Exhibit
4.1

       

       

       

       

      NOVO
NORDISK INC. 401(k) SAVINGS PLAN

      


      (Amended
and restated effective as of January 1, 2007)

      


      


      
 

      


      December
6, 2007

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      NOVO NORDISK INC. 401(k)
SAVINGS PLAN

      


      Table of
Contents

      
        	 
      	 
      	 
      
	 
      	 
      	
                Page

              
	 	 	 
	
                ARTICLE
      I


                  DESIGNATION OF PLANAND
      PURPOSE

                

              	
                3

              
	 	 
	
                2.1

              	
                "Account Balance"

              	
                3

              
	
                2.2

              	
                "Actual Deferral
Percentage"

              	
                3

              
	
                2.3

              	
                "Administrator"

              	
                4

              
	
                2.4

              	
                "Affiliate"

              	
                4

              
	
                2.5

              	
                "After-Tax Contributions"

              	
                4

              
	
                2.6

              	
                "After-Tax Contributions
      Account"

              	
                4

              
	
                2.7

              	
                "Beneficiary" or
      "Beneficiaries"

              	
                4

              
	
                2.8

              	
                "Benefit Commencement Date"

              	
                4

              
	
                2.9

              	
                "Board"

              	
                4

              
	
                2.10

              	
                "Code"

              	
                4

              
	
                2.11

              	
                "Committee"

              	
                5

              
	
                2.12

              	
                "Compensation"

              	
                5

              
	
                2.13

              	
                "Contribution Percentage"

              	
                7

              
	
                2.14

              	
                "Date of Distribution"

              	
                8

              
	
                2.15

              	
                "Determination Date or
    Period"

              	
                8

              
	
                2.16

              	
                "Discretionary Profit Sharing Contribution" or
      "Basic Contribution"

              	
                8

              
	
                2.17

              	
                "Discretionary Profit Sharing Contributions
      Account” or "Basic Contribution Account"

              	
                8

              
	
                2.18

              	
                "Effective Date"

              	
                9

              
	
                2.19

              	
                "Employee"

              	
                9

              
	
                2.20

              	
                "Employee After-Tax Roth 401(k)
      Contribution"

              	
                9

              
	
                2.21

              	
                "Employee After-Tax Roth 401(k) Contribution
      Account"

              	
                9

              
	
                2.22

              	
                "Employee Catch-Up
      Contribution"

              	
                9

              
	
                2.23

              	
                "Employee Catch-Up Contribution
      Account"

              	
                9

              
	
                2.24

              	
                "Employee Savings
    Contribution"

              	
                9

              
	
                2.25

              	
                "Employee Savings Contribution
      Account"

              	
                9

              
	
                2.26

              	
                "Employer"

              	
                9

              
	
                2.27

              	
                "Entry Date"

              	
                10

              
	
                2.28

              	
                "ERISA"

              	
                10

              
	
                2.29

              	
                "Fiduciary"

              	
                10

              
	
                2.30

              	
                "Fiscal Year"

              	
                10

              
	
                2.31

              	
                "Forfeiture"

              	
                10

              
	
                2.32

              	
                "Former Participant"

              	
                10

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.33

              	
                "415 Compensation"

              	
                10

              
	
                2.34

              	
                "Highly Compensated
    Employee"

              	
                13

              
	
                2.35

              	
                "Hours of Service"

              	
                14

              
	
                2.36

              	
                "Key Employees"

              	
                14

              
	
                2.37

              	
                "Late Retirement Date"

              	
                15

              
	
                2.38

              	
                "Leased Employees"

              	
                15

              
	
                2.39

              	
                "Limitation Year"

              	
                15

              
	
                2.40

              	
                "Matching Contributions"

              	
                15

              
	
                2.41

              	
                "Matching Contributions
      Account"

              	
                15

              
	
                2.42

              	
                "Named Appeals Fiduciary" or "Named
      Fiduciary"

              	
                16

              
	
                2.43

              	
                "Net Earnings"

              	
                16

              
	
                2.44

              	
                "Non-Key Employee"

              	
                16

              
	
                2.45

              	
                "Normal Retirement Age"

              	
                16

              
	
                2.46

              	
                "One Year Break In Service"

              	
                16

              
	
                2.47

              	
                "Participant"

              	
                17

              
	
                2.48

              	
                "Participating Companies"

              	
                17

              
	
                2.49

              	
                "Past Service Credit"

              	
                17

              
	
                2.50

              	
                "Period of Service "

              	
                17

              
	
                2.51

              	
                "Period of Severance"

              	
                17

              
	
                2.52

              	
                "Plan"

              	
                18

              
	
                2.53

              	
                "Plan Number"

              	
                18

              
	
                2.54

              	
                "Plan Year"

              	
                18

              
	
                2.55

              	
                "Qualified Military
    Services"

              	
                18

              
	
                2.56

              	
                "Required Beginning Date"

              	
                18

              
	
                2.57

              	
                "Retirement"

              	
                19

              
	
                2.58

              	
                "Rollover Contribution"

              	
                19

              
	
                2.59

              	
                "Spouse"

              	
                19

              
	
                2.60

              	
                "Super Top Heavy Plan"

              	
                19

              
	
                2.61

              	
                "Suspense Account"

              	
                19

              
	
                2.62

              	
                "Temporary Employee"

              	
                19

              
	
                2.63

              	
                "Terminated Participant"

              	
                19

              
	
                2.64

              	
                "Top Heavy Plan"

              	
                19

              
	
                2.65

              	
                "Top Heavy Plan Year"

              	
                19

              
	
                2.66

              	
                "Trust"

              	
                19

              
	
                2.67

              	
                "Trustee(s)"

              	
                20

              
	
                2.68

              	
                "USERRA"

              	
                20

              
	
                2.69

              	
                "Valuation Date"

              	
                20

              
	
                2.70

              	
                "Year of Service"

              	
                20

              
	 	 	 
	
                ARTICLE
      III


                  PARTICIPATION IN THE
    PLAN

                

              	
                21

              
	 	 
	
                3.1

              	
                No Rights

              	
                21

              
	
                3.2

              	
                Eligibility Requirements

              	
                21

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

      
        	
                3.3

              	
                Determination of
Eligibility

              	
                22

              
	
                3.4

              	
                Application Procedure

              	
                22

              
	
                3.5

              	
                Election Not to Participate or to Waive
      Contributions

              	
                22

              
	
                3.6

              	
                Former Employees

              	
                22

              
	 	 	 
	
                ARTICLE
      IV

                CONTRIBUTIONS

              	
                23

              
	 	 	 
	
                4.1

              	
                Employer's Contribution

              	
                23

              
	
                4.2

              	
                Employee's Savings
    Contribution

              	
                23

              
	
                4.3

              	
                Change in Employee Savings, Catch-Up, After-Tax
      and Employee After-Tax Roth 401(k) Contributions

              	
                25

              
	
                4.4

              	
                Matching Contributions

              	
                27

              
	
                4.5

              	
                Discretionary Profit Sharing
      Contributions

              	
                27

              
	
                4.6

              	
                Employee Voluntary After-Tax
      Contributions

              	
                28

              
	
                4.7

              	
                Employee Catch-Up
    Contributions

              	
                28

              
	
                4.8

              	
                Employee After-Tax Roth 401(k)
      Contributions

              	
                28

              
	
                4.9

              	
                Rollover Contributions

              	
                28

              
	
                4.10

              	
                Contributions for Persons of Military
      Service

              	
                28

              
	
                4.11

              	
                Employer Contribution
      Limitation

              	
                30

              
	
                4.12

              	
                Contributions Not Limited to Net
      Earnings

              	
                30

              
	
                4.13

              	
                Timing of Contributions

              	
                30

              
	
                4.14

              	
                Calendar Year Limitation on Employee Savings
      Contribution Election

              	
                31

              
	
                4.15

              	
                Limitation on Employee Savings and Matching
      Contributions

              	
                31

              
	
                4.16

              	
                Final 401(k) Regulation
    Changes

              	
                34

              
	
                4.17

              	
                Prevention of Violation of Limitation on Employee
      Savings Contributions and Matching Contributions

              	
                40

              
	
                4.18

              	
                Maximum Annual Additions

              	
                43

              
	
                4.19

              	
                Adjustment for Excessive Annual
      Additions

              	
                45

              
	
                4.20

              	
                QNECs

              	
                46

              
	
                4.21

              	
                QMACs

              	
                46

              
	
                4.22

              	
                Timing of QNECs and QMACs

              	
                46

              
	 	 	 
	
                ARTICLE
      V

                ROLLOVERS AND DIRECT
    ROLLOVERS

              	
                47

              
	 	 
	
                5.1

              	
                Rollovers

              	
                47

              
	
                5.2

              	
                Direct Transfers

              	
                48

              
	
                5.3

              	
                Direct Rollovers

              	
                48

              
	
                5.4

              	
                Direct Rollovers of Plan
      Distributions

              	
                49

              
	
                5.5

              	
                Rollovers from Other Plans

              	
                50

              
	
                5.6

              	
                Rollovers Disregarded in Involuntary
      Cashouts

              	
                51

              
	
                5.7

              	
                Rollovers

              	
                51

              
	
                5.8

              	
                Roth Accounts

              	
                51

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                ARTICLE
      VI

                CREDITS TO ACCOUNTS OF
      PARTICIPANTS

              	
                52

              
	 	 
	
                6.1

              	
                Adjustments to Participants'
      Accounts

              	
                52

              
	
                6.2

              	
                Minimum Allocations Required for Top Heavy Plan
      Years

              	
                53

              
	
                6.3

              	
                Market Value of Trust

              	
                54

              
	
                6.4

              	
                Crediting Participants'
    Account

              	
                54

              
	 	 	 
	
                ARTICLE
      VII

                VESTING

              	
                55

              
	 	 
	
                7.1

              	
                Full Vesting

              	
                55

              
	
                7.2

              	
                Partial Vesting

              	
                55

              
	 	 	 
	
                ARTICLE
      VIII

                DISTRIBUTION OF BENEFITS

              	
                57

              
	 	 
	
                8.1

              	
                Form of Benefit

              	
                57

              
	
                8.2

              	
                Late Retirement

              	
                57

              
	
                8.3

              	
                Forfeitures

              	
                57

              
	
                8.4

              	
                Restoration of Account

              	
                57

              
	
                8.5

              	
                Withdrawals Prior to and After
      59-1/2

              	
                58

              
	
                8.6

              	
                Withdrawal of Employee After-Tax and Rollover
      Contributions

              	
                58

              
	
                8.7

              	
                Withdrawals for Financial
      Hardships

              	
                58

              
	
                8.8

              	
                Distribution of Deminimus
      Amount

              	
                61

              
	
                8.9

              	
                Required Minimum
    Distributions

              	
                62

              
	
                8.10

              	
                Payment of Benefits With Regard to an Incompetent
      or a Minor

              	
                66

              
	
                8.11

              	
                Amount of Benefit Determined by
      Administrator

              	
                66

              
	
                8.12

              	
                Procedure Regarding Unclaimed
      Benefits

              	
                67

              
	
                8.13

              	
                Spousal Consent

              	
                67

              
	 	 	 
	
                ARTICLE
      IX

                DEATH BENEFIT

              	
                68

              
	 	 
	
                9.1

              	
                Beneficiary of Death
Benefit

              	
                68

              
	
                9.2

              	
                Distribution of Benefits Upon
      Death

              	
                68

              
	 	 	 
	
                ARTICLE
      X

                LOANS TO PARTICIPANTS

              	
                69

              
	 	 
	
                10.1

              	
                Loan Application

              	
                69

              
	
                10.2

              	
                Loan Approval

              	
                69

              
	
                10.3

              	
                Amount of Loan

              	
                69

              
	
                10.4

              	
                Terms of Loan

              	
                70

              
	
                10.5

              	
                Enforcement

              	
                71

              
	
                10.6

              	
                Additional Rules

              	
                71

              
	
                10.7

              	
                Plan Loans for Owner-Employees and Shareholder
      Employees

              	
                71

              


      

       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                ARTICLE
      XI

                CLAIMS PROCEDURES

              	
                72

              
	 	 
	
                11.1

              	
                Applications for Benefits

              	
                72

              
	
                11.2

              	
                Appeal of Denied Claim for
      Benefits

              	
                72

              
	
                11.3

              	
                Removal of the Named Appeals
      Fiduciary

              	
                73

              
	 	 	 
	ARTICLE
      XII
ESTABLISHMENT OF THE TRUST FUND	
                74

              
	 	 
	
                12.1

              	
                Trust

              	
                74

              
	 	 	 
	ARTICLE
      XIII
MANAGEMENT OF THE TRUST AND INVESTMENT FUNDS	75
	 	 
	
                13.1

              	
                Contributions to Trust

              	
                75

              
	
                13.2

              	
                Benefit to Participants

              	
                75

              
	
                13.3

              	
                Reversion to Employer

              	
                75

              
	
                13.4

              	
                Investment

              	
                75

              
	
                13.5

              	
                Compliance with Section 404(c) of
      ERISA

              	
                76

              
	
                13.6

              	
                Investment Funds

              	
                78

              
	
                13.7

              	
                Failure to Provide Investment
      Instructions

              	
                78

              
	
                13.8

              	
                Diversification of NNI
Stock

              	
                78

              
	 	 	 
	ARTICLE
      XIV
ADMINISTRATION OF THE PLAN	79
	 	 
	
                14.1

              	
                Appointment of Committee

              	
                79

              
	
                14.2

              	
                Duties of Committee

              	
                79

              
	
                14.3

              	
                Indemnification

              	
                80

              
	
                14.4

              	
                Meetings and Majority Rule

              	
                80

              
	 	 	 
	
                ARTICLE
      XV

                DISBURSEMENT OF FUNDS

              	
                81

              
	 	 
	
                15.1

              	
                Payments From the Plan

              	
                81

              
	
                15.2

              	
                Nonresponsibility of Committee or
      Trustee(s)

              	
                81

              
	 	 	 
	ARTICLE
      XVI
COMPENSATION, EXPENSES AND TAXES	82
	 	 
	
                16.1

              	
                Expenses

              	
                82

              
	 	 	 
	ARTICLE
      XVII
POWERS AND TRUSTEES	
                83

              
	 	 
	
                17.1

              	
                Purchase of Property

              	
                83

              


      

       

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ARTICLE
      XVIII

                MAINTENANCE OF RECORDS

              	
                84

              
	 	 	 
	
                18.1

              	
                Maintenance of Records

              	
                84

              
	 	 	 
	
                ARTICLE
      XIX

                REMOVAL, RESIGNATION AND APPOINTMENT OF SUCCESSOR
      TRUSTEES

              	
                85

              
	 	 
	
                19.1

              	
                Successor Trustees

              	
                85

              
	 	 	 
	
                ARTICLE
      XX

                IMMUNITY OF TRUSTEES

              	
                86

              
	 	 
	
                20.1

              	
                Consultation with Counsel

              	
                86

              
	
                20.2

              	
                Trustee(s) Not Liable in Administration of the
      Trust

              	
                86

              
	
                20.3

              	
                Actions Governed by Corporate
      Resolution

              	
                86

              
	
                20.4

              	
                Certification of Employer

              	
                86

              
	
                20.5

              	
                Not Required to Participate in
      Litigation

              	
                86

              
	
                20.6

              	
                Standard of Trustee=s Care for Participant Investment
      Direction

              	
                87

              
	
                20.7

              	
                Directions of Administrator

              	
                87

              
	 	 	 
	
                ARTICLE
      XXI

                AMENDMENT, DISCONTINUANCE, TERMINATION AND
      MERGER

              	
                88

              
	 	 
	
                21.1

              	
                Company Right to Amend, Modify, Suspend Or
      Terminate the Plan.

              	
                88

              
	
                21.2

              	
                Participants' Protection if Plan is
      Terminated

              	
                89

              
	
                21.3

              	
                Merger

              	
                89

              
	 	 	 
	
                ARTICLE
      XXII

                TOP HEAVY STATUS

              	
                90

              
	 	 
	
                22.1

              	
                Top Heavy Plan Requirements

              	
                90

              
	
                22.2

              	
                Determination of Top Heavy
      Status

              	
                90

              
	 	 	 
	
                ARTICLE
      XXIII

                QUALIFIED DOMESTIC RELATIONS
      ORDERS

              	
                94

              
	 	 
	
                23.1

              	
                Qualified Domestic Relations
      Orders

              	
                94

              
	
                23.2

              	
                Determination of Qualification of Domestic
      Relations Order

              	
                94

              
	
                23.3

              	
                Payment of Qualified Domestic Relations
      Orders

              	
                95

              
	
                23.4

              	
                QDRO Expenses

              	
                95

              
	 	 	 
	ARTICLE
      XXIV
ROTH ELECTIVE DEFERRALS	
                96

              
	 	 
	
                24.1

              	
                Effective Date of Roth
    Feature

              	
                96

              
	
                24.2

              	
                Supersession of Inconsistent
      Provisions

              	
                96

              
	
                24.3

              	
                Roth Elective Deferral are
      permitted

              	
                96

              
	
                24.4

              	
                Elective Deferrals

              	
                96

              
	
                24.5

              	
                Pre-Tax Employee Savings
      Contributions

              	
                96

              


      

       

       

      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                24.6

              	
                Roth Contributions

              	
                96

              
	
                24.7

              	
                Hardship and In-Service
      Distributions

              	
                97

              
	
                24.8

              	
                Ordering Rules for
      Distributions

              	
                97

              
	
                24.9

              	
                Corrective Distributions Attributable to Roth
      Elective Deferrals

              	
                97

              
	
                24.10

              	
                Loans

              	
                97

              
	
                24.11

              	
                Rollovers

              	
                97

              
	
                24.12

              	
                Automatic Enrollment

              	
                98

              
	
                24.13

              	
                Operational Compliance

              	
                98

              
	 	 	 
	ARTICLE
      XXV
MISCELLANEOUS PROVISIONS	
                99

              
	 	 
	
                25.1

              	
                Non-Guarantee of Employment

              	
                99

              
	
                25.2

              	
                Rights to Assets

              	
                99

              
	
                25.3

              	
                Limitation of Liability

              	
                99

              
	
                25.4

              	
                Spendthrift Clause

              	
                99

              
	
                25.5

              	
                Annual Report of the
Trustee

              	
                100

              
	
                25.6

              	
                Audit

              	
                100

              
	
                25.7

              	
                No Prohibited Transactions

              	
                101

              
	
                25.8

              	
                Bonding

              	
                101

              
	
                25.9

              	
                Aggregation Rules of Self-Employed
      Plans

              	
                102

              
	
                25.10

              	
                USERRA

              	
                102

              
	
                25.11

              	
                Preclusion of Cut-Backs

              	
                102

              
	
                25.12

              	
                Fiduciary Violations

              	
                102

              
	
                25.13

              	
                Severability

              	
                102

              
	
                25.14

              	
                Titles and Headings

              	
                103

              
	
                25.15

              	
                Gender and Number

              	
                103

              
	
                25.16

              	
                Governing Law

              	
                103

              


      

      


       

       

      
        
          
          

        

        
          vii

          
            

          

        

        
          
          

        

      

      
 

      


      WHEREAS,
Novo Nordisk Inc. (“NNI”, the “Employer” or the “Company”) maintains the Novo
Nordisk Inc. 401(k) Savings Plan (the “Plan” or the “NNI Plan”);
and

      


      WHEREAS,
the Plan was amended and restated to comply with all provisions of the General
Agreement on Tariffs and Trade (“GATT”), the Uniform Services Employment and
Reemployment Rights Acts of 1994 (“USERRA”), the Small Business Job Protection
Act of 1996 (“SBJPA”), the Taxpayer Relief Act of 1997 (“TRA ‘97”), the
Community Renewal Tax Relief Act of 2000 (“CRA”) and other tax legislation,
announcements and ruling (collectively the “GUST II” Amendments), by execution
of a Volume Submitter Plan document provided by Charles Schwab & Company,
the recordkeeper for the Plan (the “2002 Plan”); and

      


      WHEREAS, a
favorable determination letter was obtained for the Plan for GUST II dated April
25, 2003 for the 2002 Plan document; and

      


      WHEREAS,
the Plan was amended by Amendments Number 1 to 12 to make various Plan design
changes and to keep the Plan in compliance with all tax requirements, including
the minimum distribution requirements, the Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”), to provide that cashouts would only occur
for Accounts equal to $1,000 or less upon a
termination of employment; and  to reflect certain provisions of the
Final Regulations under Sections 401(k) and 401(m) of the Code that were
published on December 29, 2004 (hereinafter referred to as the "Final 401(k)
Regulations"); and

      


      WHEREAS,
the Pension Protection Act of 2006 (“PPA”) also enacted certain changes, which
are incorporated into this Plan; and

      


      WHEREAS,
NNI wishes to add an Employee After-Tax Roth 401(k) feature to the Plan, which
may become effective when implemented by NNI by amendment in the future;
and

      


      WHEREAS,
NNI intends to apply for a new determination letter regarding the qualified
status of the Plan; and

      


      WHEREAS,
Revenue Procedure 2005-66, as modified by Revenue Procedure 2007-44, introduced
a new “staggered”
determination letter process, in order to require employers to submit their
retirement plans during different “Cycles”, based upon their Employer
Identification Numbers (“EINs”); and

      


      WHEREAS,
the EIN for NNI is 06-1061602, and ends in 2; and

      


      WHEREAS,
since the NNI Plan is in Cycle
B, the Plan must be submitted to the IRS for receipt of a new
determination letter by January 31, 2008; and

      


       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
 

      WHEREAS,
Section 8.1 of the Plan permits the Plan to be amended by formal action of
NNI.

      


      NOW,
THEREFORE, effective as of January 1, 2007, except as indicated elsewhere, the
NNI Plan is hereby amended and restated as follows, using an individually
designed Plan document:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

       

      ARTICLE
I

      DESIGNATION OF
PLAN

      AND
PURPOSE

      


      The Plan
shall continue to be known as the Novo Nordisk Inc. 401(k) Savings
Plan.  The purpose of the Plan is to allow employees of the Company
and any related employer or corporation which adopts the Plan with the consent
of the Company to save for retirement.  At no time shall any part of
the principal or income be used for or diverted to purposes other than for the
exclusive benefit of such Employees or their benefic­iaries, except as
hereinafter provided.

      


      ARTICLE
II

      DEFINITIONS

      


      The
following words and phrases as used herein shall have the following meanings,
unless a different meaning is plainly required by the content:

      


      2.1             “Account
Balance” means
for each Participant, the total credit balance to all of the Participant's
Accounts under the Plan at the date of reference.  The Administrator
shall maintain, or cause to be maintained, separate sub-accounts for each
Participant in sufficient detail to identify the amount of all contributions
made under the Plan including, but not limited to, Employee Savings
Contributions, Catch-Up Contributions, Matching Contributions, Rollover
Contributions, After-Tax Contributions, Employee After-Tax Roth 401(k)
Contributions, and Discretionary Profit Sharing Contributions, as
applicable.

