what would
otherwise be) the Employer Matching Contribution for all Participants required
to be made to the Plan.  No portion of such Excess Amount may be distributed to
Participants or former Participants.  If a suspense account is in existence at
any time during the Limitation Year pursuant to this paragraph (3), such
suspense account shall not participate in the allocation of investment gains or
losses of the Trust Fund.

 

(b)       
Two or
More Defined Contribution Plans

 

 

	
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            (i)         If,
in addition to this Plan, the Employer maintains any other qualified defined
contribution plan, the amount of Annual Additions which may be allocated under
this Plan on a Participant's behalf for a Limitation Year shall not exceed the
lesser of:

 

            (1)        the
Maximum Permissible Amount, reduced by the sum of any Annual Additions
allocated to the Participant's accounts for the same Limitation Year under such
other defined contribution plan or plans; or

 

            (2)        any
other limitation contained in this Plan.

 

            (ii)        Prior
to the determination of the Participant's actual Compensation for the
Limitation Year, the amount referred to in paragraph (i)(1). above may be
determined on the basis of the Participant's estimated annual Compensation for
such Limitation Year.  Such estimated annual Compensation shall be determined
on a reasonable basis and shall be uniformly determined for all Participants
similarly situated. Any Employer Contribution (including allocation of
forfeitures) based on estimated annual Compensation shall be reduced by any
Excess Amounts carried over from prior years.

 

            (iii)       As
soon as is administratively feasible after the end of the Limitation Year, the
amounts referred to in paragraph (i)(1) above shall be determined on the basis
of the Participant's actual Compensation for such Limitation Year.

 

            (iv)      
If a Participant's Annual Additions under this Plan and all such other defined
contribution plans result in an Excess Amount, such Excess Amount shall be
deemed to consist of the amounts last allocated.

 

            (v)        If
an Excess Amount was allocated to a Participant on an allocation date of this
Plan which coincides with an allocation date of another plan, the Excess Amount
attributed to this Plan will be the product of:

 

            (1)        the
total Excess Amount allocated as of such. date (including any amount which
would have been allocated but for the limitations of Section 415 of the Code);
times

 

            (2)        the
ratio of (i) the amount allocated to the Participant as of such date under this
Plan, divided by (ii) the total amount allocated as of such date under all
qualified defined contribution plans (determined without regard to the
limitations of Section 415 of the Code).

 

            (vi)       Any
Excess Amounts attributed to this Plan shall be disposed of as provided in
paragraph (a) above.

 

 

	
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(c)        Definitions

 

            (i)        
Employer: 
The Employer that adopts this Plan.  In the case of a group of employers which
constitutes a controlled group of corporations (as defined in Section 414(b) of
the Code as modified by Section 415(h)) or which constitutes trades and
businesses (whether or not incorporated) which are under common control (as
defined in Section 414(c) as modified by Section 415(h)) or an affiliated
service group (as defined in Section 414(m)), all such employers shall be
considered a single Employer for purposes of applying the limitations of this
Section.

 

            (ii)       
Annual
Additions:  With respect to each Plan Year (Limitation Year), the total of
the Employer Matching Contributions, ESOP Contributions (except to the extent
hereinafter provided), Pre-Tax Contributions, After-Tax Contributions, forfeitures
and amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code, which
are allocated to the Participant's Account; excluding, however, any amounts
contributed to reinstate an unclaimed benefit.  Unless more than one-third of
the ESOP Contributions made by the Employer are allocated to Highly Compensated
Employees (as such term is defined in Section 4.4 hereof), Annual Additions
shall not include ESOP Contributions used to pay interest on the Exempt Loan
and charged against the Participant's Account.

 

            (iii)      
Excess
Amount:  The excess of the Participant's Annual Additions for the Limitation
Year over the Maximum Permissible Amount.

 

            (iv)      
Limitation
Year:  A twelve (12) consecutive month period ending on December 31.

 

            (v)       
Maximum
Permissible Amount:  Except to the extent permitted under Section 4.2 and
Code Section 414(v), the Annual Addition that may be contributed or allocated
to a Participant's account under the Plan for any Limitation Year shall not
exceed the lesser of:  (a) $40,000, as adjusted for increases in the cost of
living under Code Section 415(d) or (b) 100 percent of the Participant's
Compensation, within the meaning of Code Section 415(c)(3), for the Limitation
Year.  The Compensation limit referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Sections 401(h) or 419A(f)(2)) which is otherwise treated as an
Annual Addition.

 

            (vi)      
Compensation: 
For purposes of applying the limitations of Code Section 415, Compensation
shall include the Participant's wages, salaries, fees for professional service
and other amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of employment
with an Employer maintaining the Plan to the extent that 

 

 

	
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the amounts are
includable in gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements, and expense allowances) and shall exclude the following:

 

            (1)(A)
contributions made by the Employer to a plan of deferred compensation to the
extent that, before the application of the Code Section 415 limitations to the
Plan, the contributions are not includable in the gross income of the Employee
for the taxable year in which contributed, (B) Employer contributions made on
behalf of an Employee to a simplified employee pension plan described in Code
Section 408(k) to the extent such contributions are excludable from the
Employee's gross income, (C) any distributions from a plan of deferred
compensation regardless of whether such amounts are includable in the gross
income of the Employee when distributed except any amounts received by an
Employee pursuant to an unfunded non-qualified plan to the extent such amounts
are includable in the gross income of the Employee;

 

            (2)        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;

 

            (3)        amounts
realized from the sale, exchange or other disposition of stock acquired under a
qualified stock option; and

 

            (4)        other
amounts which receive special tax benefits, such as premiums for group life insurance
(but only to the extent that the premiums are not includable in the gross
income of the Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of any annuity
contract described in Code Section 403(b) (whether or not the contributions are
excludable from the gross income of the Employee).

 

                        For
the purposes of this Section, the determination of Compensation shall be made
by not including amounts that would otherwise be excluded from a Member's gross
income by reason of the application of Code Sections 125, 402(a)(8),
402(h)(1)(B) and, in the case of Employer contributions made pursuant to a
salary reduction agreement, Code Section 403(b).  For "limitation
years" beginning after December 31, 1988, Compensation shall be limited to
$200,000 (unless adjusted in the same manner as permitted under Code Section
415(d)).  Notwithstanding anything to the 

 

 

	
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contrary in this definition,
Compensation under this Section shall include any and all items which may be
includable in Compensation under Section 415(c)(3) of the Code, including (i)
any elective deferral (as defined in Code Section 402(g)(3), (ii) any amount
which is contributed or deferred by the Employer at the election of the
Employee and which is not includable in the gross income of the Employee by
reason of Code Section 125 and 457, and (iii) from and after January 1, 2001,
any amount which is contributed or deferred by the Employer at the election of
the Employee and which is not includable in the gross income of the Employee by
reason of Code Section 132(f).

 

            (vii)     
Average
Compensation:  The average Compensation during a Participant's high three
(3) years of Service, which period is the three (3) consecutive calendar years
(or, the actual number of consecutive years of employment for those Employees
who are employed for less than three (3) consecutive years with the Employer)
during which the Participant had the greatest aggregate Compensation from the
Employer.

 

            (viii)     
Annual
Benefit:  A benefit payable annually in the form of a straight life annuity
(with no ancillary benefits) under a plan to which Employees do not contribute
and under which no rollover contributions are made.

            5.6      
Borrowings to Purchase
Company Stock; Certain Conditions Applicable to Such Company Stock:  It is
the express purpose of this Plan and the Trust to invest substantial sums in
Company Stock for the benefit of Participants in the Plan.  Pursuant to this
purpose, it is contemplated that the Trustee will from time to time borrow
funds either through installment purchase contract, loan agreement or other
instrument of indebtedness in order to purchase Company Stock (with such
indebtedness qualifying as an "Exempt Loan" within the ambit of
Section 54.4975-7(b)(1)(iii) of the Treasury Regulations).  Such loans shall be
primarily for the benefit of Participants and their Beneficiaries within the
meaning of Treasury Regulation Section 54.4975-7(b)(3).  In addition to other
provisions of the Plan as may be applicable from time to time, the provisions
of this Section 5.6 shall be specifically applicable to indebtedness incurred
to purchase Company Stock and Company Stock purchased with loan proceeds.

            (a)       
Use
of Proceeds:  All proceeds of such an Exempt Loan shall be used within a
reasonable time after receipt by the Trustee only for any or all of the
following purposes: to purchase Company Stock, to repay obligations incurred
under the loan agreement or to repay a prior Exempt Loan.

 

            (b)       
Non
Recourse Loans Only:  Any loan must be without recourse as against the Plan
and the Trust Fund.

 

            (c)       
Collateral: 
The only assets of the Plan and Trust Fund that may be given as collateral for
a loan are shares of Company Stock acquired with the proceeds of the loan and
those shares of Company Stock that were used as 

 

 

	
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collateral on a prior Exempt
Loan repaid with the proceeds of the current Exempt Loan.

 

            (d)       
Creditors'
Rights to Assets:  No person entitled to payment under the loan agreement
shall have any right to assets of the Plan or Trust Fund other than collateral
given for the loan, contributions (other than contributions of Company Stock)
that are made under the Plan to meet the Plan's obligations under the loan and
earnings attributable to such collateral and the investment of such
contributions.

 

            (e)       
Transfers
upon Default:  In the event of default of the Exempt Loan, the value of
Plan assets transferred in satisfaction of the loan must not exceed the amount
of default. If the lender is a "disqualified person," the loan must
provide for a transfer of Plan assets upon default only upon and to the extent
of failure of the Plan to meet the payment schedule of the loan.

 

            (f)        
Interest: 
The interest rate of any loan described herein must not be in excess of a
reasonable rate of interest.  In determining what is a reasonable rate of
interest, all relevant factors will be considered including the amount and
duration of the loan, the security and guarantee (if any) involved, the credit
standing of the Plan and Trust Fund and the guarantor (if any), and the
interest rate prevailing for comparable loans.  A variable interest rate is
permissible if determined to be reasonable.

 

            (g)       
Release
from Collateral or Suspense:  The instrument evidencing indebtedness shall
provide for release from collateral or suspense in accordance with the
provisions of Section 5.4(b) of the Plan.

 

            (h)       
Limitation
on Restrictions on Company Stock:  No Company Stock acquired with the
proceeds of a loan described herein may be subject to a put, call, or other option,
or buy-sell or similar arrangement while held by and when distributed from the
Plan or its related Trust Fund, whether or not the Plan is then an
"ESOP" within the ambit of Section 54.4975-7(b)(1) of the Treasury
Regulations, unless specifically required or permitted by such regulations.

 

            (i)        
Limitations
on Payments:  The payments made during any Plan Year with respect to a loan
described herein may not exceed an amount equal to the sum of the ESOP
Contributions and any earnings received during or previous to the current Plan
Year on Company Stock purchased with such loan less payments previously made
with respect to such loan; provided, however, that payment may in any event be
made from the proceeds of the sale of any Company Stock which was purchased
with the loan and which has not yet been allocated to Participants' ESOP
Accounts in the event of default, or in the event of termination of the Trust
Fund, to the extent provided in Section 5.3(d) or Section 10.5, or under other
circumstances determined appropriate by the 

 

 

	
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Committee.  The ESOP Contributions
and earnings described herein must be accounted for separately on the books of
account of the Plan and Trust until any Exempt Loan is repaid, as is provided
in the other provisions of Article V of this Plan.