      


      2.2             “Actual
Deferral Percentage” means, for a specified group
of Employees for a given Plan Year, the average of the ratios (calculated
separate­ly for each Employee in such group) of:

       

      (a)         The
sum of:

      


      (1)           Such
Employees' Employee Savings Contribu­tions for such Plan Year (for which
purpose, only Employee Savings Contributions set forth in Treas. Reg. Section
1.401(k)-1(b)(4) shall be counted for a given Plan Year) and Employee After-Tax
Roth 401(k) Contributions, plus

      


      (2)           At
the election of the Administrator, any portion of the Employee's Matching
Contributions required or permitted to be taken into account under Section
401(k)(3)(D) of the Code and the regulations issued thereunder (to the extent
100% vested when made to
the Plan and subject to the same withdrawal restrictions as Employee Savings
Contributions); plus

      


      (3)           In
the case of any Highly Compensated Employee, his elective deferrals for the year
under any other qualified retirement plan maintained by the Employer or any
Affiliate; to

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      (b)         The
Employee's Compensation for such Plan Year (whether or not the Employee was a
Participant for the entire Plan Year).

      


      2.3             “Administrator” means the Company, which
shall administer the Plan in accordance with Article XII.

      


      2.4             “Affiliate” means (a) any corporation
which is a member of a controlled group of corporations as defined in Section
414(b) of the Code which includes the Employer; (b) any trade or business,
whether or not incorporated, which is under common control with the Employer, as
determined under Section 414(c) of the Code; (c) any organization which is
a member of an af­filiated service group within the meaning of Section
414(m) of the Code; and (d) any other entity required to be aggregated with the
Employer pursuant to the regulations under Section 414(o) of the
Code.   “50% Affiliate” shall mean an
Affiliate, but determined with “more than 50%” substituted for the
phrase “at least 80%” in
Section 1563(a) of the Code, when applying Sections 414(b) and (c) of the
Code.

      


      2.5             “After-Tax
Contributions”
means all Voluntary After-Tax Contributions made to the Plan by Participants
under Section 4.6, if any.

      


      2.6             “After-Tax
Contributions Account” means for each Participant
or Former Participant, the account established for the portion of any Account
Balance attributable to After-Tax Contributions, if any.

      


      2.7             “Beneficiary”
or “Beneficiaries” means the Participant's
“Spouse”, as determined under the applicable state law(s), if the Participant is
married and his or her Spouse has not validly waived his or her right to be the
Par­ticipant's Beneficiary, or the person or persons designated as provided
in Section 9.1 to receive the share of a deceased Participant's vested Account
Balance.  If the Participant has no Spouse and has failed to designate
a beneficiary, such Participant's Beneficiary shall be his
estate.  For purposes of determining whether the Plan is a Top Heavy
Plan, a Beneficiary of a deceased Par­ticipant shall be considered as a Key
Employee or a Non-Key Employee, as the case may be.

      


      2.8             “Benefit
Commencement Date” means, for any Participant
or Beneficiary, the date as of which the first benefit payment, including a
single lump sum cash payment, is due from a Participant's Account; provided,
however, that the Benefit Commencement Date applicable to any hardship
distribution withdrawn in accordance with Section 8.7 shall not be taken into
account in determining the Participant's Benefit Commencement Date with respect
to the remainder of his Account.

      


      2.9             “Board” means the Board of Directors
or other governing body of the Company in office at any time of
reference.

      


      2.10             “Code” means the Internal Revenue
Code of 1986, as amended from time to time.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
 

      2.11             “Committee” means the individuals
appointed by the Company to supervise the administration of the Plan, as
provided in Article XIV.

      


      2.12             “Compensation” means such Participant's
Base Salary, overtime and amounts under the following bonus or incentive plans
paid in cash: (i): Novo Nordisk Annual Performance Incentive Plan; (ii) Annual
Merit Bonus Plan; and (iii) Sales Incentive Plan.

      


      For purposes of this definition,
“Base Salary” means an Employee’s regular salary and includes:  any
cash paid in lieu of vacation time; cash paid in lieu of personal/sick days; any
shift differentials; and any payments made to employees for being on call (i.e., “on-call pay”)
or company paid short-term disability.  However, any cash payments
made in lieu of notice, when Novo Nordisk Inc. accepts Employee resignations and
provides cash compensation to Employees through the requested date of
termination in lieu of performing any services, shall not be considered Base
Salary.

      Compensation
shall not
include:

      


      (a)           Reimbursements or other expense
allowances; fringe benefits (cash or noncash), moving expenses, deferred compensation, and welfare
benefits.

      


      (b)           Sign-on bonuses and other forms of compensation, such as individual
bonuses, reward and recognition awards, regional differentials paid in cash and
referral fees.

      


      (c)           Any income exercised from the receipt of
any qualified or nonqualified stock options, or the receipt of any share
offerings.

      


      (d)           Severance or salary continuation payments
and vacation paid upon termination.

      


      (e)           Any payments to employees in lieu of
circle of excellence, presidential, or other award bonuses, such as potential
trips for achieving sales objectives.

      


      (f)           All other W-2 wages not identified as
exclusions above, such as group term life insurance or
imputed income.

      


      (g)           Any imputed income for civil union or
domestic partner benefits effective as of January 1, 2007.

      


      (h)           Any special sales incentives that are
determined to be part of the Sales Incentive Plan as established by Novo Nordisk
Inc.

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      For a Participant's initial year of
participation, Compensation shall be recognized as of such Employee's effective
date of participation in the component of the Plan for which Compensation is
being used pursuant to Section 3.2.

      


      Notwithstanding any provisions to the
contrary, in accordance with IRS Notice 2001-37, for Plan Years beginning on or
after January 1, 2001 (or the first day of the first Plan Year for which the
Plan was operated, in accordance with the CRA Amendment of Section 414(s)), but
in no event earlier than the first day of the first Plan Year beginning on or
after January 1, 1998, Compensation shall not
include elected amounts that are not includible in gross income of the
employee under Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) of the
Code.  This provision shall apply for purposes of Section 2.12 and any
other applicable provisions of the Plan.  Notwithstanding any
provision to the contrary, all applicable Compensation shall be taken into
consideration for purposes of Section 414(s) and in performing the ADP/ACP
Tests.

      


      In the case of a Self-Employed
Individual, Compensation means Earned Income during such period; provided, if
Compensation is modified so that Non-Highly Compensated Employees receive less
than their total Compensation, Compensation for each self-employed individual
shall be his Earned Income multiplied by a percentage.  Such
percentage equals the aggregate compensation recognized for allocation purposes
for Non-Highly Compensated Employees divided by the aggregate total compensation
actually paid to Non-Highly Compensated Employees. Compensation shall include
any amount which is contributed by the Employer pursuant to a salary reduction
agreement and which is not includable in the gross income of the Employee under
Sections 125, 132(f)(4), 402(e)(3), 402(h), 403(b), and 457(b) of the
Code.  Section 132(f)(4) elective deferrals are included in
Compensation for Plan Years beginning on or after January 1,
2001.  Section 132(f)(4) elective deferrals are included in
Compensation for Plan Years beginning on or after January 1, 2001.

      


      As a result of EGTRRA, the annual
Compensation of each Participant taken into account in determining allocations
for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code,
(i.e., $225,000 in 2007 and $230,000 in
2008).  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.

      


      For
purposes of determining the Actual Deferral Percentages under Section 2.2 and
the Contribution Percentage under Section 2.13, Compensation shall include all
taxable fringe benefits and other items permitted to be taken into consideration
under the Code, including elected amounts that are not includible in gross
income of the employee under Sections 125, 132(f)(4), 402(e)(3), 402(h), or
403(b).

      


       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
 

      In
addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each employee taken into account under the Plan shall not exceed
the EGTRRA annual Compensation limit, as adjusted by the Commissioner for
increases in the cost of living in accordance with Section 401(a)(17)(B) of the
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 annual
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.

      


      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 annual
Compensation limit in effect for that prior determination period.

      


      For
purposes of determining the Actual Deferral Percentages under Section 2.2 and
the Contribution Percentage under Section 2.13, Compensation shall include all taxable
fringe benefits and other items permitted to be taken into consideration under
the Code, including imputed income associated with any civil union or domestic
partner benefits effective as of January 1, 2007.

      


      2.13             “Contribution
Percentage”
means, for a specified group of Employees for a given Plan Year, the average of
the ratios (calculated separate­ly for each Employee within the group)
of:

      


      (a)         The
sum of

      


      (1)           Such
Employee's Matching Contributions for the Plan Year (to the extent not included
in such Employee's Actual Deferral Percentage for such Plan Year);
plus,

      


      (2)           At
the election of the Administrator, any portion of the Employee's Savings
Contributions for the Plan Year or elective deferrals under any other qualified
retirement plan maintained by the Employer or any Affiliate that may be
disregarded without causing this Plan to fail to satisfy the requirements of
Section 401(k)(3) of the Code and the regulations issued thereunder;
plus

      


      (3)           In
the case of any Highly Compensated Employee, any employee contributions and
employer matching contributions under any other qualified retirement plan
maintained by the Employer or any Affiliate; to

      


      (b)         The
Employee's Compensation for such Plan Year (whether or not the Employee was a
Participant for the entire Plan Year).

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
 

      2.14             “Date of
Distribution”
means:

      


      (a)         In
the event of Retire­ment or other termination of employment not later than
the 60th
day after the close of the Plan Year in which the latest of the following events
occurs:

      


      (1)           The
date on which the Participant attains the Normal Retirement Age specified
herein;

      


      (2)           The
10th
anniversary of the year in which the Participant commenced participation in the
Plan; or

      


      (3)           The
date the Participant terminates his service with the Employer.

      


      (b)         Except
as otherwise provided in Section 8.10 which addresses the minimum distribution
rules, payment under this Plan shall commence no later than the Date of
Distribution hereunder.

      


      (c)         In
the event a Participant dies before he has begun to receive any distributions of
his interest under the Plan, distribution of such deceased Participant's
interest which is payable to or for the benefit of a Beneficiary must be made
not later than 1 year
after the date of the Participant's death (or such later date as may be
prescribed by Treasury regulations).  Except, however, in the event
the Participant's Spouse is his Beneficiary, the requirement that distributions
commence within 1 year
of a Participant's death shall not apply, if his Spouse elects in writing to
defer such distribution.  Such distribution to the Participant's
Spouse, however, must commence no later than the date on which the deceased
Participant would have attained age 701⁄2.

      


      2.15             “Determination
Date or Period”
means, for purposes of identifying Highly Compensated Employees, (a) the last
day of the preceding Plan Year, or (b) in the case of the first Plan Year, the
last day of such Plan Year.

      


      
        	
                 
      

              	
                -

              	
                Designated
      Investment Alternatives and Directed Investment Options are incorporated
      into Article XIII.

              


      

      
        	
                 
      

              	
                -

              	
                No
      definition exists for Early Retirement Date, since no Early Retirement Age
      existed under the 2002 Plan.

              


      

      
        	
                 
      

              	
                -

              	
                No
      definition of Disability exists since no Disability benefit
      exists.  A Disability would be treated as any other termination
      of employment.

              


      

      


      2.16             “Discretionary
Profit Sharing Contribution” or “Basic
Contribution”
means the discretionary contributions made to the Plan by the Employer pursuant
to Section 4.5, if any.

      


      2.17             “Discretionary
Profit Sharing Contributions Account” or “Basic Contribution Account” means, for each Participant
or Former Participant, the Account established to reflect the portion of his
Account Balance attributable to Discretionary Profit Sharing Contributions,
which are also referred to as Basic Contributions, if any.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
 

      2.18             “Effective
Date” means
January 1, 1983 for the Plan and this amended and restated document is generally
effective as of January 1, 2007, unless an earlier or later effective date is
required pursuant to any statute or Treasury Regulations, or as otherwise
provided in this Plan.

      


      2.19             “Employee” means (a) any person
employed by the Employer or an Affiliate; or (b) any individual who is a Leased
Employee with respect to whose services the Employer or such Affiliate is the
recipient and to whom the safe harbor provisions of Section 414(n)(5) of the
Code do not apply.

      


      2.20             “Employee
After-Tax Roth 401(k) Contribution” means the Employer’s
Contribution to the Plan that is made pursuant to the Participant’s deferral
election provided in Section 4.8.

      


      2.21             “Employee
After-Tax Roth 401(k) Contribution Account” means, for each Participant
or Former  Participant, the account established for the portion of his
Account Balance attributable to Employee After-Tax Roth 401(k)
Contributions.

      


      2.22             “Employee
Catch-Up Contribution” means the Employer’s
contributions to the Plan that are made pursuant to the Participant’s deferral
election provided in Section 4.7.

      


      2.23             “Employee
Catch-Up Contribution Account” means, for each Participant
or Former Participant, the account established for the portion of his Account
Balance attributable to Catch-Up Contributions.

      


      2.24             “Employee
Savings Contribution” means the Employ­er's
contributions to the Plan that are made pursuant to the Par­ticipant's
deferral election provided in Section 4.2.

      


      2.25             “Employee
Savings Contribution Account” means, for each Participant
or Former Participant, the account established for the portion of his Account
Balance attributable to Employee Savings Contributions.

      


      2.26             “Employer” means the Company, any other
business organiza­tion which succeeds to its business by way of merger,
consolidation or other reor­ganization, and any corporation or other
business entity, whether affiliated with, related to, or not related to the
Company, which with the approval of the Trustee(s) and the Board of the Company,
and by resolution of its own board of directors (or similar governing body),
adopts this Plan and Trust by execution of a Participation Agreement under
Section 2.49.  From and after the effective date of such adoption,
such entity shall have become a party to this Agreement, and shall for all
purposes of this Agreement be included within the meaning of the word
"Employer", except where the context limits such term to NNI.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
 

      2.27             “Entry
Date” means to be
entitled to make Employee Savings, Employee Catch-Up, Employee After-Tax Roth
Contributions and After-Tax Contributions, or to be entitled to receive Matching
or Discretionary Profit Sharing Contributions.  The term Entry Date
shall also include any other date determined by the Administrator and applied in
a uniform and nondiscriminatory manner, to accommodate the entry of new
Employees attributable to any acquisition or new business
contracts.

      


      2.28             “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to
time.

      


      2.29             “Fiduciary” means a person (natural or
otherwise) who exercises any discretionary authority or dis­cretionary
control respecting the management of the Plan; or who exercises any authority or
control respecting the management or disposition of its assets; or who renders
investment advice for a fee or other compensation, direct or indirect, with
respect to any monies or other property of such Plan, or has any authority or
respon­sibility to do so.

      


      2.30             “Fiscal
Year” means the
12 month period from
January 1 to the last day of December in each year.

      


      2.31             “Forfeiture” means amounts allocated to a
Suspense Account to be held until such time as they may be reallocated under the
Plan in accordance with Sections 4.4, 4.5 and 8.4.  Forfeitures are
used to reduce NNI Basic or Matching Contributions or to pay administrative
expenses of the Plan, within the discretion of NNI.

      


      2.32             “Former
Participant”
means a person who has been a Participant, but who has ceased to be a
Participant for any reason.

      


      2.33             “415
Compensation”
shall include and exclude the following:

      


      (a)         It
shall include
the Participant's wages, salaries, fees for profes­sional service and other
amounts for personal services actually rendered in the course of employ­ment
with an Employer maintaining the Plan (including, but not limited to,
commissions paid to salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips and bonuses, and
in the case of a Participant who is an employee within the meaning of Section
401(c)(1) of the Code and the regulations thereunder, the Participant's earned
income (as described in Section 401(c)(2) of the Code and the regulations
there­under)) paid during the "Limitation Year."

      


      (b)         It
shall exclude:

      


      (1)           contributions
made by the Employer to a plan of deferred compensation to the extent that,
before the application of the Section 415 limitations to the Plan, the


       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      contributions
are not includible in the gross income of the Employee for the taxable year in
which contributed;

       

       

      (2)           Employer
contributions made on behalf of an Employee to a simplified employee pension
plan described in Section 408(k) of the Code to the extent such contributions
are deductible by the Employee under Section 219(a) of the Code;

      


      (3)           any
distributions from a plan of deferred compensa­tion regardless of whether
such amounts are includible in the gross income of the Employee when distributed
except that any amounts received by an Employee pursuant to an unfunded
non-qualified plan to the extent such amounts are includible in the gross income
of the Employee;

      


      (4)           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;

      


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

      


      (6)           other
amounts which receive special tax benefits, such as premiums for group term life
insurance (but only to the extent that the premiums are not includible in the
gross income of the Employee); and

      


      (7)           any
amounts included in a Participant's wages which are attributable to automobile
expenses or reimbursements under the Employer's method of
accounting.

      


      The
definition of Compensation for purposes of Section 415 shall be the total
unreduced Compensation of each Participant, including any Section 401(k),
Section 125, or Section 457 nonqualified deferred compensation salary deferral
amounts, and any other amounts permitted to be included in Compensation, such as
contributions to any SEP or SIMPLE Plans.

      


      For Limitation Years beginning on or
after the earlier of January 1, 2001 or the first day of the first Limitation
Year for which the Plan was operated in accordance with the CRA Amendment of
Section 415(c)(3), but in no event earlier than the first day of the Plan Year
beginning on or after January 1, 1998, for purposes of applying the limitations
described in Section 2.39 of the Plan, Compensation paid or made available
during such Limitation Years shall
include elected amounts that are not includible in gross income to the
employee, by reason of Section 132(f)(4) of the Code.

      


      Section 2.12 of the Plan excludes
severance benefits from the definition of Compensation for purposes of
contributions.  Effective as of January 1, 2007, Post Severance
Compensation shall also be excluded from the definition of Compensation
under Section 415 of the Code and for allocation
purposes.  Furthermore, Post Year End Compensation shall also be
excluded


       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      for purposes of   Section
415 and for allocation purposes.

      


      
        For purposes of the preceding paragraph,
the following definitions shall apply:

      

      


      (a)           "Post Year End Compensation" means
amounts earned during a Plan Year but not paid during that year solely because
of the timing of pay periods and pay dates if: (i) these amounts are paid during
the first few weeks of the next Plan Year; (ii) the amounts are included on a
uniform and consistent basis with respect to all similarly situated Employees;
and (iii) no compensation is included in more than one Plan
Year.

      


      (b)           "Post Severance Compensation" means
amounts paid by the later of: (i) 21⁄2  months after an Employee's
severance from employment with the Employer maintaining the Plan or (ii) the end
of the Limitation Year that includes the date of severance from employment with
the Employer maintaining the Plan; and those amounts would have been included in
the definition of Compensation if they were paid prior to the Employee's
severance from employment with the Employer maintaining the Plan. However, the
payment must be for (1) unused accrued bona fide sick, vacation, or other leave,
but only if the Employee would have been able to use the leave if the Employee
had continued in employment; or (2) received by an Employee pursuant to a
nonqualified unfunded deferred compensation plan, but only if the payment would
have been paid to the Employee at the same time if the Employee had continued in
employment with the Employer and only to the extent that the payment is
includible in the Employee's gross income.

      


      Notwithstanding the preceding
paragraphs, Compensation shall include other Compensation paid by the later of:
(1) 21⁄2 months after an Employee's severance
from employment with the Employer maintaining the Plan; or (2) the end of the
Limitation Year that includes the date of the Employee's severance from
employment with the Employer maintaining the Plan if: (a) the payment is regular
compensation for services during the Employee's regular working hours, or
compensation for services outside the Employee's regular working hours (e.g.,
overtime or shift differential), commissions, bonuses, or other similar payments
otherwise included in the definition of Compensation; and the payment would have
been paid to the Employee prior to a severance from employment if the Employee
had continued in employment with the Employer.

      


      The exclusions from Compensation for
payments after severance from employment do not apply to payments to an
individual who does not currently perform services for the employer by reason of
qualified military service (as that term is used in Section 414(u)(1) of the
Code) to the extent those payments do not exceed the amounts the individual
would have received if the individual had continued to perform services for the
Employer rather than entering qualified military service. To the extent provided
in the Plan, Compensation shall include Compensation paid to a Participant who
is permanently and totally disabled.

      


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      


      2.34             “Highly
Compensated Employee” means any Employee
who:

      


      (a)         Was
a 5% owner, as defined
in Section 416(i)(l) of the Code, of the Employer at any time during the current
or the preceding Plan Year; or

      


      
        	
                 
      

              	
                 (b)

              	
                For
      the preceding year -

              


      

      


      (1)           Had
compensation from the Employer in excess of $80,000 (as adjusted by the
Secretary pursuant to Section 415(d) of the Code, except that the base period
shall be the calendar quarter ending September 30, 1996), and

      


      (2)           If
the Employer elects the application of this clause for such preceding Plan Year
below, was in the Top-Paid group of Employees for such preceding Plan
Year.

      


      For the
purpose of this provision, an Employee is in the Top-Paid group of employees for
any Plan Year if such Employee is in the group consisting of the top 20% of the employees when
ranked on the basis of Compensation paid during such Plan Year.

      


      The
determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of employees in the Top-Paid group,
shall be made in accordance with Section 414(q) of the Code and the regulations
thereunder.

      


      The term
"Highly Compensated Employee" includes highly compensated active employees and
highly compensated former employees.

      


      The
Employer or the Plan Administrator may elect to limit the determination of
Highly Compensated Employees to individuals among the top 20% of Employees ranked by
Compensation, as noted above.  The Employer hereby
elects:

      


      
        	
                 
      

              	
                [ x
      ]

              	
                i.

              	
                To
      limit the term Highly Compensated Employee to Employees ranked in the top
      20% of all
      Employees based upon Compensation;
or

              


      

      


      
        	
                 
      

              	
                [    ]

              	
                ii.

              	
                Not
      to limit the term Highly Compensated Employee to Employees ranked in the
      top 20% of all
      employees based upon Compensation.

              


      

      


      Notwithstanding
any provisions to the contrary, in determining Highly Compensated Employees, the
term “Compensation” shall
include elected amounts that are not includible in gross income to an
Employee, by reason of Section 132(f)(4) of the Code.  This provision
is effective in the same manner as provided in Section 2.33 of the
Plan.

      


      Lastly,
the term Highly Compensated Employee shall automatically be adjusted to comply
with any changes in the Code.

       

      
         

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

      

       

      For purposes of this Section, for Plan
Years beginning prior to January 1, 1998, the determination of "415
Compensation" shall be made by including amounts that would otherwise be
excluded from a Participant's gross income by reason of the application of Code
Sections 125, 402(e)(3), 402(h)(1)(B), and, in the case of Employer
contributions made pursuant to a salary reduction agreement, Code Section
403(b).

       

      In determining who is a Highly
Compensated Employee, Employees who are non-resident aliens and who received no
earned income (within the meaning of Code Section 911(d)(2)) from the Employer
constituting United States source income within the meaning of Code Section
861(a)(3) shall not be treated as Employees. Additionally, all Affiliated
Employers shall be taken into account as a single employer and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(0)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. The exclusion of Leased Employees for this purpose shall be applied on
a uniform and consistent basis for all of the Employer's retirement plans.
Highly Compensated Former Employees shall be treated as Highly Compensated
Employees without regard to whether they performed services during the
"determination year."

      


      2.35             “Hour of
Service” means
each hour for which an Employee is either directly or indirectly compensated, or
entitled to be compensated, by the Employer or an Affiliate for performing
duties for the Employer or an Affiliate during the applicable computation
period.  It shall also include hours during any period which no duties
are performed due to an Employer-approved paid vacation, holiday, disability,
sick leave or any other paid leave of absence or military duty.  In
addition, Hour of Service shall include each hour for which back pay is either
awarded or agreed to by the Employer, notwith­standing any mitigation of
damages resulting therefrom.  An Hour of Service for back pay shall be
credited to the Employee during the year the service was
performed.  Hours of Service shall be computed and credited in
accordance with Section 2530.200b-2(b) and (c) of the Department of Labor
Regulations, which regulations are incorporated herein by
reference.

      


                 2.36 
          “Key
Employees” means
those Employees defined in Section 416(i) of the Code and the Treasury
regulations there­under, as modified or changed from time to
time.  General­ly, they shall include any Employee or former
Employee (and his Beneficiaries) who, at any time during the Plan Year or any of
the preceding 4 Plan
Years, is:

      


      (a)         An
officer of the Employer (as that term is defined within the meaning of the
regulations under Section 416 of the Code) earning over $145,000 (in 2007), or
any other applicable limitations.

      


      (b)         A
"5% owner" of the
Employer.  "Five percent owner" means any Employee who owns (or is
considered as owning within the meaning of Section 318) more than 5% of the outstanding stock of
the Employer or stock possessing more than 5% of the total combined
voting power of all stock of the Employer, or, in the case of an unincorporated
business, any person who owns more than 5% of the capital or profits
interest in the Employer.  In determining percentage 

       

       

      
        
          
          

        

        
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      ownership
hereunder, employers that would otherwise be aggregated under Sections 414(b),
(c), and (m) of the Code shall be treated as separate employers.

      


      (c)         A
"1% owner" of the
Employer having annual "415 compensation" from the Employer of more than $150,000.  "One
percent owner" means any person who owns (or is considered as owning within the
meaning of Section 318) more than 1% of the outstanding stock of
the Employer or stock possessing more than 1% of the total combined
voting power of all stock of the Employer, or, in the case of an
unin­corporated business, any person who owns more than 1% of the capital or profits
interest in the Employer.  In determining percentage ownership
hereunder, employers that would otherwise be aggregated under Sections 414(b),
(c), and (m) of the Code shall be treated as separate employers. However, in
determining whether an individual has "415 compensation" of more than $150,000, "415 compensation"
from each employer required to be aggregated under Sections 414(b), (c), and (m)
of the Code shall be taken into account.

      


      2.37             “Late
Retirement Date”
means the actual date of Retirement of a Participant who remains employed by an
Employer after attaining age 65.

      


      2.38             “Leased
Employees” means
any person (other than an Employee of the Employer) who pursuant to an agreement
between the employer and any other person ("leasing organization") has performed
services for the recipient (or for the recipient and related persons determined
in accordance with Section 414(n)(6) of the Code) on a substantially full-time
basis (i.e.,
working 1,500 hours per
year) for a period of at least 1 year, and such services are
performed under the primary direction or control of the recipient employer.
Contributions or benefits provided a Leased Employee by the leasing organization
which are attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer.

      


      A Leased
Employee shall not be considered an employee of the recipient if: (i) such
employee is covered by a money purchase pension plan providing: (1) a
nonintegrated employer contribution rate of at least 10% of compensation, as
defined in Section 415(c)(3) of the Code, but including amounts contributed by
the employer pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Sections 125, 402(a)(8), 402(h) or 403(b) of
the Code; (2) immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than 20% of the
recipient's  nonhighly compensated workforce.

      


      2.39             “Limitation
Year” means the
same as the Plan Year, unless another 12-consecutive month period is
designated by the Employer.

      


      2.40             “Matching
Contributions”
means, for each Partici­pant for any Plan Year, the contributions made on
his behalf by the Employer under Section 4.4, if any.

      


      2.41             “Matching
Contributions Account” means, for each Participant
or Former Participant, the account established for the portion of his Account
Balance attributable to Matching Contribu­tions, if any.

       

       

       

      
        
          
          

        

        
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      2.42             “Named
Appeals Fiduciary” or “Named Fiduciary” means the person or persons
named as such by the Board, or if no such person or persons be named, the
Company.

      


      2.43             “Net
Earnings” means
the current or accumulated earnings and profits of the Employer for any taxable
year ending with or within the Plan Year as determined in accordance with the
Employ­er's general method of accounting.  Notwithstanding the
above, contributions may be made to the Plan for any and all Plan Years for
which Net Earnings do not exist.

      


      2.44             “Non-Key
Employee” means
any Employee who is not a Key Employee.

      


      2.45             “Normal
Retirement Age”
means a Participant has attained the Participant’s 65th
birth­day.

      


               
  2.46             “One Year
Break In Service”
means a Plan Year during which an Employee has not completed more than 500 Hours of Service with the
Employer.  An Employee shall not incur a One Year Break in Service for
the Plan Year in which he dies, retires, or suffers a
Disability.  Further, solely for the purpose of deter­mining
whether a Participant has incurred a One Year Break in Service, Hours of Service
shall be recognized for "authorized leaves of absence" and "maternity and
paternity leaves of ab­sence".

      


      An
"Authorized Leave of Absence" means an authorized leave of absence granted by
the Employer in accordance with reasonable standards and policies uniformly
observed and consis­tently applied and shall include, by way of illustration
and not limitation, leaves of absence granted because of illness of the Employee
or his family members, vacations without pay and pursuit of education or
vocational study.  Continuity of employment, for purposes of
eligibility and vesting shall not be interrupted by a period of absence
authorized by the Employer or by service in the Armed Forces of the United
States if the Employee returns to work on the first regular working day
following the ending date of such absence, or in the case of such military
service, within the period prescribed by law; provided, however, that in the
event any Employee is continually on leave of absence for a period of more than
one year, a termination of employment then shall be deemed to have occurred for
all purposes of the Plan on the one year anniversary of the commencement of the
leave of absence.

      


      A
"Maternity or Paternity Leave of Absence" means an absence from work for any
period by reason of the Employee's pregnancy, birth of the Employee's child,
placement of a child with the Employee in connection with the adoption of such
child, or any absence for the purpose of caring for such child for a period
immediately fol­lowing such birth or placement.  For this purpose,
Hours of Service shall be credited for the Plan Year in which the absence from
work begins, only if credit therefor is necessary to prevent the Employee from
incurring a One Year Break in Service, or, in the event such credit of Hours of
Service is not necessary for the Plan Year in which the absence from work
begins, in the immed­iately following Plan Year.  The Hours of
Service credited for a "maternity or paternity leave of absence" shall be those
which would normally have been credited but 

       

       

      
        
          
          

        

        
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      for such
absence, or, in any case in which the Administrator is unable to determine such
hours normally credited, 8 Hours of Service per
day.  The total Hours of Service required to be credited for a
"maternity or paternity leave of absence" shall not exceed 501.

      


      In the
event any Employee on an Authorized Leave of Absence under any state or federal
family leave laws, such Employee shall be treated as being employed on the last
day of any applicable Plan Year and shall be entitled to Years of Service for
purposes of eligibility and vesting, in accordance with such laws as promulgated
by the Internal Revenue Service.

      


      For
purposes of vesting, a “One Year Break in Service” means a Period of Severance
of at least 12
consecutive months.

      


      2.47             “Participant” means an Employee who has
partici­pated, and continues to participate, in the Plan in accordance with
Article III herein (until all benefits due him under the Plan are
paid).

      


      2.48             "Participating
Companies" means any Related Entities that agree to participate in the
Plan with the approval of NNI and any other related entities that formally agree
to participate in the Plan by execution of a Participation Agreement, with
approval of NNI.

      


      -
Definitions for Participant Direction Procedures, Participant Account,
Participant’s Combined Account, Participant’s Directed Account, Participant’s
Elective Account, and Transfers/Rollover Accounts are impressed
elsewhere.

      


      2.49             “Past
Service Credits”
means a Participant shall receive credit for all time worked within the NNI
controlled group, or credited under the NNI Plan.  Past Service
Credits may be granted separately for eligibility and vesting in connection with
any corporate transactions or upon the assumption of any contrasts, as
documented by the Employer.

      


      2.50             “Period of
Service” means
the aggregate of all periods commencing with the Employee’s first day of
employment or reemployment with the Employer or Affiliated Employer (regardless
of whether such Employee has reached age 18 or not) and ending on the
date a One Year Break in Service begins or a Period of Severance
occurs.  The first day of employment or reemployment is the first day
the Employee performs an Hour of Service.  An Employee will also
receive partial credit for any Period of Severance of less than 12 consecutive
months.  Fractional periods of a year will be expressed in terms of
days.  This definition shall be applicable for crediting service for
vesting.

      


      Periods of Service with any
Affiliated Employer shall be recognized for vesting purposes.

      


      2.51             “Period of
Severance” means
a continuous period of time during which the Employee is not employed by the
Employer.  Such period begins on the date the Employee retires,


       

       

      
        
          
          

        

        
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      quits or
is discharged, or if earlier, the 12 month anniversary of the
date on which the Employee was otherwise first absent from service.

      


      In the
case of any individual who is absent from work for maternity or paternity
reasons, the 12-consecutive month period
beginning on the first day of such absence shall not constitute a One Year Break
in Service.  For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (a) by reason of the pregnancy
of the individual, (b) by reason of the birth of a child of the individual, (c)
by reason of the placement of a child with the individual in connection with the
adoption of such child by such individual, or (d) for purposes of caring for
such child for a period beginning immediately following such birth or
placement.

      


      2.52             “Plan” means the terms and
provisions of the Novo Nordisk Inc. 401(k) Savings Plan as herein set forth, as
the same may be amended from time to time.

      


      2.53             “Plan
Number” means
Number 001, as assigned to this Plan.

      


      2.54             “Plan
Year” means the
period beginning on January 1 and ending on December 31 of each
year.

      


      2.55             “Qualified
Military Services” means service in the
uniformed services (as identified in Chapter 43 of Title 38, United States Code)
by any Employee if such Employee is entitled to reemployment rights under such
Chapter with respect to such service.

      


      2.56             “Required
Beginning Date”
means, for any Participant:

      


      (a)         If
he attained age 701⁄2  before January
1, 1988, and is not a 5%
owner (within the meaning of Section 416 of the Code) of the Employer, April 1
of the calendar year following the later of the calendar year in which he has a
separation from service or the calendar year in which he attained age 701⁄2;

      


      (b)         If
he attained age 701⁄2
before January 1, 1988, and is a 5% owner (within the meaning
of Section 416 of the Code) of the Employer, the later of December 31, 1987 or
April 1 of the calendar year following the calendar year in which he attained
age 701⁄2;

      


      (c)         if
he attained age 701⁄2
before January 1, 1989 and after December 31, 1987, is not a 5% owner (within the meaning
of Section 416 of the Code) of the Employer and has not had a separation from
service before January 1, 1989, April 1, 1990; and

      


      (d)         If
he attains age 701⁄2 on or
after January 1, 1989, and before January 1, 1997, April 1 of the calendar year
next following the calendar year in which he attains age 701⁄2.

      


      (e)         If
he attained age 701⁄2 on
or after January, 1997 or commenced distributions prior to January 1, 1997, the
provisions of Section 7.11 shall be controlling.

       

       

      
        
          
          

        

        
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      The
"required beginning date" for a Participant who is a 5% owner (as described in
Section 416(l) of the Code) is April 1 of the calendar year following the
calendar year in which the Participant attains age 701⁄2.

      


      2.57             “Retirement” means a termination of
employment after a Participant has attained his Normal Retirement
Age.  Retirement shall be considered as commencing on the day
immediately following a Participant's last day of service.

      


      2.58             “Rollover
Contribution”
means, for any Participant, a rollover contribution as provided in Section 5.1
or a Direct Rollover under Section 5.3.

      


      2.59             “Spouse” means the person to whom a
Participant is legally married at the time of such determination (as determined
by the Administrator under local state law).  The term "Surviving
Spouse" means the survivor of a deceased former Participant to whom such
deceased former Participant was legally married (as determined by the
Administrative Committee) on the date of the Participant's death.

      


      2.60             “Super Top
Heavy Plan” means
a plan described in Subsection 22.2(b).

      


      2.61             “Suspense
Account” means
the account maintained pursuant to Section 4.19(c) which shall have
transferred to it the total contribu­tions representing excessive annual
additions as defined by Subsection 4.19(a) which cannot be allocated to other
Participants' Accounts pursuant to Subsection 4.19(b).

      


      2.62             “Temporary
Employee” means
an Employee hired for a specific limited period of time; or hired on a sporadic
or intermittent basis for a period of varying duration, but no expected to be
employed for more than 12 months.

      


      2.63             “Terminated
Participant”
means a person who has been a Participant, but whose employment has been
terminated other than by death, Disability or Retirement.

      


      2.64             “Top Heavy
Plan” means a
plan described in Subsection 22.2(a).

      


      2.65             “Top Heavy
Plan Year” means
that, for a particular Plan Year, the Plan is a Top Heavy Plan.

      


      2.66             “Trust” means the Trust established
under Article XII by the Employer to implement the adminis­tration of the
Plan according to the terms in this instru­ment, or any separate Trust
Agreement executed with the Trustee, as amended from time to time.  To
the extent the terms of any Trust Agreement differ from the provisions of this
Plan document, the Trust Agreement shall be controlling.

       

       

      
        
          
          

        

        
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      2.67             “Trustee(s)” means  The Charles
Schwab Trust Company or any other entity or individuals designated by the
Company to hold any Plan assets or to administer the Trust in accordance with
the terms hereof.

      


      2.68             “USERRA” means the Uniformed Services
Employment and Reemployment Rights of Act of 1994.

      


      2.69             “Valuation
Date” means the
last day of each month, or such other more frequent dates as directed by the
Administrator, up to and including daily valuations, except where such action
becomes impossible due to circumstances beyond the scope of the Plan
Administrator, Trustee or Third Party Recordkeeper.  If interim
valua­tions are directed by the Administrator, all employees in similar
circumstances must be treated alike.

      


      2.70             “Year of
Service” means a
consecutive 12 month
computation period during which an Employee has completed at least 1,000 Hours of
Service.  No Years of Service are required for eligibility to enter the Plan,
except for Temporary Employees.  For purposes of eligibility for Temporary
Employees, the initial computation period shall be the consecutive 12 month period beginning on
an Employee's Employment Commencement Date.  Succeeding eligibility
computation periods shall be based on the Plan Year beginning with the Plan Year
which includes the first anniversary of the Employment Commencement
Date.

      


      Years of
Service with any Related Entities shall be recognized for purposes of eligibility and vesting from the date any
entity becomes a Related Entity, but not for purposes of contributions, whether
or not such entity is a Participating Employer of the Plan.  However,
the crediting of any service with any Related Entity prior to the date such
Related Entity status is obtained shall be controlled by the applicable
acquisition agreement, unless required otherwise under the Code or
ERISA.  Related Entities have been granted the authority to grant past
service credits with predecessor entities for purposes of eligibility and
vesting in connection with acquisitions which shall be documented in accordance
with procedures established by the Administrator.

      


      For
purposes of vesting,
a “Year of Service” shall be credited for each Period of Service of 12 consecutive months, prior
to a Period of Severance, using the “elapsed time” method of
computing service, and regardless of the actual number of hours of service
that’s been completed.

       

      For
purposes of contributions,
after entry into the Plan, no hours of service are required to be worked to
receive any Employer Basic or Matching Contributions.

      


      If any
Former Participant is reemployed prior to or after a One-Year Break in
Service, all Years of Service for vesting and eligibility shall include
Years of Service prior to any One-Year Break in Service, or any longer
period.

       

       

      
        
          
          

        

        
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      ARTICLE
III

      PARTICIPATION IN THE
PLAN

      


      3.1             No
Rights.  Except as otherwise specifically provided, any
Employee or former Employee of the Employer or any Participating Company, who is
not a Participant on or after January 1, 2007, shall have no rights under this
Plan.  Any Employee or former Employee covered by the preceding
sentence shall have his rights and benefits determined solely under the NNI Plan
as in effect before January 1, 2007, except as otherwise required under the
Plan.

      


      3.2             Eligibility
Requirements.

      


      (a)         Each
Employee of the Employer on January 1, 2007 who was a Participant in the NNI
Plan immediately prior to January 1, 2007, shall immediately continue to be a
Participant as of January 1, 2007.

      


      (b)         Employees
are eligible to enter the Plan immediately on their date of hire, without the need
to attain any age or complete any Years of Service, except for Temporary
Employees.  Temporary Employees are only eligible to enter the Plan,
if they satisfy the eligibility requirements below.  Participation
shall commence on the first full payroll period after submission of all
applicable Forms.

      


      (c)         Notwithstanding
anything to the contrary, to the extent necessary to negotiate any new
contracts, or in connection with any acquisitions, the Employer may be permitted
to modify the eligibility requirement, if negotiated in any agreements and
applied in a uniform and nondiscriminatory manner.

      


                              (d)         Notwithstanding
any other provision herein, no Employee who is covered by a collective
bargaining agreement shall be eligible to participate in the Plan unless such
agreement specifically provides for participation hereunder.  Nor
shall interns, residents of Puerto Rico, Temporary
Employees, Leased Employees (unless otherwise required under the Code for
qualification purposes), or nonresident aliens without any U.S. source income be
eligible to participate in the Plan.  Nonresident aliens without any
U.S. source income shall be excluded from participation in the
Plan.  The Plan shall also exclude employees who are on long-term or
short-term assignments from Novo Nordisk A/S or its Danish subsidiaries covered
under the staff pension of Novo Nordisk A/S, or foreign transferees from any
Affiliates on temporary assignment who remain covered by foreign pension
plans.

      


      (e)         Temporary
Employees are required to work 1,000 Hours of Service in the
12 month period measured
from their date of hire for purposes of eligibility to make Employee Savings or
Employee Catch-Up, or to receive any Employer Contributions.  If a
Temporary Employee does not satisfy the 1,000 Hours of Service
required by the anniversary of the Temporary Employees date of hire, the
eligibility period will shift to the Plan Year.  A Temporary Employee
shall enter the Plan 

       

       

      
        
          
          

        

        
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      as of the
first day of the month after completing our eligibility requirements for
purposes of eligibility for all contributions.

      


      3.3             Determination
of Eligibility.  The Administrator shall determine the
eligibility of each Employee for participation in the Plan based upon
information furnished by the Employer.  Such determination shall be
conclusive and binding upon all persons, as long as the same is made in
accordance with this Plan and ERISA, and provided such determination shall be
subject to review in accordance with Section 11.2.

      


      3.4             Application
Procedure.  To become a Participant, an eligible Employee must
execute any required application or other forms required by the Employer, if
any.  Such Employee must perform all acts required of him within 60 days of the date on which
he is notified of his eligibility.  If he fails to perform within the
required time, he may become a Participant on the Entry Date after he complies
with the above conditions, unless such actions are waived by the Administrator
in a uniform and nondis­criminatory manner.  The Administrator,
within its discretion, may change the application procedures to permit the use
of any other reasonable procedures necessary to enroll any employees in the
Plan.  In no event, however, shall any Employee participate in the
Plan prior to the execution of all necessary forms.

      


      3.5             Election
Not to Participate or to Waive Contributions.  Notwithstanding
Section 3.4, an Employee may, subject to the approval of the Employer, elect
voluntarily not to
participate in the Plan or to waive some or all of the contributions on
his behalf to the Plan.  The election not to participate or to waive
some or all contributions must be communicated to the Employer, in writing, no
later than 90 days prior
to the first day of the Plan Year to which the election not to participate or
waiver relates, or within 90
days or any other period established by the Employer after a Participant
becomes eligible to enter the Plan.  A Participant making this
election shall have the right to modify or revoke this election during a
subsequent Plan Year.  The Administrator shall not permit a
Participant to waive participation under the Plan if such waiver would cause the
Plan to fail the coverage requirements set forth in Section 410 of the
Code.

      


      3.6             Former
Employees.  If an individual is not an Employee on the date he
would otherwise become a Participant under Section 3.2, he shall not then become
a Participant, but may, subject to Section 3.4, become a Participant on the day
he again becomes an Employee.  A Former Participant who again becomes
an Employee shall become a Participant immediately.  If
any Employee who had not met the eligibility requirements specified in this
Article prior to a separation from service is reemployed, he shall be recredited with his prior
period of service, for eligibility purposes, and shall be eligible to
participate in the Plan on the Entry Date following or coinciding with the
fulfillment of all eligibi­lity requirements.

      


      


      
        
          
          

        

        
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      ARTICLE
IV

      CONTRIBUTIONS

      


      4.1             Employer's
Contribution.  For the Fiscal Year during which the Plan is
adopted and each Fiscal Year thereafter, the Employer shall contribute to the
Plan any or all of the following contributions:

      


      (a)         The
amount of the total salary reduction elections of all Participants made pursuant
to Section 4.2, which amount shall be deemed the Employer's Elective Deferral
Contribution;

      


      (b)         Any
Matching Contributions which are made in accordance with Section 4.4;
and

      


      (c)         Any
Basic or Discretionary Profit Sharing Contributions which are made in accordance
with Section 4.5.

      


      (d)         Any
Employee After-Tax Contributions which are made in accordance with Section
4.6.

      


      (e)         Any
Employee Catch-Up Contributions which are made in accordance with Section
4.7.

      


      (f)         Any
Employee After-Tax Roth 401(k) Contributions, which are made in accordance with
Section 4.8.

      


      All
Employer contributions shall be made to the Plan in accordance with the
provisions of Section 4.13.

      


      All
Employer contributions shall be made in cash, and shall be allocated as soon as
administratively possible after the funds are deposited with the
Trustee.