 

            (j)        
Certain
Rights with Respect to Financed Stock:  Any Financed Stock, if it is not
publicly traded when distributed or is subject to a trading limitation when
distributed, must be subject to a put option.  The put option is to be
exercisable only by the Participant, the Participant's donees or by a person
(including an estate or its distributee) to whom the Company Stock passes by
reason of a Participant's death.  The put option must permit the Participant to
put the Company Stock to the Employer.  The put option must be exercisable
during the sixty (60) consecutive days beginning on the date that the Company
Stock subject to the put option is distributed by the Plan, and for another
sixty (60) consecutive days during the Plan Year next following the Plan Year
in which the shares were distributed.  The put option may be exercised by the
holder's notifying the Employer in writing that the put option is being
exercised.  The period during which a put option is exercisable does not
include any period when a distributee is unable to exercise it because the
party bound by the put option is prohibited from honoring it by applicable
Federal or State law.  The price at which the put option is exercisable is the
fair market value of the Company Stock on the date of the transaction
determined in good faith based on all relevant factors.  In the discretion of
the Committee, either (i) payment under a put option will be in cash within
thirty (30) days after the put option is exercised or (ii) if the payment in
respect of a put option is to repurchase Company Stock which is distributed as
part of a total distribution, the amount to be paid may be paid in
substantially equal periodic payments not less frequently than annually over a
period beginning not later than thirty (30) days after the exercise of the put
option and not exceeding five (5) years provided that there is adequate
security provided and a reasonable interest paid on unpaid. amounts.  For
purposes of the preceding sentence, a total distribution means the distribution
within one (1) taxable year to the recipient of the balance of the credit of
the recipient's Account.  The provisions described in this subparagraph (j) are
nonterminable even if the exempt loan is repaid or the Plan ceases to be an
ESOP.

 

            (k)       
Term
of Exempt Loans:  Any Exempt Loan made by the Plan or Trust Fund for the
purpose of purchasing Company Stock must be for a specific term and may not be
payable on the demand of any person, except in the case of default.

 

 

	
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ARTICLE VI

PARTICIPANTS' BENEFITS

            6.1      
Termination of Service: 
In the event of termination of Service of any Participant for any reason other
than disability, Retirement on or after Retirement Date, or death, a
Participant shall, subject to the further provisions of the Plan, be entitled
to receive one hundred percent (100%) of the value in his Pre-Tax Contribution
Account and After-Tax Contribution Account and Rollover Account, plus one
hundred percent (100%) of the value of his Employer Matching Contribution
Account and ESOP Account.

            6.2      
Disability of
Participants:  If the Committee shall find and advise the Trustee that the
employment of a Participant who has been terminated as a consequence of such
Participant's having become totally and permanently disabled and entitled to
receive disability benefits under the provisions of the Company's Long Term
Disability Plan, as adopted effective June 1, 1987 and as amended from time to
time, such Participant shall become entitled to receive the entire interest in
his Pre-Tax Contribution Account, his After-Tax Contribution Account, his
Rollover Account, his Employer Matching Contribution Account and his ESOP
Account. Disability hereunder shall not include any disability sustained in the
course of, or as a consequence of, military service, or occupational hazard
arising out of and in the course of employment by any person other than an
Employer, or the commission of any criminal offense.

            6.3      
Death of Participants: 
In the event of the death of any Participant, the entire amount in the Accounts
of such Participant after receipt by the Committee of acceptable proof of death
shall be payable as follows:

            (a)        The
Participant's Account shall be distributed to the Participant's surviving
spouse, but if there is no surviving spouse, or if the surviving spouse has
already consented by a qualified election pursuant to Section 6.3(b), to the
Beneficiary or Beneficiaries designated by the Participant in a written
designation filed with his Employer, or if no such designation shall have been
so filed, or if no designated Beneficiary survives the Participant or can be
located by the Committee, then to the duly appointed executor or administrator
of the Participant's estate; or if no administration of the estate of such
decedent is necessary, then to the Beneficiary entitled thereto under the last
win of such deceased Participant; or if such decedent left no will, to the
legal heirs of such decedent determined in accordance with the laws of
intestate succession of the state of the decedent's domicile.  No designation
of any Beneficiary other than the Participant's surviving spouse shall be
effective unless in writing and received by the Participant's Employer, and in
no event shall it be effective as of a date prior to such receipt.  The former
spouse of a Participant shall be treated as a surviving spouse to the extent
provided under a qualified domestic relations order as described in Section
414(p) of the Code.

 

 

	
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            (b)        The
Participant's spouse may waive the right to be the Participant's sole Beneficiary
and consent to the Beneficiary designation made by the Participant. The waiver
must be in writing and the spouse must acknowledge the effect of the waiver. 
The spouse's waiver must be witnessed by a Plan representative or a notary
public.  The Beneficiary designated by the Participant may not be changed
without the spouse's consent, unless the consent of the spouse permits
designation of Beneficiaries by the Participant without any requirement of
further consent by the spouse.  The Participant may file a waiver without the
spouse's consent if it is established to the satisfaction of the Committee that
such written consent may not be obtained because there is no spouse or the
spouse may not be located.  Any consent under this Section 6.3(b) will be valid
only with respect to the spouse who signs the consent. Additionally, a
revocation of a prior spousal waiver may be made by a Participant without the
consent of the spouse at any time before the distribution of the Account. The
number of revocations shall not be limited.

            6.4      
Retirement of
Participants on or After Retirement Date:  A Participant's interest in the
full balance of his Account shall be fully vested and nonforfeitable upon
reaching his Retirement Date. Any Participant who terminates his Service on or
after his Retirement Date shall attain a fully vested nonforfeitable interest
in the entire amount of his Account and shall be entitled to receive the entire
amount of his Account upon the termination of his Service.

            6.5      
In-Service
Distributions:  Cash dividends paid with respect to shares of Company Stock
in a Participant's ESOP Account may be distributed at least annually in the
discretion of the Committee.  Otherwise, except to the extent that distribution
of a Participant's Account is required prior to termination of his employment
under Section 6.8 hereof (in the case of a Participant whose required beginning
date occurs prior to his termination of employment) or under Section 10.5
hereof relating to termination of the Plan, or at the election of the
Participant under Article VII hereof relating to certain withdrawals and loans,
no distribution or withdrawal of any benefits under the Plan shall be permitted
prior to the Participant's termination of employment.

            6.6      
Payments of Benefits:

                        (a)       
Termination,
Disability or Retirement.  Upon a Participant's entitlement to payment of
benefits under either Section 6.1, 6.2 or 6.4, he shall file with the Committee
his written election on such form or forms, and subject to such conditions, as
the Committee shall provide.  His election shall specify whether he wishes
payments of his benefits to be made as of such entitlement or to be deferred to
the extent provided below.  If payments become due for any reason other than
Retirement, death or Disability, and if the amounts due from the Participant's
Accounts are in excess of $1,000 ($5,000 before March 28, 2005) payment of such
amounts shall be deferred to the extent provided below unless the Participant,
and his spouse, if applicable, consent to earlier payment.  Effective January
1, 2002, a contribution to a Rollover Account (and earnings allocable thereto)
within the meaning of sections 402(c), 403(a)(4), 403(b)(8),



 

	
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 408(d)(3)(A)(ii),
and 457(e)(16) of the Code shall not be counted in determining whether the
amounts due from the Participant's Accounts exceeds the $5,000 threshhold, but shall
be counted in determining the $1,000 threshhold.

 

                        (b)       
Death. 
In the case of a distribution under Section 6.3 on account of the Participant's
death, the Committee shall pay the entire amount in the Participant's Accounts
to his surviving spouse, of if there is no surviving spouse, or if the
surviving spouse gives her consent as provided in Section 6.3, to a Beneficiary
other than the surviving spouse designated by the Participant in accordance
with Section 6.3. Payments to a Participant's surviving spouse and/or
Beneficiary shall commence as soon as practicable after a Participant's death.

 

                        (c)       
Time
of Payment.  Unless a Participant who is entitled to a distribution elects
to defer distribution of such benefits to a later date, payment of benefits
under this Plan shall be made or shall commence no later than the sixtieth day
after the later of (i) the end of the Plan Year of his sixty-fifth (65th)
birthday or (ii) the end of the Plan Year in which his employment terminates. 
A Participant may elect to defer receipt of his benefits, but such benefits
must commence no later than April 1 following the calendar year in which the
Participant attains age seventy and one-half (701⁄2).

 

                        (d)       
Form
of Payment.  A Participant or his designated Beneficiaries (but only by his
designated Beneficiaries in the event of the death of a Participant without
having made such an election), may elect that the benefits payable to the
Participant and/or Beneficiary be paid in one of, or in any combination of, the
following methods:

 

                        (i)        
Company
Stock.  As a distribution in kind of the shares held for his Account in the
Common Stock Fund and the ESOP Fund.  A Participant shall be entitled to receive
a whole number of shares of Company Common Stock held in such Common Stock Fund
and the ESOP Fund as of the Valuation Date specified in Section 6.7 measured by
a fraction the numerator of which shall be (i) the value in the Common Stock
Fund held in his Pre-Tax Contribution Account and/or his After-Tax Contribution
Account as of such Valuation Date, plus (ii) the vested portion of the value in
the Common Stock Fund held in his Employer Matching Contribution Account plus
(iii) the vested portion of the value in the ESOP Fund held in his ESOP Account
as of such Valuation Date, and the denominator of which shall be the total
value in the Common Stock Fund and the ESOP Fund held in the Pre-Tax
Contribution Accounts, After-Tax Contribution Accounts, Employer Matching
Contribution Accounts, and ESOP Accounts for all Participants 



 

	
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as of such
Valuation Date.  The amount of any fractional shares shall be distributed in
cash.

 

            (ii)       
Lump
Sum in Cash.  As a lump-sum distribution in cash, equal to (a) the value of
the Participant's Account invested in funds other than the Common Stock Fund or
the ESOP Fund plus (b) the amount equal to the number of shares in the Common
Stock Fund or ESOP Fund (determined pursuant to Section 6.6(a) above),
multiplied by the fair market value of such shares.  No lump-sum distribution
may be paid to the Participant unless he has elected such distribution on an
election form provided by the Committee.