      


      4.2             Employee's
Savings Contribution.  Under an election procedure established
by the Administrator and in accordance with Section 3.4, each Employee eligible
to participate in the Plan may direct the Employer to make Employee Savings
Contributions on his behalf.  Subject to Sections 4.14, 4.15 and 4.16,
the amount of Employee Savings Contributions may be any whole percentage of the
Participant's Compensation from a minimum of 1% up to a maximum of 50% of Compensation, for each
pay period to which the election applies.

      


      Each
Participant shall authorize the Employer to reduce his cash remuneration for
each pay period by the amount of his total Employee Savings Contributions to the
Plan for such period.  During such period, the Employer shall
contribute to the Trust for credit to the Employee Savings Contributions Account
of each Participant who authorizes Employee Savings Contributions 

       

       

      
        
          
          

        

        
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      on his
behalf an amount equal to such Participant's Compensation for such period
multiplied by the percentage authorized by the Participant.  A
Participant's election to have the Employer make Employee Savings Contributions
on his behalf shall remain in effect until the earliest of the date he ceases to
be a Participant, the date the election is changed or suspended in accordance
with Section 4.3, or the date the election is limited in accordance with Article
IV of the Plan.

      


      Notwithstanding
any provisions to the contrary, effective for eligible Employees who become
Participants on or after October 1, 2005, including any
rehired Employees, a Participant’s Compensation shall automatically be reduced
by 2%, which amount
shall be deemed to be the Participant’s Employee Savings Contribution election
if the Participant does not elect to defer a greater or lesser percentage of
Compensation, or elects to receive cash in lieu of making any Employee Savings
Contribution, within 60
days after becoming eligible to enter the Plan.  An eligible Employee
has an effective opportunity to elect to receive an amount in cash if the
eligible Employee receives notice of availability of the election and the
eligible Employee has a reasonable period to make the election before the date
on which the cash is currently available.  Any automatic deferral
contributions made pursuant to this Section 4.2, and any corresponding Matching
Contributions shall be placed in a default fund as selected by the
Administrator, and Participants may modify the investment allocation of these
contributions in the same manner as any other Plan contributions.

      


      Notwithstanding
any provisions to the contrary, effective for Employees who never affirmatively
took any action to enroll, disenroll, or elect to participate in the Plan on or
before October 1, 2005,
including any rehired employees, effective as of July 1, 2007, a Participant’s
Compensation shall automatically be reduced by 2%, which amount shall be
deemed to be the Participant’s Employee Savings Contribution election if the
Participant does not elect to defer a greater or lesser percentage of
Compensation, or elects to receive cash in lieu of making any Employee Savings
Contribution, within 60
days after being informed of this automatic enrollment provision.  An
eligible Employee has an effective opportunity to elect to receive an amount in
cash if the eligible Employee receives notice of availability of the election
and the eligible Employee has a reasonable period to make the election before
the date on which the cash is currently available.  Any automatic
deferral contributions made pursuant to this Section 4.2, and any corresponding
Matching Contributions shall be placed in a default fund as selected by the
Administrator, and Participants may modify the investment allocation of these
contributions in the same manner as any other Plan contributions.

      


      Effective
as of April 1, 2008, and each April 1 thereafter, to the extent that any
eligible Participant is not making any Employee Savings Contribution, whether or
not such Participant was previously automatically enrolled and disenrolled,
rehired, or otherwise, such Participant’s Compensation shall automatically be
reduced by 2%, which
amount shall be deemed to be the Participant’s Employee Savings Contribution
election if the Participant does not elect to defer a greater or lesser
percentage of Compensation, or elects to receive cash in lieu of making any
Employee Savings Contribution, within 60 days after being informed
of this automatic enrollment provision.  An eligible Employee has an
effective opportunity to elect to receive an amount in cash if 

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

       

      the
eligible Employee receives notice of availability of the election and the
eligible Employee has a reasonable period to make the election before the date
on which the cash is currently available.  Any automatic deferral
contributions made pursuant to this Section 4.2, and any corresponding Matching
Contributions shall be placed in a default fund as selected by the
Administrator, and Participants may modify the investment allocation of these
contributions in the same manner as any other Plan contributions.

      


      No
Participant shall be permitted to have elective deferrals made under this Plan,
or any other qualified plan maintained by the employer during any taxable year,
in excess of the dollar limitation contained in Section 402(g) of the Code in
effect for such taxable year, except to the extent permitted under Section 4.7
of this Plan, that provides for Catch-Up Contributions, and Section 414(v) of
the Code, if applicable.

      


      4.3             Change in
Employee Savings, Catch-Up, and
After-Tax and Employee After-Tax Roth 401(k) Contributions.  As
of the first day of any payroll period, in accordance with any procedures
established by the Administrator, a Participant may direct that the rate of
Employee Savings, Catch-Up, After-Tax and Employee After-Tax Roth 401(k)
Contributions on his behalf be changed
to a higher or lower percentage permitted under Section 4.2, by filing with the
Administrator a notice of such change which may be provided in writing, through
a voice response system, through the internet or in any manner determined to be
appropriate by the Administrator.  In addition, a Participant may, at
any time, direct that Employee Savings, Catch-Up, After-Tax and Employee
After-Tax Roth 401(k) Contributions on his behalf be discontinued
by filing with the Administrator a notice directing such change prior to the
payroll period in which such election is to be effective, in accordance with any
administrative rules established by the Administrator and applied in a uniform
and nondiscriminatory manner.

      


      A Participant must make an initial
Employee Savings Contribution election or, for eligible Employees who become
Participants on or after October 1, 2005, an election to receive cash in lieu of
making Employee Savings Contributions within 60 days after becoming
eligible to enter the Plan pursuant to Section 4.2.  Eligible
Employees who enter the Plan on or after October 1, 2005, who fail to make an
election as explained above within 60 days after becoming
eligible to enter the Plan shall be subject to the automatic deferral election
explained under Section 4.2.  In any event, Participants who fail to
make an initial election regarding Employee Savings Contributions within 60 days after becoming
eligible to enter the Plan may thereafter make a deferral election in accordance
with the rules governing modifications.  The Participant shall make an
election by entering into a written salary reduction agreement (or through
electronic means approved by the Administrator) with the Employer and filing
such agreement with the Administrator.  Such election shall initially
be effective beginning with the pay period following the acceptance of the
Employee Savings Contribution agreement by the Administrator, shall not have
retroactive effect and shall remain in force until revoked.  However,
with respect to a Participant’s initial election to receive cash in lieu of a
salary reduction, such election shall be effective beginning with the first day
of the Participant’s pay period coinciding with or next following entry into the
Plan pursuant to Section 3.2, if such 

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

       

      election
is filed with the Administrator before the Participant’s Compensation for such
pay period is currently available.

      


      A
Participant must make an initial Employee Savings Contribution election or, for
eligible Employees who became Participants before July 1, 2007, and who did not
previously take any action to affirmatively waive participation prior to July 1,
2007, an election to receive cash in lieu of making Employee Savings
Contributions within 60
days after being informed of the new automatic enrollment provisions of Section
4.2.  Eligible Employees who enter the Plan on or after July 1, 2007,
who fail to make an election as explained above within 60 days after being informed
of the new automatic deferral election explained under Section 4.2, shall
automatically participate in the Plan.  In any event, Participants who
fail to make an initial election regarding Employee Savings Contributions within
60 days after becoming
eligible to enter the Plan may thereafter make a deferral election in accordance
with the rules governing modifications.  The Participant shall make an
election by entering into a written salary reduction agreement (or through
electronic means approved by the Administrator) with the Employer and filing
such agreement with the Administrator.  Such election shall initially
be effective beginning with the pay period following the acceptance of the
Employee Savings Contribution agreement by the Administrator, shall not have
retroactive effect and shall remain in force until revoked.  However,
with respect to a Participant’s initial election to receive cash in lieu of a
salary reduction, such election shall be effective beginning with the first day
of the Participant’s pay period coinciding with or next following entry into the
Plan pursuant to Section 3.2, if such election is filed with the Administrator
before the Participant’s Compensation for such pay period is currently
available.

      


      For any
Participants hired on or after April 1, 2008, who are not actively electing to
make Employee Savings Contributions, whether or not they previously took any
action to affirmatively waive participation, such Participants shall be deemed
to make an election to receive cash in lieu of making Employee Savings
Contributions within 60
days after being informed of the new automatic enrollment provisions of Section
4.2.  Eligible Employees who enter the Plan on or after April 1, 2008,
who fail to make an election as explained above within 60 days after being informed
of the new automatic deferral election explained under Section 4.2, shall
automatically participate in the Plan.  In any event, Participants who
fail to make an initial election regarding Employee Savings Contributions within
60 days after becoming
eligible to enter the Plan may thereafter make a deferral election in accordance
with the rules governing modifications.  The Participant shall make an
election by entering into a written salary reduction agreement (or through
electronic means approved by the Administrator) with the Employer and filing
such agreement with the Administrator.  Such election shall initially
be effective beginning with the pay period following the acceptance of the
Employee Savings Contribution agreement by the Administrator, shall not have
retroactive effect and shall remain in force until revoked.  However,
with respect to a Participant’s initial election to receive cash in lieu of a
salary reduction, such election shall be effective beginning with the first day
of the Participant’s pay period coinciding with or next following entry into the
Plan pursuant to Section 3.2, if such election is filed with the Administrator
before the Participant’s Compensation for such pay period is currently
available.

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
 

      A Participant who has directed that
Employee Savings, Catch-Up, After-Tax or Employee After-Tax Roth 401(k)
Contributions be discontinued
may resume making such Contributions as of the first day of any payroll
period, in accordance with any procedures established by the
Administrator.

      


      4.4             Matching
Contributions.  Subject to the limitations of Sections 4.15 and
4.16 the Employer shall contribute to the Trust for each Plan Year an amount
equal to the following:

      


      (a)         On
behalf of each Participant who is eligible to share in Matching Contributions
for the Plan Year, a Matching Contribution shall be made equal to 100% of the first 1% of a Participant’s Employee
Savings or Employee After-Tax Roth 401(k) Contributions up to 1% of
Compensation.  However, a Participant must defer at least 2% of Compensation each
payroll period in order to be eligible to receive the Matching
Contribution.  These Matching Contributions are made on a payroll by
payroll basis as long as at least 2% of Compensation is being
contributed to the Plan.

      


      (b)         The
amount of Matching Contributions and the level of Employee Savings and Employee
After-Tax Roth 401(k) Contributions to be matched for each Plan Year may be
discontinued or changed by NNI, within its sole discretion at any time,
effective as of the first day of any calendar quarter after announcing the
change.

      


      (c)         Participants
are not required to be employed on the last day of any calendar quarter or Plan
Year, or to perform any Hours of Service, to receive any Matching
Contributions.

      


      (d)         No
Make-Up Contributions are made by NNI after the end of any Plan
Year.

      


      (e)         Matching
Contributions shall be
made on Employee After-Tax Roth 401(k).  Matching Contributions shall
not be made on Catch-Up
Contributions and After-Tax Contributions.

       

      (f)         Any
Matching Contributions which are forfeited pursuant to Section 8.3, shall
(except to the extent applied under Section 8.4) be used to reduce future
Employer Matching Contributions, for the Employer or the Affiliate which
employed the Participants from whom such forfeitures occurred.

      


      4.5             Discretionary
Profit Sharing Contributions.

      


      (a)         The
Employer may contribute to the Trust for each Plan Year such amount as the
Board, in its sole discretion, shall determine; provided, however, that the
contribution for any Plan Year shall not cause the total contributions by the
Employer to exceed the maximum allowable current deduction under the applicable
provisions of the Code.  Such contributions shall be allocated to the
Basic Contribution Accounts of all eligible Participants, also known as the
Basic Contribution Account, regardless of the number of hours of service worked
in any Plan Year and regardless of whether or not employed by the Employer on
the last day of the Plan
Year.  The Basic Contribution 

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

       

      shall be
equal to 8% of
Compensation for all eligible Participants.  Any additional
Discretionary Profit Sharing Contributions will be allocated in proportion to
their Compensation as compared to the Compensation of other Participants, while
a Participant, for the Plan Year.  No hours of service are required to
receive this contribution.  A Participant shall share in the Basic
Contribution and any additional Discretionary Profit Sharing Contributions for
any Plan Year during which he retires, dies or suffers a
Disability.

      


      (b)         All
forfeited amounts attributable to the Basic and any additional Discretionary
Profit Sharing Contributions made in accordance with Section 4.5 shall, (subject
to Section 8.4) be used to reduce future Employer Matching Contributions as
provided in Section 8.3 for the Employer or Affiliate for whom the Participant
worked and/or to pay Plan expenses.

      


      4.6             Employee
Voluntary After-Tax Contributions.  Participants shall be
entitled to make voluntary Employee After-Tax Contributions to the Plan in an
amount equal to up to 15% of their Compensation on a
payroll by payroll basis.  All voluntary Employee
After-Tax Contributions shall be treated as “Employer Contributions” for
purposes of all discrimination, annual additions, and other limitations
contained in the Plan.

      


      4.7             Employee
Catch-Up Contributions.  All Employees who are eligible to make
Employee Savings Contributions under this Plan and who have attained age 50 before the close of the
calendar year shall be eligible to make “Catch-Up Contributions” in accordance
with, and subject to the limitations of Section 414(v) of the
Code.  Such Catch-Up Contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of
Sections 402(g) and 415 of the Code.  The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
applicable, by reason of the making of such Catch-Up
Contributions.  The procedures established under Sections 4.2 and 4.3
of the Code shall apply to all Employee Catch-Up Contributions.

      


      4.8             Employee
After-Tax Roth 401(k) Contributions.  Effective as of the date
selected by the Employer, Employee After-Tax Roth 401(k) Contributions shall be
permitted as provided in Article 24 and shall be allocated to a separate account
maintained for such deferrals as described in Sections 2.22 and
24.6.

      


      4.9             Rollover
Contributions.  In its sole discretion, the Administrator may
authorize the Plan to accept Rollover Contribu­tions of cash from any
Employee, whether or not the Employee is eligible to be a Participant in the
Plan, or to accept a Direct Rollover Contribution of an eligible rollover
distribution from another qualified plan.  Such funds shall be
accounted for in accordance with the provisions of Article
V.  Employees and Participants shall at all times have a 100% nonforfeitable interest
in any Rollover or Direct Rollover Contribution.

      


      4.10             Contributions
for Persons of Military Service.  Notwithstanding any provision
of this Plan to the contrary, all contributions with respect to periods of
Qualified Military Service shall 

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

       

      be
provided in a manner consistent with Section 414(u) of the Code, as
follows:

      


      (a)         Deferral
Contributions.  The Employer shall permit a reemployed
Participant (who is reemployed while his reemployment rights are protected by
law) to make additional Employee Savings, Catch-Up, After-Tax or Employee
After-Tax Roth 401(k) Contributions during the period which begins on the date
of the reemployment of such Participant and has the same length as the lesser
of:

      


      (i)           The
product of 3 and the
period of Qualified Military Service which resulted in such rights,
and

      


      
        	
                 
      

              	
                (ii)

              	
                5
  years.

              


      

      


      The amount
of additional Employee Savings, Catch-Up, After-Tax or Employee After-Tax Roth
401(k) Contributions permitted under this Section 4.10(a) is the maximum amount
of the Employee Savings, Catch-Up, After-Tax or Employee After-Tax Roth 401(k)
Contributions that the Participant would have been permitted to make under the
Plan during the period of Qualified Military Service if the Participant had
continued to be employed by the Employer during such period and received
Compensation as determined under Section 4.10(e).  Proper adjustment
shall be made to the amount determined under the preceding sentence for any
Employee Savings, Catch-Up, After-Tax or Employee After-Tax Roth 401(k)
Contributions actually made during the period of such Qualified Military
Service.

      


      (b)         Matching
Contributions.  The Employer shall make a Matching Contribution
on behalf of a Participant with respect to any additional Employee Savings,
Catch-Up, After-Tax Contributions made by the Participant pursuant to Section
4.10(a) on the same basis Matching Contributions would have been made under
Section 4.4 had Employee Savings, Catch-Up, After-Tax or Employee After-Tax Roth
401(k) Contributions actually been made during the period of Qualified Military
Service.

      


      (c)         Qualified
Employer Contributions.  The Company shall contribute to the
Plan, on behalf of each Participant who returns from Qualified Military Service
as described in Section 4.10, an amount equal to the Qualified Employer
Contributions that would have been required under Sections 4.4 and 4.5 had such
Participant continued to be employed and received Compensation during the period
of Qualified Military Service.

      


      (d)         Limitation
on Crediting of Earnings and Forfeitures.  Nothing in this
Section 4.10 shall be construed as requiring: (i) any crediting of earnings to a
Participant with respect to any Employee Savings, Catch-Up, After-Tax or
Employee After-Tax Roth 401(k) Contribution or Matching Contribution before such
contribution is actually made; or (ii) any allocation of any forfeiture with
respect to the period of Qualified Military Service.

      


      (e)         Compensation.  For
purposes of this Section 4.10, a reemployed Participant 

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

       

      shall be
treated as receiving Compensation and Section 415 Compensation during a period
of Qualified Military Service equal to:

      


      (i)           The
Compensation and Section 415 Compensation the Participant would have received
during such period if the Participant were not in Qualified Military Service,
determined based on the rate of pay the Participant would have received from the
Employer but for absence during the period of Qualified Military Service,
or

      


      (ii)           If
the Compensation and Section 415 Compensation the Participant would have
received during such period was not reasonably certain, the Participant’s
average Compensation during the 12-month period immediately
preceding the Qualified Military Service (or, if shorter, the period of
employment immediately preceding the Qualified Military Service).

      


      (f)         Inapplicability
of Certain Limitations. If any contributions are made by a Participant or
the Employer in accordance with this Section 4.10:

      


      (i)           Any
such contribution shall not be subject to any otherwise applicable limitation
contained in, and the Plan shall not be treated as failing to meet the
requirements of Article IV, and shall not be taken into account in applying such
limitations to other contributions or benefits under the Plan with respect to
the year in which the contribution is made;

      


      (ii)           Any
such contribution shall be subject to the limitations referred to in this
Section 4.11(f)(i) with respect to the year to which the contribution relates
(in accordance with rules prescribed by the Secretary of the Treasury);
and

      


      (iii)           The
Plan shall not be treated as failing to meet the requirements of Article IV by
reason of such contributions.

      


      4.11             Employer
Contribution Limitation.  In no event shall contributions be
made in excess of the amount deductible under Section 404(a) of the Code or any
equivalent section of any federal law now or hereafter in effect, subject,
however, to any Top Heavy contributions required under Section 6.2.

      


      4.12             Contributions
Not Limited to Net Earnings.  Employer contributions may be
made to the Plan whether or not any Net Earnings shall exist.

      


      4.13             Timing of
Contributions.  The amount of the Employer's contribution to
the Plan for each year shall be paid to the Trustee(s) either in a single
payment or in installments, not later than the last day of the period provided
for the payment of a deductible contribution (including extensions thereof) for
such Plan Year under the Code.  Notwithstanding the above, all
contributions attributable to Employee Savings Catch-Up or After-Tax
Contributions shall be paid to the Trustee as soon as is reasonably possible
after the reduction of all Participants' Compensation on account of


       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

       

      such
contributions, but in no event later than the 15th business day of the
month following the month in which the wages from which such participant
contributions are withheld, are paid.

      


      4.14             Calendar
Year Limitation on Employee Savings Contribution Election.  For
any calendar year, the Employee Savings Contributions allo­cated on behalf
of a Participant under this and any other quali­fied retirement plan which
permits Employee pre-tax contributions shall not exceed $15,500 (in 2007), or such
other amount as may be permitted under Section 402(g) of the Code.  To
the extent necessary to satisfy this limitation for any year:

      


      (a)         Elections
under this Section shall be prospectively restricted; and

      


      (b)         After
application of Subsection (a), the excess Employee Savings Contributions (with
earnings thereon, but reduced by any amounts previously distributed) shall be
paid to the Participant on or before the April 15th
following the end of the calendar year.

      


      If the
Employee Savings Contributions plus the elective deferrals (as defined in
Section 402(g)(3) of the Code and Treas. Reg. Section 1.402(g)-1(b)) under any
other plan for any Participant exceed such limitation for any calendar year,
upon the written request of the Participant made on or before the March 1 first
following such calendar year, the excess, including any earnings attributable
thereto, shall be paid to the Participant on or before April 15 first following
such calendar year.

      


      4.15             Limitation
on Employee Savings and Matching Contributions.

      


      (a)         ADP
Test. For any
Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees
who are eligible to participate in the Plan shall not exceed the greater
of:

      


      (1)           125% of the Actual Deferral
Percentage for all other eligible Employees who are eligible to participate in
the Plan; or

      


      (2)           The
lesser of:

      


      (A)           200% of the Actual Deferral
Percentage for all other Employees who are eligible to participate in the Plan;
or

      


      (B)           2% plus the Actual Deferral
Percentage for all other Employees who are eligible to participate in the
Plan.

      


      (b)         ACP
Test.  For any Plan
Year, the Contribution Percentage for the Highly Compensated Employees who are
eligible to participate in the Plan shall not exceed the greater
of:

      


      (1)           125% of the Contribution
Percentage for all other Employees who are eligible to participate in the Plan;
or

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

       

      (2)           The
lesser of:

      


      (A)           200% of the Contribution
Percentage for all other Employees who are eligible to participate in the Plan;
or

      


      (B)           2% plus the Contribution
Percentage for all other Employees who are eligible to participate in the
Plan.

      


      (c)         If
the Plan and any other plan(s) maintained by the Employer and its Affiliates are
treated as a single plan, as provided under Treas. Reg. Section
1.401(k)-1(b)(3), for purposes of Section 401(a)(4) or Section 410(b) of the
Code (other than Section 410(b)(2)(A)(ii) of the Code), the limitations in
Subsections (a) through (d) of this Section shall be applied by treating the
Plan and such other plan(s) as a single plan.  Effective for Plan
Years beginning after December 31, 1989, a plan may not be aggregated with
another plan having a different plan year.

      


      (d)         The
Actual Deferral Percentage for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Employee Savings
Contributions made on his behalf under 2 or more qualified retirement
plans that are maintained by the Employer and any Affiliate (excluding plans
that are not permitted to be aggregated under Treas. Reg. Section
1.401(k)-1(b)(3)(ii)(B)) shall be determined as if such Employee Savings
Contributions were made under a single arrangement.

      


      (e)         The
application of this Section shall satisfy Sections 401(k) and 401(m) of the Code
and regulations thereunder and such other requirements as may be prescribed by
the Secretary of the Treasury.

      


      (f)         Notwithstanding
any provision to the contrary, if any Participant's Salary Deferral
Contributions are returned to Highly Compensated Employees, the applicable
Matching Contributions shall be forfeited by Highly Compensated
Employees.

      


      (g)         Revised
ADP Test.  Any reference to the manner in which excess
contributions are returned to Highly Compensated Employees shall be supplemented with the
following provisions, except to the extent the previous provisions of this
Section 4.15 are required to perform any testing:

      


      (1)           Determination
of Actual Deferral Percentage Test.  The Actual Deferral
Percentage ("ADP") Test may be satisfied by either using the Actual Deferral
Percentage for Highly Compensated Employees determined in each Plan Year, or the
Employer may elect to utilize the ADP Test for all Non-Highly Compensated
Employees ("NHCEs") for the prior Plan Year in accordance with the SBJPA and IRS
Notice 97-2.  Beginning in the 2004 Plan Year, the Employer elects the
following:

      


      
        	
                 
      

              	
                [ x
      ]

              	
                Section
      4.15 of the Plan is amended to use the Actual Deferral
  

              


      

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

       

      
        Percentage
("ADP") for Participants who are Highly Compensated Employees for the current Plan Year and the ADP
for Participants who are Non-Highly Compensated Employees for the preceding Plan Year in
performing the nondiscrimination testing required under Section 4.17 for the
current Plan Year


      

      
        	
                 
      

              	
                [   ]

              	
                Section
      4.15 of the Plan is amended to provide that with respect to Non-Highly
      Compensated Employees, the Plan may use the current Plan Year rather than
      the preceding Plan Year at the election of the Employer. However, if this
      election is made, it may not
      be  changed except as provided by the Secretary of the
      Treasury.

              


      

      


      (2)           Special
Rule for the First Plan Year.  In the case of the first Plan
Year other than a successor plan, the amount taken into account as the ADP of
Non-Highly Compensated Employees for the preceding Plan Year shall be 3% or, at the Employer's
election, the ADP for that Plan Year.

      


      (h)         Revised
ACP Test.  Any reference to the manner in which excess
contributions are returned to Highly Compensated Employees shall be deleted and
replaced with the following provisions, except to the extent the previous
provisions of this Section 4.15 are required to perform any
testing:

      


      (1)           Determination
of Actual Compensation Percentage Test.  The Actual
Compensation Percentage ("ACP") Test may be satisfied by either using the Actual
Compensation Percentage for Highly Compensated Employees determined in each Plan
Year, or the Employer may elect to utilize the ACP Test for all Non-Highly
Compensated Employees ("NHCEs") for the prior Plan Year in accordance with the
SBJPA and IRS Notice 97-2.  Beginning in the 2004 Plan Year, the
Employer elects the following:

      


      
        	
                 
      

              	
                [ x
      ]

              	
                Section
      4.15 of the Plan is amended to use the Actual Contribution Percentage
      ("ACP") for Participants who are Highly Compensated Employees for the
      current Plan Year and the ACP for Participants who are Non-Highly
      compensated employees for
      the preceding Plan Year in performing the nondiscrimination testing
      required under Section 4.16 for the current Plan
  Year.

              


      

      


      
        	
                 
      

              	
                [   ]

              	
                Section
      4.15 of the Plan is amended to provide that with respect to Non-Highly
      Compensated Employees, the Plan may use the current Plan Year rather than
      the preceding Plan year at the election of the
      Employer.  However, if such election is made, it may not be changed except as
      provided by the Secretary of the
Treasury.

              


      

      


      (2)           Special
Rule for the First Plan Year.  In the case of the first Plan


       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

       

      Year other
than a successor plan, the amount taken into account as the ACP of Non-Highly
Compensated Employees for the preceding Plan Year shall be 3% or, at the Employer's
election, the ACP for that Plan Year.

      


      4.16             Final
401(k) Regulation Changes.  In order to comply with the Final
401(k) Regulations, the following new administrative testing rules shall apply,
effective as of January 1, 2006:

      


      (a)           Targeted
Contribution Limit. Qualified Nonelective
Contributions (as defined in Treasury Regulation Section 1.401(k)-6) cannot be taken into account
in determining the Actual Deferral Ratio (ADR) for a Plan Year for a Non-Highly
Compensated Employee (NHCE) to the extent such contributions exceed the product
of that NHCE’s Section 414(s) compensation and the greater of 5% or 2 times the Plan's "representative contribution
rate." Any Qualified Nonelective Contribution taken into account under an
Actual Contribution Percentage (ACP) test under Treasury Regulation Section
1.401(m)-2(a)(6) (including the determination of the representative contribution
rate for purposes of Treasury Regulation Section 1.401(m)-2(a)(6)(v)(B)), is not
permitted to be taken into account for purposes of this Section (including the
determination of the "representative contribution rate" under this Section). For
purposes of this Section:

      


      (i)           The
Plan's "representative contribution rate" is the lowest "applicable contribution
rate" of any eligible NHCE among a group of eligible NHCEs that consists of half
of all eligible NHCEs for the Plan Year (or, if greater, the lowest "applicable
contribution rate" of any eligible NHCE who is in the group of all eligible
NHCEs for the Plan Year and who is employed by the Employer on the last day of
the Plan Year); and

      


      (ii)           The
"applicable contribution rate" for an eligible NHCE is the sum of the Qualified
Matching Contributions (as defined in Treasury Regulation Section 1.401(k)-6)
taken into account in determining the ADR for the eligible NHCE for the Plan
Year and the Qualified Nonelective Contributions made for the eligible NHCE for
the Plan Year, divided by the eligible NHCE's Section 414(s) compensation for
the same period.

      


      Notwithstanding
the above, Qualified Nonelective Contributions that are made in connection with
an Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46
Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965),
Public Law 89-286, or similar legislation can be taken into account for
a Plan Year for an NHCE to the extent such contributions do not exceed 10% of that NHCE’s Section
414(s) compensation.

      


      Qualified
Matching Contributions may only be used to calculate an ADR to the extent that
such Qualified Matching Contributions are matching contributions that are not
precluded from being taken into account under the ACP test for the Plan Year
under the rules of Treasury Regulation Section 1.401(m)-2(a)(5)(ii) and as set
forth in Section 5(a) of this Amendment.

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
 

      (b)           Limitation
on QNECs and QMACs.  Qualified Nonelective Contributions and
Qualified Matching Contributions cannot be taken into account
to determine an ADR to the extent such contributions are taken into
account for purposes of satisfying any other ADP test, any ACP test, or the
requirements of Treasury Regulation Sections 1.401(k)-3, 1.401(m)-3, or
1.401(k)-4. Thus, for example, matching contributions that are made pursuant to
Treasury Regulation Section 1.401(k)-3(c) cannot be taken into account under the
ADP test. Similarly, if a plan switches from the current year
testing method to the prior year testing method pursuant to Treasury Regulation
Section 1.401(k)-2(c), Qualified Nonelective Contributions that are taken into
account under the current year testing method for a year may not be taken into
account under the prior year testing method for the next year.

      


      (c)           ADR of
HCE if Multiple Plans. The Actual Deferral
Ratio (ADR) of any Participant who is a Highly Compensated Employee (HCE) for
the Plan Year and who is eligible to have Elective Contributions (as defined in
Treasury Regulation Section 1.401(k)-6) (and Qualified Nonelective Contributions
and/or Qualified Matching Contributions, if treated as Elective Contributions
for purposes of the ADP test) allocated to such Participant's accounts under
2 or more cash or
deferred arrangements described in Section 401(k) of the Code, that are
maintained by the same Employer, shall be determined as if such Elective
Contributions (and, if applicable, such Qualified Nonelective Contributions
and/or Qualified Matching Contributions) were made under a single arrangement.
If an HCE participates in two or more cash or deferred arrangements of the
Employer that have different Plan Years, then all Elective Contributions made
during the Plan Year being tested under all such cash or deferred arrangements
shall be aggregated, without regard to the plan years of the other plans.
However, for Plan Years beginning before the effective date of this Amendment,
if the plans have different Plan Years, then all such cash or deferred
arrangements ending with or within the same calendar year shall be treated as a
single cash or deferred arrangement. Notwithstanding the foregoing, certain
plans shall be treated as separate if mandatorily disaggregated under the
Treasury Regulations of Section 401(k) of the Code.

      


      (d)           Plans
Using Different Testing Methods for the ADP and ACP
Test.  Except as otherwise provided in this Section, the Plan
may use the current year testing method or prior year testing method for the ADP
test for a Plan Year without regard to whether the current year testing method
or prior year testing method is used for the ACP test for that Plan Year.
However, if different testing methods are used, then the Plan cannot
use:

      


      (i)           The
recharacterization method of Treasury Regulation Section 1.401(k)-2(b)(3) to
correct excess contributions for a Plan Year;

      


      (ii)           The
rules of Treasury Regulation Section 1.401(m)-2(a)(6)(ii) to take Elective
Contributions into account under the ACP test (rather than the ADP test);
or

      


      (iii)           The
rules of Treasury Regulation Section 1.401(k)-2(a)(6)(v) to take Qualified
Matching Contributions into account under the ADP test (rather than the ACP
test).

       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      
 

      (e)           Adjustment
to ADP Test.

      


      (i)           Distribution
of Income Attributable to Excess Contributions. Distributions of Excess
Contributions must be adjusted for income (gain or loss), including an
adjustment for income for the period between the end of the Plan Year and the
date of the distribution (the "gap period"). The
Administrator has the
discretion to determine and allocate income using any of the methods set
forth below:

      


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

      


      (B)           Alternative
Method of Allocating Income. The Administrator may allocate income to
Excess Contributions for the Plan Year by multiplying the income for the Plan
Year allocable to the Elective Contributions and other amounts taken into
account under the ADP test (including contributions made for the Plan Year), by
a fraction, the numerator of which is the Excess Contributions for the Employee
for the Plan Year, and the denominator of which is the sum of the:

      


      (1)           Account
balance attributable to Elective Contributions and other amounts taken into
account under the ADP test as of the beginning of the Plan Year,
and

      


      (2)           Any
additional amount of such contributions made for the Plan Year.

      


      (C)           Safe
Harbor Method of Allocating Gap Period Income. The Administrator may
use the safe harbor method in this paragraph to determine income on Excess
Contributions for the gap period. Under this safe harbor method, income on
Excess Contributions for the gap period is equal to 10% of the income allocable to
Excess Contributions for the Plan Year that would be determined under paragraph
(ii) above, multiplied by the number of calendar months that have elapsed since
the end of the Plan Year. For purposes of calculating the number of calendar
months that have elapsed under the safe harbor method, a corrective distribution
that is made on or before the 15th day of a month is treated
as made on the last day of the preceding month and a distribution made after the
15th
day of a month is treated as made on the last day of the month.

      


      (D)           Alternative
Method for Allocating Plan Year and Gap Period Income. The Administrator
may determine the income for the aggregate of the Plan Year and the gap period,
by applying the alternative method provided by paragraph (ii) above to this
aggregate period. This is accomplished by (1) substituting the income for the
Plan Year and the gap period, for 

       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

       

      the income
for the Plan Year; and (2) substituting the amounts taken into account under the
ADP test for the Plan Year and the gap period, for the amounts taken into
account under the ADP test for the Plan Year in determining the fraction that is
multiplied by that income.

      


      (ii)           Corrective
Contributions.  If a failed ADP test is to be corrected by
making an Employer Contribution, then the provisions of the Plan for the
corrective contributions shall be applied by limiting the contribution made on
behalf of any NHCE pursuant to such provisions to an amount that does not exceed
the targeted contribution limits of Section 4.16(a) of the Plan, or in the case
of a corrective contribution that is a Qualified Matching Contribution, the
targeted contribution limit of Section 4.16(f) of this Plan.

      


      (iii)           Pension
Protection Act of 2006.  The Pension Protection Act of 2006
(“PPA”) enacted new Section 401(k) rules, whereby “gap period” income need not
be paid for Plan Years beginning on or after January 1,
2008.  This Amendment will be further revised to conform with
any guidance issued under PPA when the Plan is next amended and restated, or
when otherwise required to maintain the qualified status of the
Plan.

      


      (f)           Actual
Contribution Percentage (“ACP”) Test.

      


      (i)           Targeted
Matching Contribution Limit.  A Matching Contribution with
respect to an Elective Contribution for a Plan Year is not taken into account
under the Actual Contribution Percentage (ACP) test for an NHCE to the extent it
exceeds the greatest of:

      


      (A)           5% of the NHCE's Section
414(s) Compensation for the Plan Year;

       

      (B)           The
NHCE's Elective Contributions for the Plan Year; and

      


      (C)           The
product of 2 times the
Plan’s "representative matching rate" and the NHCE's Elective Contributions for
the Plan Year.

      


      For
purposes of this Section, the Plan’s "representative matching rate" is the
lowest "matching rate" for any eligible NHCE among a group of NHCEs that
consists of half of all eligible NHCEs in the Plan for the Plan Year who make
Elective Contributions for the Plan Year (or, if greater, the lowest "matching
rate" for all eligible NHCEs in the Plan who are employed by the Employer on the
last day of the Plan Year and who make Elective Contributions for the Plan
Year).

      


      For
purposes of this Section, the "matching rate" for an Employee generally is the
matching contributions made for such Employee divided by the Employee’s Elective
Contributions for the Plan Year. If the matching rate is not the same for all
levels of Elective Contributions for an Employee, then the Employee’s "matching
rate" is determined assuming that an Employee’s Elective Contributions are equal
to 6% of Section 414(s)
Compensation.

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      
 

      If the
Plan provides a Match with respect to the sum of the Employee’s After-Tax
Employee Contributions and Elective Contributions, then for purposes of this
Section, that sum is substituted for the amount of the Employee’s Elective
Contributions in subsections 4.16(f)(ii) and (iii) above and
in  determining the "matching rate," and Employees who make either
After-Tax Employee Contributions or Elective Contributions are taken into
account in determining the Plan's "representative matching
rate."  Similarly, if the Plan provides a Match with respect to the
Employee’s After-Tax Employee Contributions, but not Elective Contributions,
then for purposes of this subsection, the Employee’s After-Tax Employee
Contributions are substituted for the amount of the Employee’s Elective
Contributions in Section 4.16(f)(ii) and (iii) above and in determining the
"matching rate," and Employees who make After-Tax Employee Contributions are
taken into account in determining the Plan's "representative matching
rate."

      


      (ii)           Targeted
QNEC Limit.  Qualified Nonelective Contributions (as defined in
Treasury Regulation Section 1.401(k)-6) cannot be taken into account under the
Actual Contribution Percentage (ACP) test for a Plan Year for an NHCE to the
extent such contributions exceed the product of that NHCE’s Section 414(s)
Compensation and the greater of 5% or 2 times the Plan's
"representative contribution rate." Any Qualified Nonelective Contribution taken
into account under an Actual Deferral Percentage (ADP) test under Treasury
Regulation Section 1.401(k)-2(a)(6) (including the determination of the
"representative contribution rate" for purposes of Treasury Regulation Section
1.401(k)-2(a)(6)(iv)(B)) is not
permitted to be taken into account for purposes of this Section
(including the determination of the "representative contribution rate" for
purposes of subsection 4.16(f)(ii)(A) below).  For purposes of this
Section:

      


      (A)           The
Plan's "representative contribution rate" is the lowest "applicable contribution
rate" of any eligible NHCE among a group of eligible NHCEs that consists of half
of all eligible NHCEs for the Plan Year (or, if greater, the lowest "applicable
contribution rate" of any eligible NHCE who is in the group of all eligible
NHCEs for the Plan Year and who is employed by the Employer on the last day of
the Plan Year); and

      


      (B)           The
"applicable contribution rate" for an eligible NHCE is the sum of the matching
contributions (as defined in Treasury Regulation Section 1.401(m)-1(a)(2)) taken
into account in determining the ACR for the eligible NHCE for the Plan Year and
the Qualified Nonelective Contributions made for that NHCE for the Plan Year,
divided by that NHCE's Section 414(s) Compensation for the Plan
Year.

      


      Notwithstanding
the above, Qualified Nonelective Contributions that are made in connection with
an Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46
Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965),
Public Law 89-286, or similar legislation can be taken into account for a Plan
Year for an NHCE to the extent such contributions do not exceed 10% of that NHCE’s Section
414(s) Compensation.

      


      (iii) ACR of
HCE if Multiple Plans. The Actual Contribution
Ratio (ACR) for any Participant who is a Highly Compensated Employee (HCE) and
who is eligible to 

       

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

       

      have
Matching Contributions or After-Tax Employee Contributions allocated to his or
her account under 2 or
more plans described in Section 401(a), or arrangements described in Section
401(k) that are maintained by the same Employer, shall be
determined as if the total of such contributions was made under each plan and
arrangement. If an HCE participates in 2 or more such plans or
arrangements that have different plan years, then all Matching Contributions and
After-Tax Employee Contributions made during the Plan Year being tested under
all such plans and arrangements shall be aggregated, without regard to the plan
years of the other plans. For Plan Years beginning before the effective date of
this Section, all such plans and arrangements ending with or within the same
calendar year shall be treated as a single plan or arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under the Treasury Regulations of Section 401(m).

      


      (iv)           Plans
Using Different Testing Methods for the ACP and ADP
Test.  Except as otherwise provided in this Section, the Plan
may use the current year testing method or prior year testing method for the ACP
test for a Plan Year without regard to whether the current year testing method
or prior year testing method is used for the ADP test for that Plan Year.
However, if different testing methods are used, then the Plan cannot
use:

      


      (A)           The
recharacterization method of Treasury Regulation Section 1.401(k)-2(b)(3) to
correct excess contributions for a Plan Year;

      


      (B)           The
rules of Treasury Regulation Section 1.401(m)-2(a)(6)(ii) to take Elective
Contributions into account under the ACP test (rather than the ADP test);
or

      


      (C)           The
rules of Treasury Regulation Section 1.401(k)-2(a)(6) to take Qualified Matching
Contributions into account under the ADP test (rather than the ACP
test).

      


      (g)           Adjustment
to ACP Test.

      


      (i)           Distribution
of Income attributable to Excess Aggregate
Contributions.  Distributions of Excess Aggregate Contributions
must be adjusted for income (gain or loss), including an adjustment for income
for the period between the end of the Plan Year and the date of the distribution
(the "gap period"). For
the purpose of this Section, "income" shall be determined and allocated in
accordance with the provisions of Section 4.16(e) of the Plan, except that such
Section shall be applied by substituting "Excess Contributions" with "Excess
Aggregate Contributions" and by substituting amounts taken into account under
the ACP test for amounts taken into account under the ADP test.

      


      (ii)           Corrective
Contributions. If a failed ACP test is to be corrected by making an
Employer Contribution, then the provisions of the Plan for the corrective
contributions shall be applied by limiting the contribution made on behalf of
any NHCE pursuant to such provisions to an amount that does not exceed the
targeted contribution limits of Sections 4.16(f)(i) and (ii) of the
Plan.

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

       

      4.17             Prevention
of Violation of Limitation on Employee Savings Contributions and Matching
Contributions.  The Administrator shall monitor the level of
Participants' Employee Savings Contributions and Matching Contributions and
elective deferrals, employee contributions, and Employer Matching Contributions
under any other qualified retirement plan maintained by the Employer and any
Affiliate to insure against exceeding the limits of Sections 4.15 and
4.16.  If the Administrator determines that the limits of Sections
4.15 or 4.16 have been exceeded, it shall take the appropriate following actions
for such Plan Year:

      


      (a)        (1)           The
Actual Deferral Percentage for Highly Compensated Eligible Employees shall be
reduced to the extent necessary to satisfy Sections 4.15 or 4.16.

      


      (2)           The
reduction shall be accomplished by reducing the maximum Actual Deferral
Percentage for any Highly Compensated Employee to an adjusted maximum Actual
Deferral Percentage which shall be the highest if each Highly Compensated
Eligible Employee with a high Actual Deferral Percentage had instead the
adjusted maximum Actual Deferral Percentage, reducing the Highly Compensated
Employees' Employee Savings Contributions and elective deferrals under any other
qualified retirement plan maintained by the Employer or any Affiliate (less any
amounts previously distributed under Sections 4.15 or 4.16 for the year) in
order, beginning with the Highly Compensated Employee(s) with the highest Actual
Deferral Percentage, until Sections 4.15 or 4.16 are satisfied; provided,
however, that excess contribution shall be allocated to eligible Employee who
are subject to the family member aggregation rules of Section 415(q)(6) of the
Code in the manner prescribed by regulations.

      


      (3)           Method of
Distribution of Excess Contributions (Section
401(k)(8)(c)).  In returning excess contributions if the ADP
Test is not satisfied, in accordance with Sections 4.15 or 4.16, the Employer
shall return all Excess Contributions by reducing all Highly Compensated
Employees with the highest actual Employee Savings Contributions withheld for
the current Plan Year on the basis of dollars contributed, in a uniform manner,
until the ADP Test is satisfied.  This action is required under SBJPA,
and shall be undertaken in accordance with IRS Notice 97-2, and the following
procedures:

      


      (A)          The
dollar amount of excess contributions is computed for each affected Highly
Compensated Employee ("HCE") in accordance with the provisions currently in
effect.

      


      (B)          The
excess contributions are distributed in the following manner;

      


      (i)           This
amount will be distributed to the HCE with the highest dollar
amount.

      


      (ii)           Reduce
the applicable contributions of the HCE's beginning with the HCE with the highest dollar amount, to
equal the dollar amount of the HCE with the next highest dollar amount of
contributions.

       

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      
 

      (C)           Repeat
the procedures in Item (ii) above, until total excess contributions are
distributed.

      


      If the
above distributions are made, the ADP is treated as meeting the
nondiscrimination test of Section 401(k)(3) of the Code regardless of whether
the ADP, if recalculated after distributions, would satisfy Section 401(k)(3) of
the Code.

      


      The above
procedures are also used for the purposes of recharacterizing excess
contributions under Section 401(k)(8)(A)(ii) of the Code.

      


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

      


      (4)           (A)           To
the extent practicable, the Administrator shall prospectively limit a Highly
Compensated Employee's Employee Savings Contributions to reduce his Actual
Deferral Percentage to the extent necessary to satisfy Sections 4.15 and
4.16.

      


      (B)           In
addition, not later than 21⁄2 months after the close of
the Plan Year (but in no event later than 12 months after the end of the
Plan Year) for which such contributions were made, the remaining difference
between a Highly Compensated Employee's Actual Deferral Percentage and the
Highly Compensated Employee's maximum permissible Actual Deferral Percentage,
shall be paid to the Highly Compensated Employee, with earnings attributable
thereto.