 

                        (iii)      
Installments.
 As installments payable in cash over a period certain not extending beyond ten
(10) years.  If the Participant's entire interest under the Plan is to be
distributed in other than a lump sum, the installment to be distributed shall
be in a series of substantially equal periodic monthly, quarterly, semi-annual
or annual installments over a fixed period of time not to exceed the lesser of
10 years or the life expectancy of the Participant, or the joint life and last
survivor expectancy of the Participant and his or her Beneficiary, whichever is
applicable, as determined by the Participant at the time of termination.
Installments are to begin following the date of termination.  The amount of the
first installment shall be a fraction of the Participant's Account as of the
Valuation Date, the numerator of which is one (1) and the denominator of which
is the total number of installments not in excess of ten (10) years to be
made.  The amount of each subsequent installment shall be a portion of the
Participant's Account as of such Valuation Date, the numerator of which is one
(1) and the denominator of which is the remaining number of unpaid
installments.  For this purpose, life expectancy (or joint life and last
survivor expectancy) is to be computed by the use of the return multiples
contained in section 1.72-9 of the Treasury Regulations under the Code.  For
purposes of this computation, a Participant's life expectancy, or joint life
and last survivor expectancy of the Participant and his or her spouse, as
applicable, may be recalculated no more frequently than annually, but the life
expectancy of a non-spouse Beneficiary may not be recalculated. If the
Participant's spouse is not his or her designated Beneficiary, the method of
distribution must assure that at least 50% of the present value of the amount
available for distribution when distributions commence is paid within the life
expectancy of the Participant.  Notwithstanding any provision of this Plan to
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made in accordance with the regulations
under Section 401(a)(9).

            6.7      
Participation Rights
Determined as of Valuation Date Preceding Termination of Employment:  In
the case of any Participant whose employment shall be terminated for any
reason, no further credits or charges arising from any source shall be made to
the Accounts of any such terminating Participant after the credits or charges
made as of the Valuation Date immediately preceding his termination of
employment, except for

            (a)        Pre-Tax
Contributions, and Employer Matching Contributions and ESOP Contributions made
subsequent to such Valuation Date.

 

            (b)        Withdrawals
or distributions made subsequent to such Valuation Date. 

 

            (c)        Such
subsequent adjustments to the values in the Accounts of such Participant up to
the Valuation Date coinciding with or preceding the distribution to the
Participant.

           6.8      
Required Minimum
Distributions:  Notwithstanding any provision of this Plan to the contrary,
any benefits to which a Participant is entitled shall commence no later than
the April 1 following the later of (a) the calendar year in which the
Participant attains age seventy and one-half (701⁄2), or (b) the calendar year in
which the Participant retires; provided, however, that in the case of a
Participant who is a "five percent owner" (as defined in Section
401(a)(9) of the Code, benefits shall commenced no later than the April 1
following the calendar year in which the Participant attains age seventy and
one-half (701⁄2).  Such distribution shall be at least equal to the required
minimum distributions under the Code; however, any installment distributions
pursuant to this Section 6.8 to Participants who have not terminated employment
shall be made over a period not to exceed ten (10) years.  For purposes of this
Section 6.8, the life expectancy of a Participant and/or a Participant's spouse
shall not be redetermined annually.

A.        Required Minimum Distributions:

(a)       
General
Rules:

 

(1)        Effective
Date:  The provisions of this Section 6.8A will apply for purposes of
determining Required Minimum Distributions for calendar years beginning with
the 2003 calendar year.

 

(2)        Precedence: 
The requirements of this Section 6.8A will take precedence over any
inconsistent provisions of the Plan.

 

(3)        Requirements
of Treasury Regulations Incorporated:  All distributions required under
this Section 6.8A will be 





 

	
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determined and made in accordance with the Treasury
regulations under Code Section 401(a)(9).

 

(4)        TEFRA
Section 242(b)(2) Elections:  Notwithstanding the other provisions of this
Section 6.8A, distributions may be made under a designation made before January
1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (TEFRA) and the provisions of the Plan that relate to
section 242(b)(2) of TEFRA.

 

(b)       
Time and
Manner of Distribution:

 

(1)        Required
Beginning Date:  The Participant's entire interest will be distributed, or
begin to be distributed, to the Participant no later than the Participant's
Required Beginning Date.

 

(2)        Death
of Participant before Distributions Begin:  If the Participant dies before
distributions begin, the Participant's entire interest will be distributed, or
begin to be distributed, no later than as follows:

 

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

 

(ii)        If
the Participant's surviving spouse is not the Participant's sole designated
Beneficiary, then distributions to the designated Beneficiary will begin by
December 31 of the calendar year immediately following the calendar year in
which the Participant died.

 

(iii)       If
there is no designated Beneficiary as of September 30 of the year following the
year of the Participant's death, the Participant's entire interest will be
distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

 

 

	
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(iv)       If
the Participant's surviving spouse is the Participant's sole designated
Beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this Section 6.8A(b)(2) other than
section 6.8A(b)(2)(i) will apply as if the surviving spouse were the
Participant.

 

For purposes of
this Section 6.8A(b) and section 6.8A(d), unless Section 6.8A(b)(2)(iv)
applies, distributions are considered to begin on the Participant's Required
Beginning Date.  If Section 6.8A(b)(2)(iv) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under Section 6.8A(b)(2)(i).  If distributions under an
annuity purchased from an insurance company irrevocably commence to the Participant
before the Participant's Required Beginning Date (or to the Participant's
surviving spouse before the date distributions are required to begin to the
surviving spouse under Section 6.8A(b)(2)(i)), the date distributions are
considered to begin is the date distributions actually commence.

 

(3)        Forms of Distribution:  Unless the Participant's
interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the Required Beginning Date, as of the
first distribution calendar year distributions will be made in accordance with
Sections 6.8A(c) and 6.8A(d).  If the Participant's interest is distributed in
the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Code Section
401(a)(9) and the Treasury regulations.

 

(c)        Required
Minimum Distributions During Participant's Lifetime:

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

(i)         The quotient obtained by dividing the Participant's Account
balance by the distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of
the Participant's birthday in the distribution calendar year; or

 

 

	
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(ii)        If
the Participant's sole designated beneficiary for the distribution calendar
year is the Participant's spouse, the quotient obtained by dividing the
Participant's Account balance by the number in the Joint and Last Survivor
Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the
Participant's and spouse's attained ages as of the Participant's and spouse's
birthdays in the distribution calendar year.

 

(2)        Lifetime
Required Minimum Distributions Continue Through Year of Participant's Death:
 Required Minimum Distributions will be determined under this Section 6.8A(c)
beginning with the first distribution calendar year and up to and including the
distribution calendar year that includes the Participant's date of death.

 

(d)       
Required
Minimum Distributions After Participant's Death:

 

(1)        Death
On or After Date Distributions Begin:

 

(i) Participant
Survived by Designated Beneficiary:  If the Participant dies on or after
the date distributions begin and there is a designated Beneficiary, the minimum
amount that will be distributed for each distribution calendar year after the
year of the Participant's death is the quotient obtained by dividing the
Participant's Account balance by the longer of the remaining life expectancy of
the Participant or the remaining life expectancy of the Participant's
designated Beneficiary, determined as follows:

 

(A)       The
Participant's remaining life expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.

 

(B)       If
the Participant's surviving spouse is the Participant's sole designated
Beneficiary, the remaining life expectancy of the surviving spouse is
calculated for each distribution calendar year after the year of the
Participant's death using the surviving spouse's age as of the spouse's
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after the year of the
surviving spouse's death, the remaining life expectancy of the surviving spouse
is calculated using the age of the surviving spouse as of the spouse's birthday
in the calendar year of the spouse's death, reduced by one for each subsequent
calendar year.

 

(C)       If
the Participant's surviving spouse is not the Participant's sole designated
Beneficiary, the designated Beneficiary's remaining life expectancy is
calculated using the age of the Beneficiary in the year following the year of
the Participant's death, reduced by one for each subsequent year.

 

(ii)        No
Designated Beneficiary: If the Participant dies on or after the date
distributions begin and there is no designated Beneficiary as of September 30
of the year after the year of the Participant's death, the minimum amount that
will be distributed for each distribution calendar year after the year of the
Participant's death is the quotient obtained by dividing the Participant's
Account balance by the Participant's remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for each
subsequent year.

 

(2)        Death
Before Date Distributions Begin:

 

(i)        
Participant
Survived by Designated Beneficiary:  If the Participant dies before the
date distributions begin and there is a designated Beneficiary, the minimum
amount that will be distributed for each distribution calendar year after the
year of the Participant's death is the quotient obtained by dividing the
Participant's Account balance by the remaining life expectancy of the
Participant's designated Beneficiary, determined as provided in Section 6.8A(d)(1).

(ii)        No
Designated Beneficiary: If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of 





 

	
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September 30
of the year following the year of the Participant's death, distribution of the
Participant's entire interest will be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.

 

(iii)       Death
of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin:  If the Participant dies before the date distributions begin, the
Participant's surviving spouse is the Participant's sole designated
Beneficiary, and the surviving spouse dies before distributions are required to
begin to the surviving spouse under Section 6.8A(b)(2)(i), this Section 6.8A(d)(2)
will apply as if the surviving spouse were the Participant.

 

(e)        Definitions:

 

(1)        Designated
Beneficiary:  The individual who is designated as the Beneficiary under
Section 6.3 and is the designated Beneficiary under Code Section 401(a)(9) and Treasury
Regulation Section 1.401(a)(9)-4.

 

(2)        Distribution
Calendar Year:  A calendar year for which a minimum distribution is
required.  For distributions beginning before the Participant's death, the
first distribution calendar year is the calendar year immediately preceding the
calendar year, which contains the Participant's Required Beginning Date.  For
distributions beginning after the Participant's death, the first distribution
calendar year is the calendar year in which distributions are required to begin
under Section 6.8A(b)(2).  The required minimum distribution for the
Participant's first distribution calendar year will be made on or before the
Participant's Required Beginning Date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant's Required
Beginning Date occurs, will be made on or before December 31 of that
distribution calendar year.

 

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

 

(4)        Participant's
Account Balance:  The account balance as of the last valuation date in the
calendar year immediately 





 

	
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preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions made and allocated
or forfeitures allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions made in
the valuation calendar year after the valuation date.  The account balance for
the valuation calendar year includes any amounts rolled over or transferred to
the Plan either in the valuation calendar year or in the distribution calendar
year if distributed or transferred in the valuation calendar year.

 

(5)        Required
Beginning Date:  The date specified in the first sentence of Section 6.8 of
the Plan.

 

            6.9      
Unclaimed Benefits: 
If at, after or during the time when a benefit hereunder is payable to any
Participant, Beneficiary or other distributee, the Committee, upon request of
the Trustee or at its own instance, shall mail by registered or certified mail
to such distributee, at his last known address a written demand for his present
address or for satisfactory evidence of his continued life, or both, and if
such distributee shall fail to furnish the same to the Committee within two (2)
years from mailing of such demand, then the Committee may, in its sole
discretion, determine that such Participant, Beneficiary or other distributee
has forfeited his right to such benefit and may declare such benefit, or any
unpaid portion thereof, terminated as if the death of the distributee (with no
surviving Beneficiary) had occurred on the later of the date of the last
payment made thereon, or the date such Participant, Beneficiary or other
distributee first became entitled to receive benefit payments. Any such
forfeited benefit shall be applied in the manner set forth in Section
5.3(e)(iii).  Notwithstanding the provisions of this Section 6.9, any such
forfeited benefit shall be reinstated (i) if a claim for the same is made by
the Participant, Beneficiary or other distributee at any time thereafter, (ii)
if the Plan is terminated, or (iii) when distribution is required under Section
6.8.  The reinstatement shall be made by a mandatory contribution by the
Company, allocated solely to such reinstatement.