      


      (5)           Determination
of Income or Loss.  The income or loss allocable to excess
contributions attributable to Employee Savings Contributions and/or Matching
Contributions shall be determined by multiplying the income or loss allocable to
the Participant's Employee Savings and/or Matching Contributions (taking into
consideration realized or unrealized appreciation (depreciation) on the sale of
assets attributable to such income or loss), as applicable, for the
Participant's taxable year calculated for such taxable year and for the period
from the end of such taxable year to the date of distribution by a
fraction.  The numerator of the fraction is such Participant's excess
Employee Savings Contributions and/or Matching Contributions, as applicable, for
such taxable year, and the denominator is the sum of (i) the total of the
Participant's Account Balance attributable to Employee Savings Contributions
and/or Matching Contributions, as applicable, as of the beginning of the taxable
year, plus (ii) the Participant's Employee Savings Contributions and/or Matching
Contributions, as applicable for the taxable year and for the period from the
end of the year until the date of distribution.

      


                   (b)         (1)           The
Contribution Percentage for the Highly Compensated Employees shall be reduced to
the extent necessary to satisfy at least one of the tests in Sections 4.15 or
4.16.

       

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      
 

      (2)           The
reduction shall be accomplished by reducing the maximum Contribution Percentage
for any Highly Compensated Employee to an adjusted maximum Contribution
Percentage, which shall be the highest Contribution Percentage that would cause
one of the tests in Sections 4.15 or 4.16 to be satisfied, if each Highly
Compensated Employee with a higher Contribution Percentage had instead the
adjusted maximum Contribution Percentage, reducing, in the following order of
priority, the Highly Compensated Employees' Matching Contributions and employee
contributions and employer matching contributions under any other qualified
retirement plan maintained by the Employer or an Affiliate, in order beginning
with the Highly Compensated Employee(s) with the highest Contribution
Percentage; provided, however, that excess contributions shall be allocated to
eligible Employees who are subject to the family member aggregation rules of
Section 414(q)(6) of the Code in the manner prescribed in
regulations.

      


      (3)           In
addition, not later than 21⁄2 months after the close of
the Plan Year for which such contributions were made, the remaining difference
between a Highly Compensated Employee's Contribution Percentage and the Highly
Compensated Employee's adjusted maximum Contribution Percentage, with earnings
attributable thereto, at the Administrator's direction, shall be treated as a
forfeiture of the Highly Compensated Employee's Matching Contributions for the
Plan Year to the extent such contributions are forfeitable (which forfeiture
shall be used to reduce future Matching Contributions), or paid to the Highly
Compensated Employee to the extent such contributions are nonforfeitable;
provided, however, that, for any Participant who is also a participant in any
other qualified retirement plan maintained by the Employer or any Affiliate
under which the Participant makes employee contributions or is credited with
employer matching contributions for the year, the Administrator shall coordinate
corrective actions under this Plan and such other plan for the
year.  Effective as of January 1, 2008, the 21⁄2 month period of time shall
be extended to 6 months
as permitted under PPA for Eligible Automatic Contribution Arrangements
(“EACAs”)

      


      (c)         The
Administrator shall also take all appropriate steps in order to meet the
multiple use of alternative test contained in Section 4.15.

      


      (d)         Notwithstanding
any other provision to the contrary, the amount of excess contributions to be
distributed or recharacterized shall be reduced by excess deferrals previously
distributed for the taxable year ending in the same Plan Year, and excess
deferrals to be distributed for a taxable year will be reduced by excess
contributions previously distributed or recharacterized for the Plan Year
beginning in such taxable year.

      


      (e)         Method of
Distribution of Excess Aggregate Contributions (Section
401(m)(6)(c)).  In returning excess contributions if the ACP
Test is not satisfied, in accordance with Section 4.15, the Employer shall
return all Excess Aggregate Contributions by reducing all Highly Compensated
Employees with the highest actual Matching Contributions withheld for the
current Plan Year on the basis of dollars contributed, in a uniform manner,
until the ACP Test is satisfied.  Any distribution of the Excess
Aggregate Contributions for any Plan Year shall be made to Highly Compensated
Employees on the basis of the amount of contributions by, or on behalf of, each
of such Employee.  Forfeitures of Excess Aggregate Contributions may
not be allocated to
Participants 

       

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

       

      whose
contributions are reduced under this paragraph.  This action is
required under SBJPA, and shall be undertaken in accordance with IRS Notice 97-2
and the following procedures:

      


      Excess
Aggregate Contributions shall be distributed according to the following
procedures:

      


      (i)           The
dollar amount of Excess Aggregate Contributions is computed for each affected
Highly Compensated Employee ("HCE") in accordance with the provisions currently
in effect.

      


      (ii)           The
Excess Aggregate Contributions are distributed in the following
manner:

      


      (A)           Reduce
the applicable contributions of the HCE's beginning with the HCE with the
highest dollar amount, to equal the dollar amount of the HCE with the next
highest dollar amount of contributions.

      


      (B)           This
amount shall be distributed to the HCE with the highest dollar
amount.

      


      (iii)           Repeat
the procedures in Item (ii) above until total Excess Aggregate Contributions are
distributed.

      


      If the
above distributions are made, the ACP is treated as meeting the
nondiscrimination test of Section 401(m)(2) of the Code regardless of whether
the ACP, if recalculated after distributions, would satisfy Section 401(m)(2) of
the Code.

      


      For
purposes of Section 401(m)(9) of the Code, if a corrective distribution of
excess aggregate contributions has been made, the ACP for Highly Compensated
Employees is deemed to be the largest amount permitted under Section 401(m)(2)
of the Code."

      


      (f)         The
above corrective actions shall be revised, to the extent necessary, to comply
with Section 4.16 effective as of January 1, 2006.

      


      4.18             Maximum
Annual Additions.  The provisions of this Section shall be
construed to comply with Section 415 of the Code.

      


      (a)         As
provided under EGTRRA, for Limitation Years beginning after December 31, 2001,
except to the extent permitted under Section 4.7 addressing Catch-Up
Contributions and Section 414(v) of the Code, if applicable, the Annual Addition
that may be contributed or allocated to a Participant's Account under the Plan
for any Limitation Year shall not exceed the lesser
of:

      


      (i)           $40,000, as adjusted for
increases in the cost-of-living under Section 

       

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

       

      415(d) of
the Code, or ($45,000 in
2007)

      


      (ii)           100% of the Participant’s
Compensation, within the meaning of Section 415(c)(3) of the Code, for the
Limitation Year.

      


      The
Compensation limit referred to in (ii) shall not apply to any contribution for
medical benefits after separation from service (within the meaning of Section
401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an
Annual Addition.

      


      (b)         For
purposes of applying the limitations of Section 415 of the Code, "annual
additions" means the sum, determined for all qualified defined contribution
plans of the Employer or any 50% Affiliate, credited to a
Participant's accounts for any Limita­tion Year of (1) Matching
Contributions, Employee Savings Contributions and other Employer contributions;
(2) employee contribu­tions; (3) for­feitures; (4) amounts allocated,
after March 31, 1984, to an individual medical account, as defined in Section
415(l)(2) of the Code, which is part of a defined benefit plan maintained by the
Employer or any 50%
Affiliate; and (5) amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date, which are
attri­butable to post-retirement medical benefits allocated to the separate
account of a Key Employee under a welfare benefit plan (as defined in Section
419(e) of the Code) maintained by the Employer or any 50% Affiliate.

      


      (c)         For
purposes of applying the limitations of Section 415 of the Code, the following
are not "annual additions":  (1) transfer of funds from one qualified
plan to another; (2) rollover contributions (as defined in Sections 402(a)(5),
403(a)(4), and 408(d)(3) of the Code); (3) repayments of loans made to a
Participant from the Plan; (4) repayments of distributions received by an
Employee pursuant to Section 411(a)(7)(B) of the Code; (5) repayments of
distributions received by an Employee pursuant to Section 411(a)(3)(D) of the
Code; and (6) Employer contributions made on behalf of an Employee to a
simplified employee pension plan described in Code Section 408(k) of the Code to
the extent such contributions are deductible under Section 219(a) of the
Code.

      


      (d)         The
limitation stated in paragraph (a)(1) above may be adjusted annually as provided
in Section 415(d) of the Code pursuant to the regulations prescribed by the
Secretary of the Treasury.   The adjusted limitation is effective
as of January 1st of each calendar year and is applicable to Limitation Years
ending with or within that calendar year.

      


      (e)         All
qualified defined contribution plans maintained by the Employer shall be treated
as one defined contribution plan.

      


      (f)         If
a Participant participates in more than one defined contribution plan maintained
by the Employer which have different Plan Years, the maximum "annual additions"
under this Plan shall equal the maximum "annual additions" for the Limitation
Year minus any "annual additions" previously credited to such Participant's
accounts during the Limitation Year.

       

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      
 

      4.19             Adjustment
for Excessive Annual Additions.

      


      (a)         If,
as a result of the allocation of forfeitures, a reasonable error in estimating a
participant's Compensation, a reasonable error in determining the amount of
Employee Savings Contributions that may be made with respect to any Participant
under the Section 415 limitations or under such other circumstances as the
Internal Revenue Service may prescribe, the sum of all Employee Savings,
Matching, Catch-Up, Employee After-Tax Roth 401(k), Discretionary Profit
Sharing, and other Employer contributions; forfeitures and voluntary Employee
After-Tax Contributions, if any, allocated in any Limitation Year to any
Participant (prior to any distributions pursuant to Section 4.18) would cause
the "annual additions" under this Plan and any other defined contribution plans
maintained by the Employer and any Affiliate on behalf of a Participant to
exceed the applicable Section 415 limitations, the Participant's annual
additions shall be reduced as of any allocation date (the last day of the Plan
Year) by proportionately reducing Employer contributions under this Plan and
under any other plan maintained by the Employer, Forfeitures (if any), and any
Employee contributions to be allocated under this Plan on behalf of such
Par­ticipant in accordance with Section 4.19(b) below.

      


      (b)         If
as a result of Sections 4.19(a) the allocation of additions is reduced, such
reduction shall be made in the following order and manner provided such
reductions are made in accordance with Section 415 of the Code and the
regula­tions thereunder:

      


      (1)           If
the Participant is also a participant in any other qualified plan maintained by
the Employer, such participant's annual additions shall first be reduced in
accordance with the terms of such plan.

      


      (2)           Any
voluntary Employee After-Tax Contributions (plus earnings attributable thereto),
to the extent they would reduce the annual additions to the maximum permitted
amount, shall be returned to the Participant.

      


      (3)           Any
Employee Savings Contributions (adjusted for investment performance, if
ascertainable) to the extent they would reduce annual additions to the maximum
permitted amount, shall be distributed to the Participant.

      


      (4)           Any
Employee After-Tax Roth 401(k) Contributions (adjusted for investment
performance, if ascertainable) to the extent they would reduce annual additions
to the maximum permitted amount, shall be distributed to the
Participant.

      


      (5)           Any
Matching Contributions, to the extent they would reduce annual additions to the
maximum permitted amounts, shall be treated as a Matching Contribution for the
year and used to reduce the amount of Matching Contributions actually made for
such year and each succeeding year, if necessary.

      


      (6)           Any
Discretionary Profit Sharing Contributions, to the extent they 

       

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

       

      would
reduce annual additions to the maximum permitted amounts, shall be treated as an
additional Discretionary Profit Sharing Contribution for the year such reduction
would occur and be reallocated to Participants as of the last day of such year,
if necessary.

      


      (c)         In
the event any excess annual additions exist after application of the above
rules, such excess shall be held in a Suspense Account for use in reducing
Employer Contributions in the following Plan Year.

      


      4.20             QNECs.  Notwithstanding
any provisions in the Plan to the contrary, the Employer may, within its discretion,
make any qualifying nonelective contributions (“QNECs”) to the Plan for
nonhighly compensated employees, in the event that the Plan fails to satisfy the
Actual Deferral Percentage Test.

      


      4.21             QMACs.  Notwithstanding
any provisions in the Plan to the contrary, the Employer may, within its discretion,
make any qualified matching contributions (“QMACs”) to the Plan for nonhighly
compensated employees in the event that the Plan fails to satisfy the Actual
Contribution Percentage Test.

      


      4.22             Timing of
QNECs and QMACs.  In the event that any QNECs or QMACs are made
in accordance with Sections 4.20 or 4.21, due to the fact that the Employer has
elected to use the prior year method for ADP/ACP testing, any such contributions
shall be made to the Plan by the end of the Plan Year in which the ADP/ACP tests
are being performed.

       

       

      
        
          
          

        

        
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      ARTICLE
V

      ROLLOVERS AND DIRECT
ROLLOVERS

      


      5.1             Rollovers.

      


      (a)         Within
the discretion of the Administrator, the Plan may receive any amounts
theretofore received by a Participant from a qualified plan, either directly
within 60 days after
such receipt, or through the medium of an individual retirement account (IRA),
provided that such contribution does not consist of nor does the IRA contain any
assets other than those attributable to prior employer contributions under a
qualified plan.  In addition, with the discretion of the
Administrator, the Plan may receive a direct payment of "eligible rollover
distributions" (as defined in Article V) from another qualified plan, which
amounts shall be deemed "direct rollover" contributions.  No transfer
shall be permitted, however, unless in the opinion of legal counsel for the
Employer, the transfer will not jeopardize the tax exempt status of the Plan or
Trust or create adverse tax conse­quences for the Employer.  The
amounts transferred shall be set up in a separate account herein referred to as
a Participant's "Rollover Account."  Such account shall be fully
vested at all times and shall not be subject to Forfeiture for any
reason.

      


      (b)         Amounts
in a Participant's Rollover Account shall be held by the Trustees pursuant to
the provisions of this Plan, and such amounts shall not be subject to Forfeiture
for any reason and may not be withdrawn by, or distributed to the Participant,
in whole or in part, except as provided in Paragraph (c) of this
Section.

      


      (c)         At
Normal Retirement Date, or such other date when the Participant or his
Beneficiary shall be entitled to receive benefits, the fair market value of the
Participant's Rollover Account shall be paid to the Participant in accordance
with the provisions of this Plan.

      


      (d)         The
Administrator may direct that Employee trans­fers made pursuant to this
Section be segregated into a separate account for each Participant in a
federally insured savings account, certificate of deposit in a bank or savings
and loan association, money market certificate, or other short-term debt
security acceptable to the Trustees until such time as the allocations pursuant
to this Plan have been made.

      


      (e)         Unless
the Administrator directs that the Par­ticipant's Rollover Account be
segregated into a separate account for each Participant in a federally insured
savings account, certificate of deposit in a bank or savings and loan
association, money market certificate, or other short-term debt security
acceptable to the Trustees, it shall be invested as part of the general Trust
and shall share in any income earned thereon, any investment gains and losses
attributable thereto, less any expenses, pursuant to the terms of this
Plan.

      


      (f)         For
purposes of this Section the term "amounts transferred from another qualified
plan" shall mean:  (1) distributions received by an Employee from
another qualified Plan which are eligible for tax free rollover to a qualified
plan and which are transferred by the Employee 

       

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

       

      to this
Plan within 60 days
following his receipt thereof; (2) amounts transferred to this Plan from a
conduit individual retirement account provided that the conduit individual
retirement account has no assets other than assets which (A) were previously
distributed to the Employee by another qualified plan as a lump sum
distri­bution, (B) were eligible for tax free rollover to a qualified plan
and (C) were deposited in such conduit individual retirement account within
60 days of receipt
thereof and other than earnings on said assets; and (3) amounts distributed to
the Employee from a conduit individual retirement account meeting the
requirements of clause (2) above, and transferred by the Employee to this Plan
within 60 days of his
receipt thereof from such conduit in­dividual retire­ment
account.  Prior to accepting any transfers to which this Section
applies, the Administrator may require the Employee to establish that the
amounts to be trans­ferred to this Plan meet the requirements of this
Section and may also require the Employee to provide an opinion of counsel
satisfactory to the Employer that the amounts to be transferred meet the
requirements of this Section.

       

      (g)         The
Administrator shall not accept a distribution from any other qualified
retirement plan if the Administrator determines that the transfer of such
interest (1) would impose upon this Plan requirements as to the form of
distribution that would not otherwise apply herein, (2) would otherwise result
in elimination of Section 411(d)(6) protected benefits, or (3) would cause the
Plan to be a direct or indirect transferee of a plan to which the joint and
survivor annuity requirements of Sections 401(a)(11) and 417 of the Code
apply.

      


      5.2             Direct
Transfers.  No transfers which would cause the Plan to be a
direct or indirect transferee of a plan to which the joint and survivor annuity
requirements of sections 401(a)(11) and 417 of the Code apply shall be permitted
to be made to the Plan directly from another qualified plan in a direct Trustees
to Trustees transfer.

      


      5.3             Direct
Rollovers.  Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this Section,
a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

      


      For
purposes of this Section, the following definitions shall apply:

      


      (a)         Eligible
rollover distributions.  An eligible distribution is any distribution
of all or any portion of the balance to the credit of the distributee, except
that an eligible rollover distribution does not include:  any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee's designated beneficiary, or for a specified period of 10 years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code; and the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).

      


      (b)         Eligible
retirement plan.  An eligible retirement plan is an individual


       

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

       

      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.

      


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

      


      (d)         Direct
Rollover.  A direct rollover is a payment by the plan to the eligible
retirement plan specified by the distributee.

      


      (e)         Waiver
of Notice for Direct Rollovers.  As permitted under Revenue Procedure
93-47, if a distribution is one to which Sections 401(a)(11) and 417 of the Code
do not apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:

      


      (i)           The
Plan Administrator clearly informs the participant that the participant has a
right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option), and

      


      (ii)           The
participant, after receiving the notice, affirmatively elects a
distribution.

      


      5.4             Direct
Rollovers of Plan Distributions.  Effective for distributions
made after December 31, 2001, the following rules shall apply under
EGTRRA:

      


      (a)         Modification
of Definition of Eligible Retirement Plan.  For purposes of the
direct rollover provisions in Article V of the Plan, an eligible retirement plan
shall also mean an annuity contract described in Section 403(b) of the Code and
an eligible plan under Section 457(b) of the Code which is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to separately account
for amounts transferred into such plan from this Plan.  The definition
of eligible retirement plan shall also apply in the case of a distribution to a
surviving Spouse, or to a Spouse or former Spouse who is the alternate payee
under a qualified domestic relation order, as defined in Section 414(p) of the
Code.

      


      (b)         Modification
of Definition of Eligible Rollover Distribution to Exclude Hardship
Distributions.  For purposes of the direct rollover provisions
in Article V of the Plan, any 

       

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

       

      amount
that is distributed on account of hardship 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.

      


      (c)         Modification
of Definition of Eligible Rollover Distribution to Include After-Tax Employee
Contributions.   For purposes of the direct rollover
provisions in Article V of the Plan, a portion of a distribution shall not fail
to be an eligible rollover distribution merely because the portion consists of
Employee 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 Section 408(a) or (b) of
the Code, or to a qualified defined contribution plan described in Sections
401(a) or 403(a) of the Code 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.

      


      5.5             Rollovers
from Other Plans.  The Plan shall accept Participant rollover
contributions and/or direct rollovers of distributions made after December 31,
2001, from the types of plans specified below as of January 1,
2002:

      


      (a)         Direct
Rollovers.  The Plan shall accept a direct rollover of an eligible
rollover distribution from:

      


      
        	
                 
      

              	
                [   ]

              	
                A
      qualified plan described in Section 401(a) or 403(a) of the Code, excluding Employee
      After-Tax Contributions.

              


      

      


      
        	
                 
      

              	
                [ x
      ]

              	
                A
      qualified plan described in Section 401(a) or 403(a) of the Code, including Employee
      After-Tax Contributions.

              


      

      


      
        	
                 
      

              	
                [   ]

              	
                An
      annuity contract described in section 403(b) of the Code, excluding Employee
      After-Tax Contributions.

              


      

      


      
        	
                 
      

              	
                [ x
      ]

              	
                An
      eligible plan under Section 457(b) of the Code which is maintained by a
      state, political subdivision of a state, or any agency or instrumentality
      of a state or political subdivision of a
state.

              


      

      


      (b)         Participant
Rollover Contributions from Other Plans.  The Plan shall accept a Participant
contribution of an eligible rollover distribution
from:

      


      
        	
                 
      

              	
                [ x
      ]

              	
                A
      qualified plan described in Section 401(a) or 403(a) of the
      Code.

              


      

      


      
        	
                 
      

              	
                [ x
      ]

              	
                An
      annuity contract described in Section 403(b) of the
  Code.

              


      

      


      
        	
                 
      

              	
                [ x
      ]

              	
                An
      eligible plan under Section 457(b) of the Code which is maintained by a
      state, political subdivision of a state, or any agency or
  

              


      

       

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      
 

      
        instrumentality
of a state or political subdivision of a state.

      

       

      
        	
                 
      

              	
                (c)

              	
                Participant
      Rollover Contributions from IRAs.  The
    Plan:

              


      

      


      
        	
                 
      

              	
                [ x
      ]

              	
                Shall

              


      

      


      
        	
                 
      

              	
                [   ]

              	
                Shall
      not

              


      

      


      accept a
Participant rollover contribution of the portion of a distribution from an
individual retirement account or annuity described in Sections 408(a) or 408(b)
of the Code that is eligible to be rolled over and would otherwise be includible
in gross income.

      


      5.6             Rollovers
Disregarded in Involuntary Cashouts.  The Employer has elected
to include Rollover
Contributions for purposes of the Plan’s involuntary cash-out rules with respect
to Participants who separated from service. For purposes of Section
8.8 of the Plan, the value of a Participant's nonforfeitable Account shall be
determined without
regard to that portion of the Account that is attributable to Rollover
Contributions (and earnings allocable thereto) within the meaning of Sections
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the
Code.  If the value of the Participant's nonforfeitable Account as so
determined is $1,000 or less
($5,000 prior to
March 28, 2005), the Plan may immediately distribute the Participant's entire
nonforfeitable Account balance.

      


      5.7           Rollovers.  Article
V of the Plan provides for Rollovers and Direct Rollovers.  PPA now
permits a rollover to occur to a “Non-Spouse Beneficiary”, whether or not a
qualified plan is amended to provide for this distribution
option.  Any distribution to a Non-Spouse Beneficiary as an “Inherited
IRA” must be made directly from the Plan to the Inherited IRA, and is not
eligible for a 60 day
rollover to a Non-Spouse Beneficiary.  A rollover to a Non-Spouse
Beneficiary may occur for distributions after December 31, 2006.

      


      5.8             Roth
Accounts.  Rollovers and Direct Rollovers shall be allowed from
Roth IRAs and Roth Section 401(k) Plans in the same manner as permitted for all
other Rollovers and Direct Rollovers, as provided in Article XXIV.

       

       

      
        
          
          

        

        
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      ARTICLE
VI

      CREDITS TO ACCOUNTS OF
PARTICIPANTS

      


      6.1             Adjustments
to Participants' Accounts.

      


      (a)         The
Administrator shall establish and maintain a separate Employee Savings
Contribution Account, Catch-Up Contribution Account, Basic Retirement
Contribution Account, Matching Contribution Account, Rollover Account,
After-Tax ̧ and Employee After-Tax Roth 401(k) Contributions Account and
Discretionary Profit Sharing Account, if any, in the name of each Participant to
which the Adminis­trator shall credit as of each Valuation Date all amounts
allocated to each such Par­ticipant as hereafter set forth.

      


      (b)         The
Employer shall provide the Administrator with all information required by the
Administrator to make a proper allocation of the Employer's contribution for
each year.  Within a reasonable time after the date of receipt by the
Ad­ministrator of such information, the Administrator shall allocate such
contribu­tions on the following basis:

      


      (1)           Employee
Savings Contribu­tions shall be allocated to each Participant's Employee
Savings Contribution Account in an amount equal to the amount deferred by each
Partici­pant in accordance with his salary reduction agreement and Section
4.2.

      


      (2)           Any
Employer Matching Contri­butions shall be allocated to each Participant's
Matching Contribution Account in accordance with Section 4.4.

      


      (3)           Any
Basic or Discretionary Profit Sharing Contributions shall be allocated to the
Participant's Discretionary Profit Sharing Contribution Account in accordance
with Section 4.5.

      


      (4)           Any
Voluntary After-Tax Contributions shall be allocated to the Participant’s
Voluntary After-Tax Contribution Account in accordance with Section
4.6.

      


      (5)           Any
Catch-Up Contributions made to the Plan shall be credited to the Participant’s
Catch-Up Contribution Account in accordance with Section 4.7.

      


      (6)           Any
Employee After-Tax Roth 401(k) Contribution made to the Plan shall be credited
to the Participant’s Employee After-Tax Roth 401(k) Contribution Account in
accordance with Section 4.8.

      


      (7)           Any
Rollover or Direct Rollover Contributions shall be credited to the Participant's
Rollover or Direct Rollover Contribution Account in accordance with Article
V.

      


      (c)         The
opening amount of each Participant's Account Balance prior to crediting of the
Participant's share of all contributions, shall be adjusted by crediting or
debiting the same for 

       

       

      
        
          
          

        

        
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      investment
earnings such as interest, dividends, realized and unrealized investment profits
and losses, expenses incurred by the Plan and all other applicable transactions
during the applicable period, in the same propor­tion that each such
Participant's Account Balance bears to the total Participants' Account Balances;
provided, however, that for
purposes of the first such period, the allocation will be based on the amount of
each Par­ticipant's Account Balance as of the end of the
period.  Notwithstanding any provision to the contrary, to the extent
individual Accounts are maintained for Participants for which Participants
exercise investment discretion, all earnings, such as interest, dividends,
realized and unrealized investment profits and losses, and expenses will be
allocated to each Participant Account, in accordance with procedures established
by the Administrator, as modified from time to time.

      


      6.2             Minimum
Allocations Required for Top Heavy Plan Years.

      


      (a)         Notwithstanding
the foregoing, for any Top Heavy Plan Year, the Employer's contributions
allocated to the Par­ticipant's Account of each Non-Key Employee shall be
equal to 3% of such
Non-Key Employee's "415 Compensation" (reduced by contributions and forfeitures,
if any, allocated to each Non-Key Employee in any other defined contribution
plan included with this Plan in a Required Aggregation Group, as defined in
Subsection 22.2(d)(1)). However, if (1) the sum of the Employer's contributions
allocated to the Participant's Account of each Key Employee for such Top Heavy
Plan Year is less than 3% of each Key Employee's "415
Compensation" and (2) this Plan is not required to be included in an Aggregation
Group to enable a defined benefit plan to meet the requirements of Sections
401(a)(4) or 410 of the Code, the sum of the Employer's contributions allocated
to the Par­ticipant's Account of each Non-Key Employee shall be equal to the
largest percentage allocated to the Partici­pant's Account of each Key
Employee.

      


      Except,
however, no such minimum allocation shall be required for any Non-Key Employee
who participates in another defined contribution plan subject to Section 412 of
the Code included with this Plan in a Required Aggregation Group if the minimum
allocation is being provided in such other defined contribution
plan.

      


      (b)         For
any Top Heavy Plan Year, the minimum allocations set forth above shall be
allocated to the Participant's account of all Non-Key Employees who are
Participants and who are employed by the Employer on the last day of the Plan
Year, including Non-Key Employees who have (1) failed to complete a Year of
Service and (2) declined to make mandatory contributions (if required) to the
Plan.

      


      (c)         In
lieu of the above, in any Plan Year in which a Non-Key Employee is a Participant
in both this Plan and a defined benefit pension plan included in a Required
Aggregation Group which is Top Heavy, the Employer shall not be required to
provide such Non-Key Employee with both the full separate defined benefit plan
minimum benefit and the full separate defined contribution plan minimum
allocation.

       

       

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

      
 

      (d)         For
any Plan Year when the Plan is a Top Heavy Plan, Non-Key Employees who are
participating in this Plan and a defined benefit plan maintained by the Employer
shall receive a minimum accrued benefit in the defined benefit plan equal to
"415 compen­sation" averaged over 5 consecutive Limitation Years
(or actual Limitation Years if less) which produce the highest average
multiplied by the lesser of (1) 2% multiplied by Years of
Service when the Plan is Top Heavy or (2) 20%.  If such
Required Aggregation Group is Top Heavy, but not Super Top Heavy, 3% shall be substituted for
2% and 30% shall be substituted for
20% above.

      


      6.3             Market
Value of Trust.  The market value of each fund in the Trust,
for the purposes of the calculations required under this Article, shall be
determined by the Trustee(s), in cooperation with any recordkeeper selected by
the Administrator, and communi­cated to the Employer in
writing.  It shall represent the fair market value of all securities
or other property in the funds, plus cash and accrued earnings, less accrued
expenses and proper charges against each fund as of the last day of the
Valuation Date to which the deter­mination relates.  The Trustee's
determination shall be final and conclusive for all purposes of the
Plan.

      


      6.4             Crediting
Participants' Account.  For the purposes of Article VI herein,
credits placed to the accounts of Participants shall be deemed to have been so
placed as of the Valuation Date on account of which the Employer makes the
contribution represented by such credits, notwithstanding they are actually
determined or made at a later date.  Similarly, adjustments of account
for appreci­ation and depreciation in market value of Plan assets and income
earned and expenses incurred by the Plan shall be deemed to have been made for
the Valuation Date to which the adjustments relate, notwithstanding they are
actually made as of a later date.  The Administrator shall have a
statement of each Participant's Account Balance prepared as of each Valuation
Date and shall have such statements distributed to all Participants within 60 days after the end of each
Valuation Date or at such other time as determined within the discretion of the
Administrator.

       

       

      
        
          
          

        

        
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      ARTICLE
VII

      VESTING

      


      7.1             Full
Vesting.  A Participant's interest in his Employee Savings,
Catch-Up, Rollover, After-Tax and Employee After-Tax Roth 401(k) Contributions
Accounts, if any, shall be fully vested at all times.  The
Participant's interest in his Matching Contribution and Discretionary Profit
Sharing Accounts, if any, shall become fully vested at the earliest of the
following dates:

      


      (a)         The
date the Participant shall have completed at least 3 Years of Service for
vesting.

      


      (b)         The
date of the Participant's death, if such death occurs prior to retirement or any
separation from service.

      


      (c)         The
date a Participant attains age 65.

      


      (d)         The
date of termination of this Plan or the date of complete cessation of
contributions by the Employer hereunder.

      


      7.2             Partial
Vesting.  Prior to the date that the Partici­pant's
interest in his Matching Contribution, the Basic Contribution or any additional
Discretionary Profit Sharing Accounts become fully vested in accordance with
Section 7.1, his current vested interest in such Accounts shall be determined in
accordance with the following schedule:

      


      Years of Service for
Vesting                                                    Vested
Percentage

      


      Less than
1
Year                                                                                    0%

      1 Year but less than 2
Years                                                                 
33-1/3%

      2 Years but less than 3
Years                                                               
66-2/3%

      3 Years or
More                                                                                   
100%

      


      The
computation of a Participant's nonforfeitable percentage of his interest in the
Plan shall not be reduced as the result of any direct or indirect amendment to
this Article.  Furthermore, any Participant with 3 or more Years of Service
shall have the right to elect to have his nonforfeitable per­centage
computed under the vesting schedule in effect prior to the
amendment.  If a Participant fails to make such election, then such
Participant shall be subject to the new vesting sche­dule.  The
Participant's election period shall commence on the latest of:

      


      (1)         the
adoption date of the amendment,

      


      (2)         the
effective date of the amendment, or

       

       

      
        
          
          

        

        
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      (3)         the
date the Participant receives written notice of the amendment from the Employer
or Administrator, and shall end 60 days
thereafter.

      


      Notwithstanding
any provision to the contrary, any period worked for the Employer or any Related
Employer prior to age 18
is
taken into consideration for purposes of vesting under the
Plan.

       

       

       

      
        
          
          

        

        
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      ARTICLE
VIII

      DISTRIBUTION OF
BENEFITS

      


      8.1             Form of
Benefit.  Any Participant who separates from service for any
reason, but excluding death benefits addressed in Article IX, shall be entitled
to receive the vested interest in his Account.  This amount shall be
paid or as soon as reasonably practicable following the separation from service
or occurrence of any other distributable event, or after all forms are submitted
to direct the payment of a benefit, if latter.   Distributions
shall be made in a single lump sum payment in cash or property allocated to the
Participant’s account.  However, if the Partici­pant's vested
interest is more than $1,000
($5,000 prior to
March 28, 2005), payment shall not be made unless the Spousal consent
require­ments of Article IX are satisfied.

      


      The normal form of distribution is
payment of all benefits in a single lump sum payment in cash or property allocated to the
Participant’s account.

      


      8.2             Late
Retirement.  A Participant who continues to be employed by the
Employer beyond his Normal Retirement Date shall be entitled to continue his
participation in the Plan and shall have payment of his benefits deferred until
after his separation from service except as provided in Section
8.9.

      


      8.3             Forfeitures.  A
forfeiture of a Participant’s Account shall occur at the earlier of the time
period in which a Participant receives a full distribution of the Participant’s
Accounts under the Plan, or after the occurrence of a 5 year break in
service.  In the event that the Participant may not be located after a
termination of employment, the amount of the Participant's Account may be
forfeited. Upon locating the Participant, the previously forfeited amounts shall
be immediately restored out of current and/or future contributions, or an
additional contribution shall be made to the Plan by the Employer to restore any
previously forfeited Accounts.

      


      Any
balance remaining in the Account of a Participant after all payments due him
have been made or adequate­ly provided for shall be
forfeited.  All forfeitures shall be used as follows:

      


      (a)         Forfeitures
of Basic or Discretionary Employer Contributions shall be used to reduce
Matching Contributions as provided in Section 4.4.

      


      (b)         Forfeitures
of Employer Matching Contributions shall be used to reduce  Employer
Matching Contributions for the Employer from whose Employees incurred the
Forfeitures, except to the extent applied to restore accounts pursuant to
Section 8.4.

      


      8.4             Restoration
of Account.  If a Participant receives a distribution under
Section 8.1 which is less than 100% of his Account Balance
and he again becomes an eligible Employee before he has incurred 5 consecutive One Year Breaks
in Service, the amount forfeited shall be restored to his Matching Contribution
Account (and, if applicable, his Discretionary Profit Sharing Account) if


       

       

      
        
          
          

        

        
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      he repays
the total amount previously distributed to him prior to the earlier of (a) the
5th
anniversary of the date on which he subsequently becomes an eligible
Employee or (b) the first date the Participant incurs 5 consecutive One-Year Breaks
in Service following the date of distribution.  Such restoration shall
be made from forfeitures that are available, pursuant to Section 8.3, or, at the
election of the Employer, from additional Employer Contributions made for such
purpose.  Any amount repaid by a Participant shall be credited to the
Account from which it was distributed.

      


      8.5             Withdrawals
Prior to and After 591⁄2.

      


      (a)         No
Withdrawals of Employer or Employee Contributions Prior to Age
591⁄2.  No Participant may withdraw any amount from his Matching
Contribution Account or Basic or additional Discretionary Profit Sharing
Contribution Accounts, if any, or Employee Contributions prior to age 591⁄2 without a termination of
employment.

      


      (b)         Withdrawals
of Employer or Employee Contributions After Age 591⁄2.  A
Participant who has attained age 591⁄2 may withdraw all or any
portion of all vested
Accounts.  Any such withdrawal shall be effective as soon as
practicable after receipt of notice by the Plan Administrator in any manner
established by the Administrator.  Any such withdrawal shall be made
pro rata from the Investment Funds, based upon the value of the Account held for
the Participant in the respective Investment Funds, or in any other reasonable
manner determined by the Administrator.

      8.6             Withdrawal
of Employee After-Tax and Rollover Contributions.  Subject to
any uniform non-discriminatory rules adopted by the Administrator, a Participant
may at any time (while
he is employed) elect to withdraw all or a portion of the value of the
Participant’s Employee After-Tax Contributions made by him and Rollover or
Direct Rollover Contributions deposited by him to the Plan in accordance with
any reasonable and nondiscriminatory procedures established by the
Administrator.

      


      Notwithstanding
anything elsewhere in the Plan to the contrary, no limit shall apply on the
number of withdrawals under this Section 8.6 in any calendar year.

      


      Any
withdrawal hereunder shall be effective as soon as practicable after receipt by
the Plan Administrative of written notice.

      


      Any
withdrawal hereunder shall be made pro rata from all Funds in
which the Participant’s Account is invested, on the basis of the value as of
such Valuation Date, with respect to the category of contributions being
withdrawn, or in any other reasonable manner, as determined by the
Administrator.

      


      8.7             Withdrawals
for Financial Hardships.  In the case of financial hardship, a
Participant may, upon request, withdraw without penalty such portion of the
Participant’s vested interest in the Plan, as the Plan Administrator shall
determine to be necessary to meet the immediate financial need created by the
hardship and not reasonably available from other resources of the 

       

       

      
        
          
          

        

        
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      Participant
consistent with Treasury Regulation Section 1.401(k)-1(d)(2)(iv)(A) as in effect
prior to the issuance of the Final Regulations under Section 401(k) of the
Code.  The availability of a hardship withdrawal under this Section
8.7 shall be determined without regard to the number of any other withdrawals
permitted under the Plan.  The determination of the existence of
financial hardship and the amount required to be distributed to meet the need
causing the hardship shall be made in accordance with the following
standards:

      


      (a)         Hardship
Events.  A
distribution under the Plan is hereby deemed to be on account of an immediate
and heavy financial need of an Employee if the distribution is for one of the
following or any other item permitted under Treasury Regulation Section
1.401(k)-1(d)(3)(iii)(B):

      


      (i)           Expenses
for medical care for the Participant, the Participant’s Spouse, or any
dependents of the Participant (as defined in Section 152 of the Code) or to
obtain medical care (as described in Section 213(d) of the Code) (determined
without regard to whether the expenses exceed 7.5% of adjusted gross
income);

      


      (ii)          Costs
directly related to the purchase of a principal residence for the Employee
(excluding mortgage payments);

      


      (iii)         Payment
of tuition, related educational fees, and room and board expenses, for up to the
next 12 months of
post-secondary education for the Employee, the Employee's spouse, children, or
dependents (as defined in Section 152 of the Code, and, for taxable years
beginning on or after January 1, 2005, without regard to Sections 152(b)(1),
(b)(2), and (d)(1)(B) of the Code);

      


      (iv)         Payments
necessary to prevent the eviction of the Employee from the Employee's principal
residence or foreclosure on the mortgage on that residence;

      


      (v)          Effective
as of January 1, 2006, payments for burial or funeral expenses for the
Employee's deceased parent, spouse, children or dependents (as defined in
Section 152 of the Code, and, for taxable years beginning on or after January 1,
2005, without regard to Section 152(d)(1)(B) of the Code); or

      


      (vi)         Effective
as of January 1, 2006, expenses for the repair of damage to the Employee's
principal residence that would qualify for the casualty deduction under Section
165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross
income).

      


      (vii)        For
any other reasons authorized by the Internal Revenue Service through the
publication of revenue rulings, notices, and other documents of general
applicability;

      


      (b)         The
Participant must represent that he has an emergency need for funds for one of
the reasons specified in clause (a) above.  The Participant shall
provide the Plan Administrator with any information and evidence which the Plan
Administrator believes would be helpful in its 

       

       

      
        
          
          

        

        
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      determinations
as to (i) whether such a hardship exists and (ii) the amount of the withdrawal
from the Plan which is necessary to meet the hardship.

      


      (c)         Prior
to or coincident with the request for a hardship withdrawal hereunder, the
Participant must obtain or request all withdrawals (other than hardship
withdrawals) and all nontaxable loans currently available under the Plan and all
other plans maintained by the Employer or any of its Affiliates.

      


      (d)         If
a Participant makes a hardship withdrawal under this Section 8.7 which includes
amounts in his Employee Savings Contributions Accounts:  (i) all
Employee Savings Contributions made by him or on his behalf to the Plan (and any
other after-tax contributions and salary reduction contributions made by or on
behalf of the Participant under any other qualified or non-qualified plans of
deferred compensation maintained by the Employer or its Affiliates, other than
mandatory employee contributions under a defined benefit plan) shall be suspended until the first pay
period in the month next following the close of the 6 full calendar month period
beginning on the first day of the month next following the date the Participant
receives the proceeds of the hardship withdrawal (12 months prior to EGTRRA);
and (ii) the maximum permissible amount of Employee Savings Contributions under
Section 4.2 that may be made on his behalf to the Plan (together with any salary
reduction contributions made on behalf of the Participant under any other
tax-qualified retirement plans maintained by the Employer or its Affiliates) for
the calendar year following
the calendar year in which the Participant receives this proceeds of the
hardship withdrawal shall be
reduced by the amount of Employee Savings Contributions under the Plan
and any salary reduction contributions made on his behalf under any other
tax-qualified retirement plans maintained by the Employer or its Affiliates for
the calendar year of the hardship withdrawal.  The foregoing clauses
(i) and (ii) shall also apply if a Participant receives a hardship withdrawal
under any other tax-qualified plan maintained by the Employer or any of its
Affiliates in respect of which such other plan requires the imposition of the
penalties set forth in clauses (i) and (ii) above.  Effective as of
January 1, 2008, to the extent any Participant was automatically enrolled in the
Plan under Section 4.2, and taken a hardship distribution, upon the expiration
of the 6 month
suspension period above, the Participant shall automatically be reenrolled in
the Plan at the Participant’s previous Employee Savings Contribution rate,
unless changed by the Participant as permitted under the Plan.

      


      (e)         Effective
as of January 1, 2006, if the Plan provides for hardship distributions upon
satisfaction of the safe harbor standards set forth in Treasury Regulation
Sections 1.401(k)-1(d)(3)(iii)(B) (deemed immediate and heavy financial need)
and 1.401(k)-1(d)(3)(iv)(E) (deemed necessary to satisfy immediate need), then
there shall be no
reduction in
the maximum amount of Employee Savings and Employee After-Tax Roth 401(k)
Contributions that a Participant may make pursuant to Section 402(g) of the Code
solely because of a hardship distribution made by this Plan or any other plan of
the Employer.

       

       

      
        
          
          

        

        
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      (f)         The
foregoing standards shall be applied on a uniform and nondiscriminatory basis
and shall be subject to such changes as the Plan Administrator may determine to
be necessary at any time to comply with Treasury Regulations or rules issued
under Section 401(k) of the Code.

      


      The Plan
Administrator shall make all determinations as to whether a hardship
exists.  Any withdrawal under this Section 8.7 shall be effective as
soon as practicable after the date the Plan Administrator determines that a
hardship exists.

      


      A hardship withdrawal shall be taken
from a Participant’s vested Accounts in the following manner or in any other
reasonable manner, as determined by the Administrator:

      


      (i)           First,
from his After-Tax Contribution Account under the Plan, in the order set forth
in Section 4.6;

      


      (ii)          Second,
from his Employee Savings Contribution Account (exclusive of interest after
December 31, 1988), under Section 4.2; and

      


      (iii)         Third,
from any Catch-Up Contribution Account under Section 4.7.

      


      (iv)         Fourth,
from his Matching Accounts under Section 4.4.

      


      (v)          Fifth,
from any Employee After-Tax Roth 401(k) Contributions Account under Section
4.8.

      


      (vi)         Lastly,
from any Discretionary Profit Sharing Contributions under Section
4.5.

      


      Withdrawals
of all funds to be taken pro rata from all investment accounts held for the
Participant, or in any other reasonable manner, as determined by the
Administrator.

      


      Notwithstanding
the foregoing, the amount withdrawn from Employee Savings Contributions may not
exceed: (i) the dollar amount of his Employee Savings Contributions not
previously withdrawn, and (ii) an amount equal to the earnings credited to his
Employee Savings Contributions Accounts as of December 31, 1988, and not
withdrawn since such date.

      


      (g)         No
Spousal consent shall be required to effectuate any hardship
distributions.

      


      8.8             Distribution
of Deminimis Amount.  If the value of the Account Balance of a
Par­ticipant who retired, terminated employ­ment, became Disabled, or
died is $1,000 or less,
the Adminis­trator may immediately distribute such benefit without the consent of the
Participant, his spouse, his Benefi­ciary, or the legal representative of
his estate, as the case may be, in accordance with the provisions of Section
8.1, even if such Account previously exceeded the $1,000
threshold.  All accounts of $1,000 or more shall remain in
the Plan and no distributions shall occur until a 

       

       

      
        
          
          

        

        
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      distribution
election is more or is otherwise required to satisfy the minimum distribution
requirements upon direction by a Participant or Beneficiary.  If the
Participant does not have a vested interest in his Account Balance, he shall be
deemed to have received a distribution of his entire vested Account
Balance.  If a Participant's vested benefit exceeds $1,000, however, such benefit
may not be paid before the Participant attains age 65 without the written consent
of the Participant, his spouse, his Beneficiary or the legal representative of
his estate, as the case may be.  If benefits are not paid to a
Participant in accordance with this provision, the investment direction, if any,
on file with the Administrator shall remain in effect until all benefits are
distributed unless a Former Participant changes his investment direction in
accordance with the provisions of Section 13.4 and procedures established by the
Administrator.