            6.10    
ESOP Allocations: 
In the event that a Participant terminates employment after his allocable
portion of the Company Stock investment in the ESOP Fund has been credited to
his ESOP Account pursuant to Section 5.3(b), but before such amount has been
allocated to his ESOP Account, the Committee shall direct the Trustee to
release such allocable portion of the Company Stock to the Participant in a
manner consistent with the applicable distribution requirements under this
Article VI.

            6.11    
Right to Transfer
Eligible Rollover Distribution:  A "Distributee" may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an "Eligible Rollover Distribution" paid directly to an
"Eligible Retirement Plan" specified by the Distributee in a
"Direct Rollover".  The Committee may impose any restrictions that
are permitted under applicable authorities on the right to transfer an Eligible
Rollover Distribution.

 

	
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                        For purposes of this
Section, the capitalized words have the following meanings:

            (a)        "Eligible
Rollover Distribution" means any distribution of all or any portion of the
balance to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include: any Distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the Distributee or for a specified period
of ten years or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9); any hardship withdrawal described in
Code Section 401(k)(2)(B)(i)(IV); and the portion of any distribution that is
not includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to Employer securities).

            With
respect to distributions made after December 31, 2001, any amount that is
distributed on account of hardship (as defined in Section 7.4) shall not be an
Eligible Rollover Distribution, and the distributee may not elect to have any
portion of such a distribution paid directly to an Eligible Retirement Plan. 
In addition, a portion of a distribution shall not fail to be an Eligible
Rollover Distribution merely because the portion consists of After-Tax
Contributions, which are not includible in gross income.  However, such portion
may be transferred only to an individual retirement account or annuity
described in Code Section 408(a) or (b) or to a qualified defined contribution
plan described in Code Section 401(a) or 403(a) that agrees to separately
account for amounts so transferred, including separately accounting for the
portion of such distribution which is includible in gross income and the
portion of such distribution which is not so includible.

 

            (b)        "Eligible
Retirement Plan" means an individual retirement account described in
section 408(a) of the Code, an individual retirement annuity described in
section 408(b) of the Code, an annuity plan described in section 403(a) of the
Code, or a qualified trust described in section 401(a) of the Code, that
accepts the Distributee's Eligible Rollover Distribution.  However, in the case
of an Eligible Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity.

 

            With respect
to distributions made after December 31, 2001, an Eligible Retirement Plan also
shall mean an annuity contract described in Code Section 403(b) and an eligible
plan under Code Section 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state, or
political subdivision of a state and which agrees to separately account for
amounts transferred into such plan from this Plan.  The definition of Eligible
Retirement Plan also shall apply in the case of a distribution to a surviving
spouse or to a spouse or former spouse who is the "alternate payee"
under a qualified domestic relations order, as defined in Code Section 414(p).

 

 

 

	
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            (c)        "Distributee"
includes an Employee or former Employee.  In addition, the Employee's or former
Employee's surviving spouse and the Employee's or former Employee's spouse or
former spouse who is the alternate payee under a qualified domestic relations
order, as defined in section 414(p) of the Code, are Distributees with regard
to the interest of the spouse or former spouse.

 

            (d)        "Direct
Rollover" means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

 

 

	
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ARTICLE VII

WITHDRAWALS AND LOANS

            7.1      
Withdrawal of Pre-Tax
Contribution Account on or After Age 591⁄2:  A Participant who has attained
age fifty-nine and one-half (591⁄2) may elect, by giving notice in accordance
with administrative procedures established by the Committee and following such
other rules and procedures as may be prescribed from time to time by the Committee
on a uniform and nondiscriminatory basis, to withdraw the entire amount of his
After-Tax Contribution Account, his Rollover Account, or his Pre-Tax
Contribution Account.

            7.2      
Withdrawal of After-Tax
Contributions and Rollover Account:  Pursuant to notice given in accordance
with administrative procedures established by the Committee and subject to the
conditions of Section 7.3, each Participant may elect to withdraw as of
any business day during the Plan Year, an amount specified by the Participant
which may be attributable to (a) his After-Tax Contributions under the 1985 Plan,
or (b) his Rollover Account, determined as of the Valuation Date which
coincides with such withdrawal date.

            7.3      
Conditions of
Withdrawals of After-Tax Contributions and Rollover Account:  In making a
withdrawal pursuant to Section 7.2, no Participant shall be permitted to
withdraw less than $500, or the combined balance of his After-Tax Contribution
Account and his Rollover Account, if their combined total is less than $500. 
Except as provided under Article VI and Sections 7.1 and 7.4 hereof, no
withdrawals shall be permitted from a Participant's Pre-Tax Contribution
Account, Employer Matching Contribution Account or ESOP Account.

            7.4      
Hardship Withdrawals
from Pre-Tax Contribution Account:  A Participant may at any time, in
accordance with administrative procedures established by the Committee, make a
request for a hardship withdrawal in either a dollar amount or a percentage
figure from his Pre-Tax Contribution Account.  Notwithstanding the foregoing,
however, no Participant may withdraw any Income of the Trust Fund allocated to
his Pre-Tax Contribution Account on or after January 1, 1989.  The approval or
disapproval of such request shall be made within the sole discretion of the
Committee, except that no such request for a withdrawal shall be approved
unless the Participant has certified in writing that he is facing a hardship
creating an immediate and substantial financial need and that the resources
necessary to satisfy that financial need are not reasonably available from
other sources available to the Participant.  The amount of the hardship
withdrawal shall be limited to that amount which is required to meet the
immediate financial need created by the hardship, including anticipated federal
and state income taxes and penalties resulting from the distribution.  The
hardship withdrawal shall be made in cash as soon as practicable after the
Participant submits the hardship request, and the dollar amount withdrawn shall
be determined by reference to the value of the Pre-Tax Contribution Account as
of the Valuation Date coincident with the date of the withdrawal. 

                        A Participant who
receives a hardship withdrawal shall be prohibited from making pre-tax
contributions to this Plan and any other plan maintained by the Employer
(except "welfare plans" as defined in Section 3(1) of ERISA) for the six
(6) consecutive months following the date of distribution.  The following
standards (or such other standards as 





 

	
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may be acceptable under Treasury
Regulations issued pursuant to Section 401(k) of the Code) shall be applied on
a uniform and non-discriminatory basis in determining the existence of such a
hardship:

            (a)        A
financial need shall be considered immediate if it must be satisfied in substantial
part within a period of twelve (12) months from the date on which the
Participant certifies his eligibility for a hardship withdrawal.

 

            (b)        To
be considered a hardship for purposes of this Section, the event giving rise to
the need for funds must relate to financial hardship resulting from:

 

            (1)        expenses
previously incurred for medical care (described in Code Section 213(d)) or
expenses that are necessary to incur in order to obtain medical care (as
evidenced by a written estimate thereof) for the Participant, the Participant's
spouse, or the Participant's dependents (as defined in Code Section 152);

 

            (2)        purchase
(excluding mortgage payments) of a principal residence for the Participant;

 

           (3)        payment
for tuition for the next twelve (12) months of post-secondary education for the
Participant or the Participant's spouse, children or dependents (as defined in
Code Section 152); 

 

            (4)        the
need to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal residence; or

 

            (5)        payment
for funeral expenses for the Participant's spouse or the Participant's
dependents (as defined in Code Section 152).

 

                        A
person shall be considered to be economically dependent on the Participant if
the Participant certifies that he reasonably expects to be entitled to claim
that person as a dependent for federal income tax purposes for a calendar year
coinciding with the Plan Year in which the certification of hardship is made.  A hardship distribution
will not be available to a Participant unless the Participant has in place
under Section 8.1(d) a designation that dividends paid with respect to shares
allocable to the Participant in the ESOP Fund be distributed to the Participant
under option (2) of Section 8.1(d).

 

 

	
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            7.5      
Loans:  From and
after October 1, 1989, any Participant who is a "party in interest"
(as defined in Section 3(14) of ERISA) (hereinafter "Borrower") may
make application, in accordance with administrative procedures established by the
Committee, to the Committee to borrow from his Pre-Tax Contribution Account,
his Rollover Account or his Employer Matching Contribution Account (to the
extent that the Account contains Employer Matching Contributions) in the Trust
Fund, and the Committee in its sole discretion may permit such a loan. Loans
shall be granted in a uniform and nondiscriminatory manner on terms and
conditions determined by the Committee which shall not result in more favorable
treatment of highly compensated employees and shall be set forth in written
procedures promulgated by the Committee in accordance with applicable
governmental regulations. All such loans shall also be subject to the following
terms and conditions:

            (a)        The
amount of the loan when added to the amount of any outstanding loan or loans to
the Borrower from any other plan of the Employer or an Affiliate which is
qualified under Code Section 401(a) shall not exceed the lesser of (i) $50,000,
reduced by the excess, if any, of the highest outstanding balance of loans from
all such plans during the one-year period ending on the day before the date on
which such loan was made over the outstanding balance of loans from the Plan on
the date on which such loan was made, provided, however, that such amount shall
not exceed fifty percent (50%) of the vested value of the Borrower's Account
balance, excluding any amounts attributable to the Borrower's ESOP Account or
(ii) fifty percent (50%) of the present value of Borrower's vested Account
balance under the Plan, excluding any amounts attributable to the Borrower's
ESOP Account.  In no event shall a loan of less than $1,000 be made to a
Borrower.

 

            (b)        The
loan shall be for a term not to exceed five (5) years and shall be evidenced by
a note signed by the Borrower.  The loan shall be payable in periodic
installments and shall bear interest at a reasonable rate which shall be
determined by the Committee on a uniform and consistent basis and set forth in
the procedures in accordance with applicable governmental regulations.  Payments
by a Borrower who is an Employee will be made by means of payroll deduction
from the Borrower's compensation.  If the Borrower is not receiving
compensation from the Employer, the loan repayment shall be made in accordance
with the terms and procedures established by the Committee.  A Borrower may
repay an outstanding loan in full at any time.

 

            (c)        In
the event an installment payment is not paid within seven (7) days following
the monthly due date, the Committee shall give written notice to the Borrower
sent to his last known address.  If such installment payment is not made within
thirty (30) days thereafter, the Committee shall proceed with foreclosure in
order to collect the full remaining loan balance or shall make such other
arrangements with the Borrower as the Committee deems appropriate. 
Foreclosures need not be effected until occurrence of a distributable event
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Borrower or the security
shall be deemed waived by the Plan as a result of such delay.

 

            (d)        The
unpaid balance of the loan, together with interest thereon, shall become due
and payable upon the date of distribution of the Account and the Trustee shall
first satisfy the indebtedness from the amount payable to the Borrower or to the
Borrower's Beneficiary before making any payments to the Borrower or to the
Beneficiary.

 

            (e)        Any
loan to a Borrower under the Plan shall be adequately secured.  Such security
shall include a pledge of a portion of the Borrower's right, title and interest
in the Trust Fund which shall not exceed fifty percent (50%) of the present
value of the Borrower's vested Account balance under the Plan as determined
immediately after the loan is extended, but excluding any amounts attributable
to the Borrower's ESOP Account.  Such pledge shall be evidenced by the
execution of a promissory note by the Borrower which shall grant the security
interest and provide that, in the event of any default by the Borrower on a
loan repayment, the Committee shall be authorized to take any and all
appropriate lawful actions necessary to enforce collection of the unpaid loan.

 

            (f)         A
request by a Borrower for a loan shall be made in accordance with
administrative procedures established by the Committee and shall specify the
amount of the loan.  If a Borrower's request for a loan is approved, the loan
shall be made in a lump-sum payment of cash to the Borrower.  The cash for such
payment shall be obtained by redeeming proportionately as of the date of
payment the Investment Fund or Funds, or portions thereof, that are credited to
the Pre-Tax Contribution Account, Rollover Account and Employer Matching
Contribution Account of such Borrower; provided, however, that, effective
October 1, 1997, no withdrawals shall be made from the Common Stock Fund prior
to the full depletion of all other Funds.

 

            (g)        A
loan to a Borrower shall be considered an investment of the Accounts of the
Borrower from which the loan is made.  All loan repayments shall be credited
pro rata to such Pre-Tax Contribution Account and reinvested exclusively in
shares of one or more of the Investment Funds in accordance with Section 8.1.

 

            (h)        Only
one loan may be outstanding for a Borrower at any given time.

 

 

	
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ARTICLE VIII

INVESTMENT DIRECTIONS

            8.1      
Investment of Trust Fund:

            (a)       
Investment
Funds:  Except as provided in Article VII with respect to Plan loans and as
provided below with respect to the ESOP Fund, the Trust Fund shall be invested
in separate Investment Funds chosen and established by the Committee.  The
Committee may adjust the number and types of Investment Funds to be established
or discontinued as it deems advisable.  One such Investment Fund, however, shall be the
Common
Stock Fund, which will be invested and reinvested in the Common Stock of
the Company and which will be considered part of the ESOP Fund (except that the
Common Stock Fund will not be considered part of the ESOP Fund for purposes of
Sections 7.5 and 8.2).  The Trustee, the Committee, or a recordkeeper
designated by the Committee shall maintain records for each Participant's
After-Tax Contribution Account, Employer Matching Contribution Account, Pre-Tax
Contribution Account, the ESOP Account, and Rollover Account, if any, that
reflect the value of each Participant's share of the Investment Funds.

 

            (b)       
Investment
Directions:  The Participant shall have the right to direct the Committee
to instruct the Trustee to invest his Pre-Tax Contributions and contributions
to his Rollover Account and the earnings and accretions thereon in any of the
Investment Funds established by the Committee.

 

                        (c)       
Initial
Direction and Changes to Direction:  Each Participant shall elect an
investment option at the time he begins participating in the Plan.  Through
notice to the Committee given pursuant to administrative procedures established
by the Committee, a Participant may change his instructions with respect to the
investment of his Pre-Tax Contributions, After-Tax Contributions, Employer
Matching Contributions, and Rollover Contributions to the Trust Fund.  A Participant
who desires to change his instructions in this manner may direct that the funds
in his future Pre-Tax Accounts be transferred (in no more than one percent (1%)
increments) among the Investment Funds.

 

            (d)       
Earnings
and Dividends:  All earnings realized to the Trust Fund (including, but not
limited to, dividends, capital gains, and interest) on an Investment Fund that
are not reflected in the value of a share in that Investment Fund will be
allocated to Participants' accounts. They will be allocated to a Participant's
account in the same proportion the Participant's share of the Investment Fund
(disregarding the earnings to be allocated) bears to the total value of the
Investment Fund (disregarding the earnings to be allocated), both to be determined
as of the date the earnings are realized.  Notwithstanding the foregoing, in order that the
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available, the Committee may direct
that dividends paid with respect to shares in the ESOP Fund be distributed on
an annual basis or more frequently.  If there is a delay in the time when a
dividend is distributed, income that constitutes dividends on shares of Company
Stock in the ESOP Fund will not be invested in Company Stock but will be
invested temporarily in cash equivalents until distributed to Participants.  In
addition, each Participant (including Participants who have terminated Service
with the Company and Beneficiaries) may choose whether dividends paid with
respect to shares allocable to the Participant (i) in the Common Stock Fund
(effective as of June 1, 2005) and (ii) in the ESOP Fund (effective as of
January 1, 2006), will be either:

 

(1)       
Reinvested: 
Reinvested in Company Stock in the Common Stock Fund (effective as of June
1, 2005) and in the ESOP Fund (effective as of January 1, 2006), or

 

(2)       
Paid in
Cash:  Distributed to the Participant on an annual basis or more
frequently (but not later than 90 days after the close of the Plan Year in
which the dividend is paid), in which case income that constitutes dividends on
shares of Company Stock in the Common Stock Fund (effective as of June 1, 2005)
and in the ESOP Fund (effective as of January 1, 2006) will not be invested in
Company Stock but will be invested temporarily in cash equivalents until that
income is distributed.

 

A Participant's dividend
payment choice will continue to apply to future dividends until the Participant
changes his choice.  The Committee will allow Participants to change their
dividend payment choices at least annually.  The entity the Committee
designates must receive a Participant's request for a change in the dividend
payment option on or before the record date for any given dividend payment date
in order for the requested change to be effective for that dividend.  A
Participant will be deemed to have chosen option (1) above if the Participant
has no dividend payment designation in place on the record date with respect to
a dividend.  With respect to Participants who choose option (2) above, the
distribution will be paid to the Plan and the Plan will distribute the dividend
to the Participant.

 

In making payments in
respect to Exempt Loans, the Trustee shall utilize income and ESOP
Contributions as is specified in Section 5.3 hereof; namely, that income shall
be first used to fund principal payments and ESOP Contributions shall be first
used to fund interest payments.  All purchases of Company Stock shall be made
at prices which, in the judgment of the Trustee, do not exceed the fair market
value of such Company Stock.  Pending such investment or application of cash,
the Trustee may retain cash uninvested without liability for interest if it is
prudent to do so, or may invest all or any part thereof in Treasury Bills,
commercial paper, and like holdings.

 

	
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            8.2      
Diversification
Election:

(a)        Definitions: 
The following definitions apply to this Section 8.2.

 

(1)        "Diversification
Eligible Participant" is any Participant who has completed at least five (5)
years of participation in the Plan and who has attained age forty-five (45).

 

(2)        "Statutory
Qualified Participant" is any Participant who has completed at least ten (10)
years of participation in the Plan and who has attained age fifty-five (55). 
This definition is to be interpreted in a manner so that it is consistent with
Code Section 401(a)(28)(B)(iii) and applicable regulations, as they may be
amended from time to time.

 

(3)        "Statutory
Election Period" means the six (6) Plan Year period beginning with the first
Plan Year in which the Participant first became a Statutory Qualified Participant. 
This definition is to be interpreted in a manner so that it is consistent with
Code Section 401(a)(28)(B)(iv) and applicable regulations, as they may be
amended from time to time.

 

(b)       
Diversification
Right:  Without limiting any Participant's rights to direct the investment
of his Pre-Tax Contribution Account and his Rollover Account under Section 8.1,
each Diversification Eligible Participant may elect within ninety (90) days
after the close of each Plan Year to direct the Committee to change the
investment of up to twenty-five percent (25%) of the balance of shares of
Company Stock in the Diversification Eligible Participant's ESOP Account attributable
to Employer Matching Contributions and ESOP Contributions at the time of the
election.  A Diversification Eligible Participant shall direct that the
proceeds of such diversification be invested in one or more of the Investment
Funds pursuant to Section 8.1(a).  If more than one class of Company Stock is
allocated to the Participant's Account, the Committee will establish uniform
and non-discriminatory rules concerning the order in which the classes of
Company Stock allocated to the Participant's Account are liquidated to generate
such proceeds.

 

The rights granted to
Diversification Eligible Participants in the preceding two sentences are
intended to include rights that fulfill the Plan's obligation under the first
sentence of Code Section 401(a)(28)(B)(i), which provides:  A plan meets the
requirements of this subparagraph if each qualified participant in the plan may
elect within 90 days after the close of each plan year in the qualified
election period to direct the plan as to the investment of at least 25 percent
of the participant's account in the plan (to the extent such portion exceed the
amount to which a prior election under this subparagraph applies).

 

 

 

	
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(c)       
One-Year
Increase to 50%:  For a Statutory Qualified Participant, the percentage
shall be fifty percent (50%) instead of twenty-five percent (25%) in the Plan
Year during the Statutory Election Period in which the Statutory Qualified
Participant may make his last election under Subsection 8.2(b).

 

(d)       
Compliance. 
This Section is to be interpreted in a manner so that it complies with Code
Section 401(a)(28) and applicable regulations, as they may be amended from time
to time.

            8.3      
Voting of Company
Stock, Exercise of Other Rights:

            (a)        Voting rights with respect to
shares of Company Stock in the ESOP Fund allocated to the Accounts of
Participants shall be voted by the Trustee in such manner as may be directed by
the respective Participants, with fractional shares being voted on a combined
basis to the extent possible to reflect the direction of the voting
Participants. If the Trustee shall not receive timely instruction from a
Participant, the Trustee shall not vote any shares of Company Stock with
respect to which such Participant has the right of direction, and the Trustee
shall have no discretion in the matter. The Trustee shall vote shares of
Company Stock held in the Stock Suspense Account in accordance with the
instructions of the Administrator.

 

            (b)        In
the event that there is a tender offer or exchange offer for outstanding shares
of Company Stock, rights with respect to the tender offer or exchange offer
shall be exercised by the Trustee in accordance with the instructions of the
Administrator.

 

            (c)        Solicitation of exercise of
Participants' voting rights by management of the Company and others under a
proxy or consent provision applicable to all holders of Company Stock shall be
permitted. Solicitation of exercise of Participant tender or exchange offer
rights by management of the Company and others shall be permitted. The Trustee
shall notify Participants of each occasion for the exercise of voting rights
within a reasonable time before such rights are to be exercised. Such
notification shall include all information distributed to shareholders by the
Company regarding the exercise of such rights. Copies of Company written
communications to Participants relating to each opportunity for Participant
exercise of rights under this Section 8.3 shall be promptly furnished to the
Trustee. The instructions received by the Trustee from Participants shall be
held by the Trustee in confidence and shall not be divulged or released to any
person, including the Committee or officers or employees of the Company or its
Affiliates.

            If any shares of Company Stock held in the
Stock Suspense Account are tendered or exchanged pursuant to this Section 8.3,
the proceeds shall at the direction of the Administrator either (i) if and to
the extent the proceeds are 



 

	
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attributable to unallocated Company Stock be used
to repay installment purchase or other indebtedness used to purchase the
Company Stock to which such proceeds are attributable, (ii) be reinvested in Company
Stock, or (iii) be invested in such other investment as the Administrator deems
appropriate.

 

	
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ARTICLE IX

TRUST AND TRUST FUND

            9.1      
Trust:  The
provisions of the Trust, as it may be amended from time to time, are herein
incorporated by reference as fully as if set out herein, and the assets held
under the Trust on behalf of this Plan shall constitute the Trust Fund.

            9.2      
Benefits Paid Solely
from Trust Fund:  All of the benefits provided to be paid under Article VI
hereof shall be paid by the Trustee out of the Trust Fund to be administered
under such Trust.  Neither the Employer nor the Trustee shall be responsible or
liable in any manner for payment of any such benefits, and all Participants
hereunder shall look solely to such Trust Fund and to the adequacy thereof for
the payment of any such benefits of any nature or kind which may at any time be
payable hereunder.

            9.3      
Committee Directions to
Trustee:  The Trustee shall make only such payments out of the Trust Fund
as may be directed by the Committee.  The Trustee shall not be required to
determine or make any investigation to determine the identity or mailing
address of any person entitled to any payments out of the Trust Fund and shall
have discharged its obligation in that respect when it shall have sent checks
or other papers by ordinary mail to such persons and addresses as may be
certified to it by the Committee.

            9.4      
Trustee's Reliance on
Committee Instructions:  In any case where the Trustee shall be required
hereunder to act upon instructions to be received from the Committee, the
Trustee shall be protected in relying on any such instructions which shall be
in writing and signed by any member of, or Secretary of, the Committee, and the
Trustee shall be protected in relying upon the authority to act of any person
certified to it by the Company as a member of, or Secretary of, the Committee
until a successor to any such person shall be certified to the Trustee by the
Company.

            9.5      
Authority of Trustee in
Absence of Instructions from the Committee:  If at any time the Committee
shall be incapable for any reason of giving any directions, instructions or
authorizations to the Trustee as are herein provided for and as may be required
incident to the administration of this Plan, the Trustee may act and shall be
completely protected and without liability in so acting without such
directions, instructions and authorizations as it in its sole discretion deems
appropriate and advisable under the circumstances for the carrying out of the
provisions of this Plan.  In the event of termination of this Plan for any
reason, the Committee shall be authorized to give all such instructions to the
Trustee, and the Trustee shall be protected in relying on all such
instructions, as may be necessary to make payment to any persons then
interested in the Trust Fund of all such amounts as are specified herein to be
paid under Section 10.3 hereof upon the termination of this Plan and the Trust.

 

	
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            9.6      
Compliance
with Exchange Act Rule 10(b)(18):  At any time that the Trustee makes open
market purchases of Company Stock, the Trustee will either (i) be an
"agent independent of the issuer" as that term is defined in Rule
10(b)(18) promulgated pursuant to the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") or (ii) make such open market purchases
in accordance with the provisions, and subject to the restrictions, of Rule
10(b)(18) of the Exchange Act.

 

	
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ARTICLE X

ADOPTION OF PLAN BY
OTHER CORPORATIONS,

AMENDMENT AND
TERMINATION OF THE PLAN, AND


DISCONTINUANCE OF
CONTRIBUTIONS TO THE TRUST FUND

            10.1    
Adoption by Employers: 
Every Employer which shall have adopted the Plan shall thereby become a
participating Employer whose eligible Employees, subject to the Plan
provisions, shall make and receive Contributions and have established for them
Accounts under the Plan.  Any corporation or other organization with employees,
now in existence or hereafter formed or acquired which is not already an
Employer under this Plan and which is otherwise legally eligible may, with the
approval of the Company by action of its Board of Directors, adopt and become
an Employer by executing and delivering to the Company and the Trustee an
adoptive instrument specifying the classification of its Employees who shall be
eligible to participate in the Plan and evidencing the terms of the Plan with
respect to its eligible Employees.  The adoptive instrument may contain such
changes and amendments in the terms and provisions of the Plan as adopted by
such Employer as may be desired by such Employer and acceptable to the
Company.  Any such Affiliate which shall adopt this Plan shall designate the
Company as its agent to act for it in all transactions affecting the
administration of the Plan and shall designate the Committee to act for such corporation
and its Participants in the same manner in which the Committee may act for the
Company and its Participants hereunder.  The adoptive instrument shall specify
the effective date of such adoption of the Plan and shall become, as to such
corporation and its Employees, as part of this Plan.  Upon an Employer's
liquidation, bankruptcy, insolvency, sale, consolidation or merger to or with
another organization that is not an Employer hereunder, in which such Employer
is not the surviving company, all obligations of that Employer hereunder and
under the Trust shall terminate automatically, and the Trust Fund assets
attributable to the Employees of such Employer shall be held or distributed as
herein provided unless, with the approval of the Company, the successor to that
Employer assumes the duties and responsibilities of such Employer, by adopting
this Plan and the Trust, or by establishment of a separate plan and trust to
which the assets of the Trust Fund held on behalf of the Employees of such
Employer shall be transferred with the consent and agreement of that Employer. 
Upon the consolidation or merger of two or more of the Employers under this
Plan with each other, the surviving Employer or organization shall
automatically succeed to all the rights and duties under the Plan and Trust of
the Employers involved.

            10.2    
Continuous Service: 
The following special provisions shall apply to all Employers:

            (a)        An
Employee shall be considered in continuous Service while regularly employed
simultaneously or successively by one or more Employers.

 

            (b)        The
transfer of a Participant from one Employer to another Employer shall not be
deemed a termination of Service.

 

	
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            10.3    
Amendment of the Plan: 
The Company shall have the right to amend or modify this Plan and the Trust
(with the consent of the applicable Trustee) at any time and from time to time
to any extent that it may deem advisable.  Any such amendment or modification
shall be set out in an instrument in writing duly authorized by the Board of
Directors of the Company and executed by the Company.  Upon delivery by the
Company of such an instrument amending the Plan to the Trustee and to each
other Employer, this Plan shall be deemed to have been amended or modified in
the manner and to the extent and effective as of the date therein set forth,
and thereupon any and all Participants whether or not they shall have become
such prior to such amendment or modification shall be bound thereby.  No such
amendment or modification shall, however, increase the duties or
responsibilities of the Trustee without their consent thereto in writing, or
have the effect of transferring to or vesting in any Employer any interest or
ownership in any properties of the Trust Fund, or of permitting the same to be
used for or diverted to purposes other than for the exclusive benefit of the
Participants and their Beneficiaries.  No such amendment shall decrease the
Account of any Participant or shall decrease any Participant's vested interest
in his Account.  No amendment shall directly or indirectly reduce a
Participant's non-forfeitable vested percentage in his benefits under Section
6.1 of this Plan unless each Participant having not less than three (3) years
of Service is permitted to elect to have his non-forfeitable vested percentage
in his benefits computed under the provisions of Section 6.1 without regard to
the amendment.  Such election shall be available during an election period
which shall begin on the date such amendment is adopted and shall end on the
latest of (i) the date sixty (60) days after such amendment is adopted, (ii)
the date sixty (60) days after such amendment is effective or (iii) the date
sixty (60) days after such Participant is issued written notice of the
amendment by the Committee or the Employer.  Notwithstanding anything herein to
the contrary, the Plan or the Trust may be amended in such manner as may be
required at any time to make it conform to the requirements of the Code or of
any United States statutes with respect to employees' trusts, or of any amendment
thereto, or of any regulations or rulings issued pursuant thereto, and no such
amendment shall be considered prejudicial to any then existing rights of any
Participant or his Beneficiary under the Plan.  The Committee shall deliver a
copy of each such amendment to every Affiliate having theretofore adopted the
Plan, and every Affiliate having theretofore adopted the Plan shall be deemed
to have approved and accepted each such amendment except for any particular
Affiliate which, with the express consent of the Company set forth thereupon,
shall execute an instrument effective as of the date of such amendment setting
forth variations in, or negating the effect of, such amendment as applicable to
the participation in the Plan of such Affiliate.

            10.4    
Termination of the Plan: 
The Plan may be terminated pursuant to the provisions of, and as of any
subsequent date specified in, an instrument in writing executed by the Company,
and approved and authorized by the Board of Directors of the Company, and which
said instrument shall be delivered to the Trustee.

            10.5    
Distribution of Trust
Fund on Termination:  In the event of a termination of the Plan by the
Company, the assets and properties of the Trust Fund shall be valued and
allocated as provided in Sections 5.2 and 5.3, and each Participant shall be
fully vested in all amounts attributable to his Employer Matching Contribution
Account, his Rollover Account and his ESOP Account, and thereafter each such
Participant shall become entitled to 

 

	
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distributions in respect of his Accounts
in the Plan in the manner as provided in Sections 6.6(a) and 6.6(b) herein.  In
the event the Plan is terminated with respect to all Employers, any Company
Stock held in the Suspense Stock Account shall be sold to the extent necessary
to pay the outstanding principal balance and any accrued interest on any
installment purchase contracts and/or loan obligations of the Trust Fund
incurred for the purpose of directly or indirectly funding the purchase of such
Stock, and any such installment purchase contracts and/or loan obligations
shall be paid in full prior to distribution of the assets of the Trust Fund to
Participants; provided, however, that the Board of Directors of the Company may
authorize distribution of Trust Fund assets prior to satisfaction of
installment purchase contracts and/or loan obligations but only if under
applicable federal law such assets or income attributable thereto cannot be
used to repay such installment purchase contracts or loan obligations. 
Notwithstanding the foregoing, a Participant shall not be entitled to receive a
distribution as a result of the termination of the Plan if the Company
establishes or maintains a successor plan within the period ending 12 months
after distribution of all assets from the Plan.

            10.6    
Effect of Discontinuance
of Contributions:  If the Company shall discontinue its Contributions to
the Trust Fund, or suspend its Contributions to the Trust Fund under such
circumstances so as to constitute a discontinuance of Contributions within the
purview of the reasoning of Treasury Regulations Section 1.401-6(c), then all
amounts theretofore credited to the Accounts of the Participants shall become
fully vested, and throughout any such period of discontinuance of Contributions
all other provisions of the Plan shall continue in full force and effect other
than the provisions for Contributions by an Employer or Participants.

            10.7    
Merger of Plan with
Another Plan:  In the case of any merger or consolidation of the Plan with,
or transfer in whole or in part of the assets and liabilities of the Trust Fund
to another trust fund held under, any other plan of deferred compensation
maintained or to be established for the benefit of all or some of the
Participants of this Plan, the assets of the Trust Fund applicable to such
Participants shall be transferred to the other trust fund only if:

            (a)        Each
Participant would (if either this Plan or the other plan then terminated)
receive a benefit immediately after the merger, consolidation or transfer which
is equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer (if this Plan had then
terminated);

 

            (b)        Resolutions
of the Board of Directors of the Employer under this Plan, and of any new or
successor employer of the affected Participants, shall authorize such transfer
of assets; and, in the case of the new or successor employer of the affected
Participants, its resolutions shall include an assumption of liabilities with
respect to such Participants' inclusion in the new employer's plan; and

 

            (c)        Such
other plan and trust are qualified under Sections 401(a) and 501(a) of the
Code. 

 

 

	
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ARTICLE XI

TOP-HEAVY PLAN
REQUIREMENTS

            11.1    
General Rule:  For
any Plan Year for which this Plan is a Top-Heavy Plan, as defined in Section
11.7, and despite any other provisions of this Plan to the contrary, this Plan
shall be subject to the provisions of this Article XI.

            11.2    
Vesting Provisions: 
Each Participant who has completed an Hour of Service after the Plan becomes
top heavy and while the Plan is top heavy and who has completed the Vesting
Service specified in the following table shall be vested in his Account under
this Plan at least as rapidly as is provided in the following schedule:

                                   
Vesting
Service            
Vested Percent

                                    Less than 2
years                           0%

                                    2 but less
than 3 years                 20%

                                    3 but less
than 4 years                 40%

                                    4 but less
than 5 years                 60%

                                    5 but less
than 6 years                 80%

                                    6 years or
more                            100%

If an Account becomes vested by reason of the
application of the preceding schedule, it may not therefore be forfeited by
reason of re-employment after retirement pursuant to a suspension of benefits
provision, by reason of withdrawal of any mandatory employee contributions to
which employer contributions were keyed, or for any other reason.  If the Plan
subsequently ceases to be top heavy, the preceding schedule shall continue to
apply with respect to any Participant who had at least three (3) years of
service (as defined in Treasury Regulation § 1.411(a)-8(b)(3)) as of the close
of the last year that the Plan was top heavy.  For all other Participants, the
non-forfeitable percentage of their Accounts provided in the preceding schedule
prior to the date the Plan ceases to be top heavy shall not be reduced, but
future increases shall be made only in accordance with Section 6.1.

            11.3    
Minimum Contribution
Provisions:  Each Participant who (i) is a Non-Key Employee, as defined in
Section 11.8 and (ii) is employed on the last day of the Plan Year (regardless
of whether or not such Participant has completed one thousand (1,000) Hours of
Service) will be entitled to have contributions and forfeitures allocated to
his Account of not less than three percent (3%) (the "Minimum Contribution
Percentage") of the Participant's Compensation.  This minimum allocation
percentage shall be provided without taking Pre-Tax Contributions of Non-Key
Employees into account. A Non-Key Employee may not fail to receive a Minimum
Contribution Percentage because of a failure to receive a specified minimum
amount of Compensation or a failure to make mandatory employee or elective
contributions.  This Minimum Contribution Percentage will be reduced for any
Plan Year to the percentage at which contributions (including forfeitures) are
made or are required to be made under the Plan for the Plan Year for the Key
Employee for whom such percentage is the highest for such Plan Year.  For this
purpose, the percentage with respect to a Key Employee 

 

	
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will be determined by
dividing the contributions (including forfeitures) made for such Key Employee
by his total compensation (as defined in Section 415 of the Code).  Such amount
shall be adjusted automatically for each Plan Year to the amount prescribed by
the Secretary of the Treasury or his delegate pursuant to regulations for the
calendar year in which such Plan Year commences.

                        Contributions considered
under the first paragraph of this Section 11.3 will include Employer
contributions under this Plan and under all other defined contribution plans
required to be included in an Aggregation Group (as defined in Section 11.7
below), but will not include Employer contributions under any plan required to
be included in such aggregation group if the plan enables a defined benefit
plan required to be included in such group to meet the requirements of the Code
prohibiting discrimination as to contributions in favor of employees who are
officers, shareholders, or the highly compensated or prescribing the minimum
participation standards.  If the highest rate allocated to a Key Employee for a
year in which the Plan is top heavy is less than three percent (3%), amounts
contributed as a result of a salary reduction agreement must be included in
determining contributions made on behalf of Key Employees.

                        Employer Contributions
made on behalf of Non-Key Employees that are taken into account to satisfy the
Minimum Contribution Percentage shall not be treated as Employer Matching
Contributions for purposes of determining the Actual Contribution Percentage
under Article IV and must meet the nondiscrimination requirements of Section
401(a)(4) without regard to Section 401(m).

                        Notwithstanding
the foregoing, effective January 1, 2002, Employer Matching Contributions shall
be taken into account for purposes of satisfying the minimum contribution
requirements of Code Section 416(c)(2) and the Plan.  The preceding sentence
shall apply with respect to Employer Matching Contributions under the Plan or,
if the Plan provides that the minimum contribution requirement shall be met in
another plan, such other plan. Employer Matching Contributions that are used to
satisfy the minimum contribution requirements shall be treated as matching
contributions for purposes of the actual contribution percentage test and other
requirements of Code Section 401(m).

            11.4    
Coordination with Other
Plans:  If another defined contribution or defined benefit plan maintained
by a Considered Company provides contributions or benefits on behalf of a
Participant in this Plan, the other plan will be treated as part of this Plan
pursuant to applicable principles prescribed by U.S. Treasury Regulations or
applicable IRS rulings (such as Revenue Ruling 81-202 or any successor ruling)
to determine whether this Plan satisfies the requirements of Sections 11.2 and
11.3 and to avoid inappropriate omissions or inappropriate duplication of
minimum contributions.  The determination will be made by the Plan
Administrator upon the advice of counsel.

                        In the event a
Participant is covered by a defined benefit plan which is top-heavy pursuant to
Section 416 of the Code, a comparability analysis (as prescribed by Revenue
Ruling 81-202 or any successor ruling) shall be performed in order to establish
that the plans are providing benefits at least equal to the defined benefit
minimum.

 

	
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            11.5    
Distributions to Certain
Key Employees:  Notwithstanding any other provision of this Plan, the
entire interest in this Plan of each Participant who is a Key Employee, by
reason of clause (iii) of subparagraph (c) of Section 11.7 in the calendar year
in which the Participant attains age seventy and one-half (701⁄2), shall commence
to be distributed to such Participant not later than the April 1 following such
calendar year.

            11.6    
Determination of
Top-Heavy Status:  The Plan will be a Top-Heavy Plan for any Plan Year if,
as of the Determination Date, the aggregate of the Accounts under the Plan for
Participants (including former Participants) who are Key Employees exceeds
sixty percent (60%) of the aggregate of the Accounts of all Participants,
excluding former Key Employees, or if this Plan is required to be. in an
Aggregation Group in any such Plan Year in which such Group is a Top-Heavy
Group.  In determining Top-Heavy status if an individual has not performed one
Hour of Service for any Considered Company at any time during the five-year
period ending on the Determination Date, any accrued benefit for such
individual and the aggregate Accounts of such individual shall not be taken
into account.

            For purposes
of this Section, the capitalized words have the following meanings:

 

            (a)        "Aggregation
Group" means the group of plans, if any, that includes both the group of
plans required to be aggregated and the group of plans permitted to be
aggregated.  The group of plans required to be aggregated (the "required
aggregation group") includes: 

 

            (i)         Each
plan of a Considered Company in which a Key Employee is a participant, and

 

            (ii)        Each
other plan, including collectively bargained plans, of a Considered Company
which enables a plan in which a Key Employee is a participant to meet the
requirements of the Code prohibiting discrimination as to contributions or
benefits in favor of employees who are officers, shareholders or the highly
compensated or prescribing minimum participation standards.

 

The group of plans that
are permitted to be aggregated (the "permissive aggregation group")
includes the required aggregation group plus one or more plans of a Considered
Company that is not part of the required aggregation group and that the
Considered Company certifies as a plan within the permissive aggregation group.
Such plan or plans may be added to the permissive aggregation group only if,
after the addition, the aggregation group as a whole continues not to
discriminate as to contributions or benefits in favor of officers, shareholders
or the highly compensated and to meet the minimum participation standards under
the Code.

 

 

	
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            (b)        "Determination
Date" means for any Plan Year the last day of the immediately preceding
Plan Year.

 

            (c)        "Key
Employee" means any employee or former employee under this Plan who, at
any time during the Plan Year in question or during any of the four preceding
Plan Years, is or was one of the following:

 

            (i)         An
officer of a Considered Company having an annual Compensation greater than
fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the
Internal Revenue Code for any such Plan Year.  Whether an individual is an
officer shall be determined by the Considered Company on the basis of all the facts
and circumstances, such as an individual's authority, duties and term of
office, not on the mere fact that the individual has the title of an officer. 
For any such Plan Year, officers considered to be Key Employees will be no more
than the fewer of:

 

            (A)       Fifty
(50) employees; or

 

            (B)       Ten
percent (10%) of the employees or, if greater than ten percent (10%), three (3)
employees.

For this purpose, the
highest paid officers shall be selected.

 

            (ii)        One
of the ten (10) Employees owning (or considered as owning, within the meaning
of the constructive ownership rules of Section 416(i)(1)(B) of the Code) the
largest interests in the Considered Company.  An employee who has some
ownership interest is considered to be one of the top ten (10) owners unless at
least ten (10) other employees own a greater interest than that employee.
However, an employee will not be considered a top ten (10) owner for a Plan
Year if the employee earns less than the maximum dollar limitation on annual
additions to a Participant's account in a defined contribution plan under the
Code, as in effect for the calendar year in which the Determination Date falls.

 

            (iii)       Any
person who owns (or is considered as owning, within the meaning of the
constructive ownership rules of Section 416(i)(1)(B) of the Code) more than
five percent (5%) of the outstanding stock of a Considered Company or stock
possessing more than five percent (5%) of the combined voting power of all
stock of the Considered Company.

 

 

	
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            (iv)       Any
person who has an annual Compensation from the Considered Company of more than
One Hundred Fifty Thousand Dollars ($150,000) and who owns (or is considered as
owning within the meaning of the constructive ownership rules of Section
416(i)(1)(B) of the Code) more than one percent (1%) of the outstanding stock
of the Considered Company or stock possessing more than one percent (1%) of the
total combined voting power of all stock of the Considered Company.

 

For purposes of this
subsection, annual Compensation includes all items includable as Compensation
within the meaning of Section 11.7(k) and further includes the amount otherwise
excludable from an employee's gross income by reason of Section 125, 402(e)(3)
or 402(h)(1)(B) of the Code.

 

For purposes of this
subsection (c), a Beneficiary of a Key Employee shall be treated as a Key
Employee. For purposes of parts (iii) and (iv), each Considered Company is
treated separately in determining ownership percentages; but all such
Considered Companies shall be considered a single employer in determining the
amount of compensation.

 

Effective January 1,
2002, Key Employee means any Employee or former Employee (including any
deceased Employee) who at any time during the Plan Year that includes the
Determination Date was an officer of a Considered Company having annual
Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1)
for Plan Years beginning after December 31, 2002), a 5-percent owner of a
Considered Company or a 1-percent owner of a Considered Company having annual
Compensation of more than $150,000.  For this purpose, annual Compensation
means compensation within the meaning of Code Section 415(c)(3).  The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1) and the applicable regulations and other guidance of general
applicability issued thereunder.

 

            (d)        "Non-Key
Employee" means any employee (and any Beneficiary of an employee) who is
not a Key Employee.

 

            (e)        "Top-Heavy
Group" means the Aggregation Group, if as of the applicable Determination
Date, the sum of the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group
plus the aggregate of the accounts of Key Employees under all defined
contribution plans included in the Aggregation Group exceeds sixty percent
(60%) of the sum of the present value of the cumulative accrued benefits for
all employees, excluding former Key Employees as provided in paragraph (i)
below, under all such defined benefit plans plus the;. aggregate accounts for
all employees, excluding former Key Employees as provided in paragraph (i)
below, under all such defined contribution plans. In determining 

 

 

	
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Top-Heavy
status, if an individual has not performed one (1) Hour of Service for any
Considered Company at any time during the five-year period ending on the
Determination Date, any accrued benefit for such individual and the aggregate
accounts of such individual shall not be taken into account.  If the
Aggregation Group that is a Top-Heavy Group is a required aggregation group,
each plan in the group will be a Top-Heavy Plan.  If the Aggregation Group that
is a Top-Heavy Group is a permissive aggregation group, only those plans that
are part of the required aggregation group will be treated as Top-Heavy Plans.
If the Aggregation Group is not a Top-Heavy Group, no plan within such group
will be a Top-Heavy Plan.

 

In determining whether
this Plan constitutes a Top-Heavy Plan, the Committee (or its agent) will make
the following adjustments:

 

            (f)         When
more than one plan is aggregated, the Committee shall determine separately for
each plan as of each plan's Determination Date the present value of the accrued
benefits (for this purpose using the actuarial assumptions set forth in the
applicable plan) or account balance.  The results shall then be aggregated by
adding the results of each plan as of the Determination Dates for such plans
that fall within the same calendar year.

 

            (g)        In
determining the present value of the cumulative accrued benefit or the amount
of the account of any employee, such present value or account will include the
amount in dollar value of the aggregate distributions made to such employee
under the applicable plan during the five-year period ending on the
Determination Date, unless already reflected in the value of the accrued
benefit or account balance as of the date the determination is made.  The
amounts will include distributions to employees representing the entire amount
credited to their accounts under the applicable plan. 

Effective January 1,
2002, for purposes of determining the present values of the cumulative accrued
benefits and the amounts of the accounts of Employees as of the Determination
Date, the present values of accrued benefits and the amounts of account
balances of an Employee as of the Determination Date shall be increased by the
distributions made with respect to the Employee under the Plan and any plan
aggregated with the Plan under Code Section 416(g)(2) during the one-year
period ending on the Determination Date.  The preceding sentence also shall
apply to distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under Code Section
416(g)(2)(A)(i).  In the case of a distribution made for a reason other than
separation from service, death, or disability, this provision shall be applied
by substituting "five-year period" for "one-year period." 
The accrued benefits and accounts of any individual who has not performed
services for the Company during the one-year period ending on the Determination
Date shall not be taken into account.

 

	
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            (h)        Further,
in making such determination, such present value or such account shall include
any rollover contribution (or similar transfer), as follows:

 

            (i)         If
the rollover contribution (or similar transfer) is initiated by the employee
and made to or from a plan maintained by another Considered Company, the plan
providing the distribution shall include such distribution in the present value
or such account; the plan accepting the distribution shall not include such
distribution in the present value or such account unless the plan accepted it
before December 31, 1983.

 

            (ii)        If
the rollover contribution (or similar transfer) is not initiated by the
employee or made from a plan maintained by another Considered Company, the plan
accepting the distribution shall include such distribution in the present value
or such account, whether the plan accepted the distribution before or after
December 31, 1983; the plan making the distribution shall not include the
distribution in the present value or such account.

 

            (i)         In
any case where an individual is a Non-Key Employee with respect to an
applicable-plan but was a Key Employee with respect to such plan, for any prior
Plan Year, any accrued benefit and any account of such employee will be
altogether disregarded. For this purpose, to the extent that a Key Employee is
deemed to be a Key Employee if he or she met the definition of Key Employee
within any of the four preceding Plan Years, this provision will apply
following the end of such period of time.

 

            (j)        
"Valuation Date" means, for purposes for determining the present
value of an accrued benefit as of the Determination Date, the Determination
Date. For the first plan year of a plan, the accrued benefit for a current
employee shall be determined either (i) as if the individual terminated service
as of the Determination Date or (ii) as if the individual terminated service as
of the valuation date, but taking into account the estimated accrued benefit as
of the Determination Date.  The Valuation Date shall be determined in
accordance with the principles set forth in Q.&A. T-25 of Treasury
Regulations § 1.416-1.

 

            (k)        For
purposes of this Section, "Compensation" shall have the meaning given
to it in Section 5.5(c)(vi) of the Plan.

 

	
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ARTICLE XII

MISCELLANEOUS PROVISIONS

            12.1    
Terms of Employment: 
The adoption and maintenance of the provisions of this Plan shall not be deemed
to constitute a contract between the Employer and any Employee, or to be a
consideration for, or an inducement or condition of, the employment of any
person.  Nothing herein contained shall be deemed to give to any Employee the
right to be retained in the employ of the Employer or to interfere with the
right of the Employer to discharge any Employee at any time, nor shall it be
deemed to give the Employer the right to require any Employee to remain in its
employ, nor shall it interfere with any Employee's-right to terminate his
employment at any time.

            12.2    
Controlling Law: 
This Plan and the Trust shall be construed, regulated and administered according
to the provisions of ERISA, the Code, regulations and rulings under ERISA and
the Code, and, the extent state law applies and is not preempted by federal
law, under the laws of the State of Louisiana (without regard to its choice of
laws provisions).

            12.3    
Invalidity of Particular
Provisions:  In the event any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan but shall be fully severable, and this Plan
shall be construed and enforced as if said illegal or invalid provisions had
never been inserted herein.

            12.4    
Non-Alienability of
Rights of Participants:  Except as otherwise provided below and with
respect to certain judgments and settlements pursuant to Section 401(a)(3) of
the Code, no interest, right or claim in or to the part of the Trust Fund,
attributable to the Pre-Tax Contribution Account, the After-Tax Contribution
Account, the Employer Matching Contribution Account, the Rollover Account or
the ESOP Account of any Participant, or any distribution of benefits therefrom,
shall be assignable, transferable or subject to sale, mortgage, pledge,
hypothecation, commutation, anticipation, garnishment, attachment, execution,
claim or levy of any kind, voluntary or involuntary (excluding a levy for taxes
filed upon the Plan by the Internal Revenue Service), including without
limitation any claim asserted by a spouse or former spouse of any Participant,
and the Trustee shall not recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute or anticipate the same.  The preceding
sentence shall also apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a qualified domestic
relations order, as defined in Section 414(p) of the Code.  The Committee shall
establish a written procedure to be used to determine the qualified status of
such orders and to administer distributions under such orders.  Further, to the
extent provided under the qualified domestic relations order a former spouse of
a Participant shall be treated as a spouse for all purposes of the Plan.  If
the Committee receives a qualified domestic relations order with respect to a
Participant, the Committee may authorize the immediate distribution of the
amount assigned to the Participant's former spouse, to the extent permitted by
law, from the Participant's Pre-Tax Contribution Account, After-Tax
Contribution Account, Rollover Account and the vested portion of his Employer
Matching Contribution Account and ESOP Account.

 

	
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            12.5    
Payments in Satisfaction
of Claims of Participants:  Any distribution to any Participant or his
Beneficiary or legal representative, in accordance with the provisions of the
Plan, of the interest in the Trust Fund attributable to his Pre-Tax
Contribution Account and/or After-Tax Contribution Account, his Rollover
Account and the vested portion of his Employer Matching Contribution Account
and ESOP Account, shall be in full satisfaction of all claims under the Plan
against the Trust Fund, the Trustee, the Company and the Employer.  The Trustee
may require that any distributee execute and deliver to the Trustee a receipt
and a full and complete release of the Employer as a condition precedent to any
payment or distribution under the Plan.

            12.6    
Payments Due Minors and
Incompetents:  If the Committee determines that any person to whom a
payment is due hereunder is a minor or is incompetent by reason of physical or
mental disability, the Committee shall have power to cause the payments
becoming due such person to be made to the guardian of the minor or the
guardian of the estate of the incompetent, without the Committee or the Trustee
being responsible to see to the application of such payment.  Payments made
pursuant to such power shall operate as a complete discharge of the Committee, the
Trustee and the Employer.

            12.7    
Acceptance of Terms and
Conditions of Plan by Participants:  Each Participant, through execution of
the application required under the terms of the Plan as a condition of
participation herein, for himself, his heirs, executors, administrators, legal
representatives and assigns, approves and agrees to be bound by the provisions
of this Plan and the Trust Agreement and any subsequent amendments thereto, and
all actions of the Committee and the Trustee hereunder.  In consideration of
the adoption of this Plan by the Employer, and the Contributions of the
Employer to the Trust Fund, each Participant agrees by the execution of his
application to participate herein to release and hold harmless to the extent
permitted by ERISA the Employer, the Committee and the Trustee from any
liability for any act whatsoever, past, present or future, performed in good
faith in such respective capacities pursuant to the provisions of this Plan or
the Trust Agreement.

            12.8    
Impossibility of Diversion
of Trust Fund:  Notwithstanding any provision herein to the contrary, no
part of the corpus or the income of the Trust Fund shall ever be used for or
diverted to purposes other than for the exclusive benefit of the Participants
or their Beneficiaries or for the payment of expenses of the Plan.  No part of
the Trust Fund shall ever revert to the Employer.

 

	
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                        IN
WITNESS WHEREOF, CLECO POWER LLC has executed these presents as evidenced by
the signatures affixed hereto of its officers hereunto duly authorized, and by
its corporate seal being affixed hereto, in a number of copies, all of which
shall constitute but one and the same instrument which may be sufficiently
evidenced by any such executed copy hereof, this    2nd 
 day of          August             
2005, effective as of October 1, 2005 (or such other date stated in this
amendment and restatement of the Plan).

	 	CLECO POWER
LLC

    

    

 
	 	/s/
    George W. Bausewine                                            
	 	By:   George
W. Bausewine
	 	        Senior Vice
President
	 	        Corporate
Services
	 	 
	 	 
	 	 
	 	 
	ATTEST:

    

 	 
	/s/  Janice M.
    Mount                      	 
	Assistant Secretary

 	 
	
    (SEAL)
	 
	 	 


 

 

 

 

 

	
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	THE STATE
    OF LOUISIANA	§
	 	§
	RAPIDES
    PARISH	§


           


                                   BEFORE ME,
   Beatrice
Newcomb       , the undersigned authority, on this day personally appeared,
            George W. Bausewine 
, the            Sr. Vice President             
 of
Cleco Power LLC, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same as the act of the said Cleco Power LLC, a corporation, and that he
executed the same as the act and deed of said corporation for the purposes and
consideration therein expressed and in the capacity therein stated.

                        GIVEN UNDER MY HAND AND
SEAL OF OFFICE this the          2nd     
 day of August                         
,
2005.

 

	 	 
	 	/s/ 
Beatrice P.
Newcomb                                     
    
	 	Notary Public, State of
Louisiana
	 	
    Bar roll or notary identification number:   18175  

     

	 	 
	 	 


                                                                       


	
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