      


      Prior to
March 28, 2005, the cash out level was $5,000.

      


      8.9             Required
Minimum Distributions.

      


      (a)         Effective
Date. In accordance with Revenue Procedure 2002-29 and any subsequent
guidance, the following provisions are adopted to address changes to the minimum
distribution rules.  The provisions of this Section shall apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.

      


      (i)           Precedence.
The requirements of this Section shall take precedence over any inconsistent
provisions of the Plan.

      


      (ii)           Requirements
of Treasury Regulations Incorporated. All distributions required under
this Section shall be determined and made in accordance with the Treasury
Regulations under Section 401(a)(9) of the Code.

      


      (iii)           TEFRA
Section 242(b)(2) Elections. Notwithstanding the other provisions of this
Section 8.10, 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

              


      

      


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

      


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

      


      (A)           If
the Participant's surviving Spouse is the Participant's sole 

       

       

      
        
          
          

        

        
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      designated
beneficiary, then, except as provided elsewhere, distributions to the surviving
spouse shall 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.

      


      (B)           If
the Participant's surviving Spouse is not the Participant's sole designated
beneficiary, then, except as provided elsewhere, distributions to the designated
beneficiary shall begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died.

      


      (C)           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 shall be
distributed by December 31 of the calendar year containing the fifth anniversary of the
participant's death.

      


      (D)           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 8.9(b)(ii), other than
Section 8.9(b)(ii)(A), shall apply as if the surviving spouse were the
Participant.

      


      For
purposes of this Section 8.10(b)(ii) and Section 4, unless Section
8.10(b)(ii)(D) applies, distributions are considered to begin on the
Participant's required beginning date. If Section 8.10(b)(ii)(D) applies,
distributions are considered to begin on the date distributions are required to
begin to the surviving spouse under Section 8.10(b)(ii)(A). 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 8.10(b)(ii)(D)), the date
distributions are considered to begin is the date distributions actually
commence.

      


      (c)         Forms of
Distribution.  Unless the Participant's interest is distributed
in the form of an annuity purchased from an insurance company or in a single sum
on or before the required beginning date, as of the first distribution calendar
year distributions shall be made in accordance with Section 8.10(c) of this
Section. If the Participant's interest is distributed in the form of an annuity
purchased from an insurance company, distributions thereunder shall be made in
accordance with the requirements of Section 401(a)(9) of the Code and the
Treasury Regulations issued thereunder.

      


      
        	
                 
      

              	
                (d)

              	
                Required
      Minimum Distributions During Participant’s
  Lifetime

              


      

      


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

      


      (A)           The
quotient obtained by dividing the Participant's account 

       

       

      
        
          
          

        

        
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      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

      


      (B)           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.

      


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

      


      (e)         Required
Minimum Distributions After Participant’s Death.

      


      


      
        	
                 
      

              	
                (i)

              	
                Death
      On or After Date Distributions
Begin.

              


      

      


      (A)           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 shall 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:

      


      (1)           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.

      


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

      


      (3)           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.

       

       

      
        
          
          

        

        
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      (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
shall 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.

      


      
        	
                 
      

              	
                (iii)

              	
                Death
      Before Date Distributions
Begin.

              


      

      


      (A)           Participant
Survived by Designated Beneficiary. Except as provided below, if the
Participant dies before the date distributions begin and there is a designated
beneficiary, the minimum amount that shall 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
8.9(d)(i).

      


      (B)           No
Designated Beneficiary.  If the Participant dies before the
date distributions begin and there is no designated beneficiary as of September
30 of the year following the year of the Participant's death, distribution of
the Participant's entire interest shall be completed by December 31 of the
calendar year containing the fifth anniversary of the
Participant's death.

      


      (C)           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 8.9(b)(ii) this Section 8.9(d)(ii)
shall apply as if the surviving spouse were the Participant.

      


      
        	
                 
      

              	
                (f)

              	
                Definitions

              


      

      


      (i)           Designated
Beneficiary.  The individual who is designated as the
beneficiary under Section 2.9 of the Plan and is the designated beneficiary
under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the
Treasury Regulations.

      


      (ii)          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 8.9(b)(ii). The required minimum distribution
for the Participant's first distribution calendar year shall 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 

       

       

      
        
          
          

        

        
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      occurs,
shall be made on or before December 31 of that distribution calendar
year.

      


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

      


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

      


      (v)          Required
Beginning Date.  The date specified in Section 2.56 of the
Plan.

      


      (g)         5%
Owners.  Minimum distributions need not occur except for 5% owners after the attainment
of age 701⁄2.

      


      8.10             Payment
of Benefits With Regard to an Incompetent or a Minor.

      


      (a)         If
any retired Participant or Beneficiary entitled to a benefit under this Plan is,
in the judgment of the Adminis­trator, legally, physically or mentally
incapable of personally receiving any payments due hereunder, the Trustee(s) at
the direction of the Administrator may make such payment to the guardian or
other legal representative of such retired Partici­pant, or such
Benefi­ciary, or to such other person, or institution who, in the opinion of
the Administrator, is then maintaining or has custody of such retired
Participant or such Beneficiary.  Such payments shall constitute a
full discharge with respect thereto.

      


      (b)         In
the event a distribution is to be made to a minor, then the Administrator may,
in the Administrator's sole discretion, direct that such distribution be paid to
the legal guardian, or if none, to a parent of such Beneficiary or a responsible
adult with whom the Beneficiary maintains his resi­dence, or to the
custodian for such Beneficiary under the Uniform Gift to Minors Act or Gift to
Minors Act, if such is permitted by the laws of the state in which said
Beneficiary resides.  Such a payment to the legal guardian or parent
of a minor Beneficiary shall fully discharge the Trustee(s), Employer, and Plan
from further liability on account thereof.

      


      8.11             Amount of
Benefit Determined by Administrator.  The amount of benefits
payable under the Plan shall be determined by the Administrator in accordance
with the terms of the Plan, and, except as may be provided by law, the
Administrator's determination shall be final and conclusive upon all persons,
provided, however, the Administrator shall provide a notice in writing to any
Participant or Beneficiary whose claim for benefits under the Plan has been
denied or whose 

       

       

      
        
          
          

        

        
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      claim for
benefits is different than the amount determined by the Administrator, setting
forth the specific reasons for such denial and advising the claimant of any
additional informa­tion and/or documents needed in order to perfect any
claim for benefits.  Such notice will advise the claimant of the
claims procedures as provided in Article XI.

      


      8.12             Procedure
Regarding Unclaimed Benefits.  In the event any amount shall
become payable under the Plan to any Participant, or upon his death, to his
Beneficiary, and, if after written notice from the Employer mailed to such
Participant's last known address as shown in the Employer's records, such
Participant or his personal representative shall not have presented himself to
the Employer within 1
year after the mailing of such notice, then the Employer shall direct the
Trustee(s) to segregate such amount, including any amount thereafter becoming
due, and place it in an interest bearing savings account until claimed by such
Part­icipant, or, if such Participant's death shall be deemed
con­clusive either in actuality or under local law, to his legal
representa­tive or Beneficiary, as the case may be.  Subject to
any applicable escheat law, if no claim is made by the Participant, his legal
representative or Beneficiary within 5 years after the
Participant's Normal Retirement Date the amount payable may be treated as a
Forfeiture hereunder; provided, however, that if such
Participant, his legal representa­tive or Benefic­iary claims the amount
payable after such date and before final termination distributions have been
made, the amount payable shall be recompute as if it has not been forfeited and
such amount, with reasonable interest, shall be paid to the Partici­pant,
his legal representative or Beneficiary, as the case may be, as soon as
reasonably possible.

      


      8.13             Spousal
Consent.   Spousal consent shall not be required, as provided in
Section 9.1, before any loans, in-service, hardship or other distributions occur
as permitted in accordance with Sections 8.1, 8.5, 8.6, 8.7, 8.8 or Article X of
the Plan.

       

       

       

      
        
          
          

        

        
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      ARTICLE
IX

      DEATH
BENEFIT

      


      9.1             Beneficiary
of Death Benefit.

      


      (a)         Upon
the death of a Participant, prior to payment of any retirement benefit, the
Participant's vested Account Balance shall be paid to the Par­ticipant's
Beneficiary.  For married Participants, the Beneficiary of the death
benefit shall be the Participant's spouse unless the Participant's spouse
validly waives such benefit in the manner prescribed in Subsection
9.1(b).

      


      (b)         In
the event a married Participant designates a Beneficiary other than his survivor
Spouse, such designation of Beneficiary shall be made in writing in an
instrument executed by the Participant's spouse whereby the spouse: (1) consents
to the specific Beneficiary or Beneficiaries designated by the Participant, and
the particular optional form of benefit (neither of which provision may be
modified, except back to the Qualified Joint and Survivor Annuity, without the
spouse's consent, unless expressly permitted by the spouse in such consent); (2)
acknowledges the effect of the designation; and (3) is witnessed by a
representative of the Administrator on behalf of the Plan or by a notary
public.  Such consent shall not be required if it is established to
the satisfaction of the Administrator that the required consent cannot be
obtained because there is no spouse, the spouse cannot be located, the
Participant is legally separated or has been abandoned (within the meaning of
local law) pursuant to a court order, unless a qualified domestic relations
order pertaining to such Participant provides that the spouse's consent must be
obtained, or due to other circumstances prescribed by Treasury
regulations.  The Beneficiary so designated may be changed by the
Participant at any time by his filing with the Administrator a written
notification of change of Beneficiary and by obtaining the appropriate spousal
consent as required herein for any new beneficiary, if applicable.  If
a Participant names a trust as Beneficiary, a change in the identity of the
Trustee or the instrument governing such trust shall not be deemed a change in
Beneficiary.  If no person shall be designated as such Beneficiary or
if the designated Beneficiary shall not survive the Participant, such payments
shall be made to the estate of the deceased Participant.  The facts as
shown by the records of the Administrator at the time of death shall be
conclusive as to the identity of the proper payee and the amount properly
payable, and payment made in accordance with such facts shall discharge any and
all obligations under the Plan.  No designation, revocation, or change
of Beneficiaries shall be valid and effective unless and until filed with the
Administrator.  The consent of a spouse in accordance with this
Subsection (b) shall not be effective with respect to other spouses of the
Participant prior to the Participant's Benefit Commencement Date, and an
election to which consent is not required shall become void if the circumstances
causing the consent of the spouse not to be required no longer exist prior to
the Participant's Benefit Commencement Date.  However, once a spouse
consents to the designation of a beneficiary, other than the spouse, such
consent may not be
revoked, unless the Participant changes his beneficiary, which shall
require a new spousal consent, if applicable.

      


      9.2             Distribution
of Benefits Upon Death.  Death benefits shall be paid in a
single lump sum payment in accordance with the provi­sions of Section
8.

       

       

      
        
          
          

        

        
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      ARTICLE
X

      LOANS TO
PARTICIPANTS

      


      10.1             Loan
Application.  Each Participant who is an Employee of the
Employer and any other Participant or Beneficiary who is a party in interest as
defined in ERISA, but who is not an owner-employee within the meaning of Section
401(c)(3) of the Code (unless an exemption from the prohibited transaction rules
of the Code and ERISA has been obtained with respect to such owner-employee) may
apply for a loan from the Plan.  All applications shall be made to the
Administrator on forms which it prescribes, and the Administrator shall rule
upon such applications in a uniform and nondiscriminatory manner in accordance
with the rules and guidelines established in this Article.

      


      10.2             Loan
Approval.

      


      (a)  The
Administrator shall have the right to reject a loan application if the
Participant has the present intention to take a personal leave of absence during
the period of loan repayment or on the basis of a Participant's credit
worthiness and financial need or such other factors as would be considered in a
normal commercial setting by an entity in the business of making loans and as
the Administrator determines necessary to safeguard the Trust.

      


      (b)         A
Participant may not have more than one loan outstanding at any time. However,
multiple loans may be permitted in connection with any acquisitions or plan
mergers, to the extent multiple loans are outstanding at such time.

      


      10.3             Amount of
Loan.

      


      (a)         The
minimum amount of any loan shall be $1,000.  In no event shall the
loan amount exceed 50%
of the vested value of all of the Participant's Accounts under the Plan,
including Employee Savings, Catch-Up, Rollover, After-Tax, Matching,
Discretionary Profit Sharing and Employee After-Tax Roth 401(k) Contributions
Accounts determined as of the Valuation Date immediately preceding the date on
which the loan application is received by the Administrator.

      


      (b)         The
amount of any loan, when added to the amount of a Participant's outstanding
loans under the Plan and all other plans qualified under Section 401(a) of the
Code which are sponsored by the Employee or any Affiliated shall not exceed the
lesser of:

      


      (1)           $50,000, reduced by the excess
(if any) of:

      


      (A)           the
participant's highest outstanding balance of loans during the one-year period
ending on the day before the date on which such loan is made to the Participant,
over

      


      (B)           the
outstanding balance of loans made to the Participant on the date such loan is
made to the Participant; or

       

       

      
        
          
          

        

        
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      (2)           50% of the value of the
Participant's nonforfeitable Account.

      


      10.4             Terms of
Loan.

      


      (a)         The
interest rate on loans shall be: (i) determined by the Administrator; (ii)
commensurate with rates charged for similar loans by entities in the business of
making loans; and (iii) adjusted from time to time as circumstances
warrant.  Each loan granted pursuant to this Article shall be secured
by 50% of the
Participant's Account Balance.  In its sole discretion,
the Administrator may require such additional security of assets outside of the
Plan as it deems necessary.

      


      (b)         Each
loan shall be evidenced by the Participant's execution of a personal demand note
on such form as shall be supplied by the Administrator.  Each such
note shall specify that, to the extent repayment is not demanded sooner,
repayment shall be made in installments over 12, 24, 36, 48 or 60 months from the date on
which the loan is distributed; however, if the purpose of the loan is to acquire
any dwelling unit which is to be used within a reasonable period of time as the
principal residence of the Participant, the period of repayment may exceed 60 months and may be up to
15 years.  All
loans from the Plan shall be non-renewable.  Each note shall also
specify the interest rate as determined by the Administrator at the time the
loan is approved.

      


      (c)         All
loans shall be repaid in approximately equal installment (not less frequently
than quarterly) through payroll deductions or in such other manner as the
Administrator may determine.  A Participant may repay the outstanding
balance of any loan in one lump sum at any time by notifying the Administrator
of his intent to do so and by forwarding to the Administrator payment in full of
the then outstanding balance, plus interest accrued to the date of
payment.  The loan shall be considered to be an investment of the
Participant's Account, and the amount of principal and interest repaid by a
Participant shall be credited to a Participant's Account as each repayment is
made and reinvested in accordance with the Participant's investment election for
contributions in effect at the time of repayment.

      


      (d)         If,
and only if:

      


      (1)           the
Participant dies;

      


      (2)           the
Participant (other than a Participant who continues to be a party in interest)
has a separation from service;

      


      (3)           the
Compensation of a Participant who is an Employee is discontinued and decreased
below the amount necessary to amortize the loan and such status continues for
more than one year;

      


      (4)           the
loan is not repaid by the time the note matures including any extensions
pursuant to subsection (d);

       

       

      
        
          
          

        

        
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      (5)           the
Participant attempts to revoke any payroll deduction authorization for repayment
of the loan without the consent of the Administrator;

      


      (6)           the
Participant fails to pay any installment of the loan when due and the
Administrator elects to treat such failure as default; or

      


      (7)           any
other event occurs which the Administrator, in its sole discretion, believes may
jeopardize the repayment of the loan;

      


      before a
loan is repaid in full, the unpaid balance thereof, with interest due thereon,
shall become immediately due and payable.  The Participant (or his
Beneficiary, in the event of the Participant's death) may satisfy the loan by
paying the outstanding balance of the loan within such time as may be specified
in the note.  If the loan and interest are not repaid within the time
specified, the Administrator shall satisfy the indebtedness from the amount of
the Participant's vested interest in his Account as provided in Section 10.5
before making any payments otherwise due hereunder to the Participant or his
Beneficiary.

      


      10.5             Enforcement.  The
Administrator shall give written notice to the Participant (or his Beneficiary
in the event of the Participant's death) of an event of default described in
Section 10.4(d). If the loan and interest are not paid within the time period
specified in the notice, the amount of the Participant's Accounts, to the extent
such Accounts are security for the loan, shall be reduced by the amount of the
unpaid balance of the loan, with interest due thereon, and the Participant's
indebtedness shall thereupon be discharged to the extent of the
reduction.  If the Accounts pledged as security for the loan are
insufficient to discharge fully the Participant's indebtedness, the
Participant's future Accounts shall be used to reduce the Participant's
indebtedness at such time as the Participant has a separation from service or is
otherwise entitled to a distribution under Article VIII or a withdrawal under
Section 8.6 from his Employee Savings, Catch-Up or Employee After-Tax Roth
401(k) Contribution Accounts.  Such action shall not operate as a
waiver of the rights of the Employer, the Administration, the Trustees, or the
plan under applicable law.  The Administration also shall be entitled
to take any and all other action necessary and appropriate to foreclose upon any
property other than the Participant's Account pledged as security for the loan
or to otherwise enforce collection of the outstanding balance of the
loan.

      


      10.6             Additional
Rules.  The Administration may establish additional rules
relating to Participant loans under the Plan, which rules shall be applied
on  uniform and non-discriminatory basis.  Furthermore, if a
Participant is married, the consent of the Participant's spouse is not required to be obtained
prior to granting any loan.

      


      10.7             Plan
Loans for Owner-Employees and Shareholder Employees.  Any Plan
provisions prohibiting loans to any owner-employee or shareholder-employee shall
not apply.

       

       

      
        
          
          

        

        
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      ARTICLE
XI

      CLAIMS
PROCEDURES

      


      11.1             Applications
for Benefits.  Each Participant and/or Beneficiary believing
himself or herself eligible for benefits under this Plan may apply for such
benefits by completing and filing with the Administrator an application for
benefits on a form supplied by the Administrator.  Before the date on
which benefit payments commence, each such application must be supported by such
information and data as the Administrator deems relevant and
appropriate.  Evidence of age, marital status (and, in the appropriate
instances, health, death or disability), and location of residence shall be
required of all applicants for benefits.

      


      11.2             Appeal of
Denied Claim for Benefits.  In the event that any claim for
benefits is denied in whole or in part, or the amount of benefits differs from
the amount the Participant believes he is entitled, the Par­ticipant and/or
Beneficiary whose claim has been so denied shall be notified of such denial in
writing by the Administrator.  This notice shall be given to the
Participant and/or beneficiary within 90 days after a claim for
benefits is received.  If notification is not given with in 90 days of receipt, the
Participant and/or Beneficiary may assume the claim has been denied and may
request a review as explained below.  Under special circumstances on
extension of 90 days
shall be allowed for processing a claim.  If additional time is
required, each Participant and/or Beneficiary shall be given notice of any
extension, stating the special circumstances involved and the date by which a
final decision shall be rendered.  In no event shall any extension
exceed a period of 90
days from the end of the initial 90 day period.  The
notice advising of the denial shall specify the reason or reasons for denial,
make specific reference to pertinent Plan provisions, describe any additional
material or information necessary for the claimant to perfect the claim
(explaining why such material or information is needed), and shall advise the
Participant and/or Beneficiary, as the case may be, of the procedure for the
appeal of such denial.  All appeals shall be made by the following
procedures:

      


      (a)         The
Participant and/or Beneficiary whose claim has been denied shall file with the
Named Appeals Fiduciary a notice of desire to appeal the denial.  Such
notice shall be filed within 60 days of notification by the
Administrator of claim denial, shall be made in writing, and shall set forth all
of the facts upon which the appeal is based.  Appeals not timely filed
shall be barred.

      


      (b)         The
Named Appeals Fiduciary shall promptly review the claim and shall render a
decision, within 60 days
of receipt of the Participant's and/or Beneficiary's notice of appeal, unless
the Named Appeals Fiduciary determines that special circumstances exist or that
a hearing is necessary, in which event the Named Appeals Fiduciary shall
establish a hearing date on which the Participant and/or Benefi­ciary may
make an oral presentation to the Named Appeals Fiduciary in support of the
appeal.  The Participant and/or Beneficiary shall be given not less
than 10 days notice of
the date set for the hearing.

      


      (c)         The
Named Appeals Fiduciary shall consider the merits of the claimant's written and
oral presentations, the merits of any facts or evidence in support of the denial
of  

       

       

      
        
          
          

        

        
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      benefits,
and such other facts and circumstances as the Named Appeals Fiduciary shall deem
relevant.  If the claimant elects not to make an oral presentation,
such election shall not be deemed adverse to his interest, and the Named Appeals
Fiduciary shall proceed as set forth below as though an oral presentation of the
contents of the claimant's written presentation had been made.

      


      (d)         The
Named Appeals Fiduciary shall render a determination upon the appealed claim,
which determination shall be accompanied by a written statement as to the
reasons therefore.  In no event shall any decision be rendered more
than 120 days after
receipt of a request for review.  The determination so rendered shall
be binding upon all parties.

      


      11.3             Removal
of the Named Appeals Fiduciary.  The Named Appeals Fiduciaries
may at any time be removed by the Board, and any Named Appeals Fiduciary named
by the Adminis­trator may be removed by the
Administra­tor.  All such removals may be with or without cause
and shall be effective on the date stated in the notice of
removal.  The Named Appeals Fiduciary, if there be more than one
acting to determine the merits of any appeal, shall act by a majority
vote.  The Named Appeals Fiduciary shall be a "Named Fiduciary" within
the meaning of ERISA, and, unless appointed to other fiduciary
responsibili­ties, shall have no authority, responsibility, or liability
with respect to any matter other than the proper discharge of the functions of
the Named Appeals Fiduciary as set forth herein.

       

       

      
        
          
          

        

        
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      ARTICLE
XII

      ESTABLISHMENT OF THE TRUST
FUND

      


      12.1             Trust.  Unless
a separate Trust Agreement is in existence, the Company hereby establishes with
the Trus­tee(s) a Trust consisting of cash and such other property
accep­table to the Trustee(s) as shall, from time to time, be paid or
delivered to the Trustee(s) and the earnings and profits thereon less the
payment which at the time of reference shall have been made by the Trustee(s),
as hereinafter authorized, shall con­stitute a Trust.  The assets
of the Plan shall be held, managed and administered by the Trustee(s) in trust
in accordance with the provisions of this Agreement without distinction between
principal and income.

       

       

      
        
          
          

        

        
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      ARTICLE
XIII

      MANAGEMENT OF THE TRUST AND
INVESTMENT FUNDS

      


      13.1             Contributions
to Trust.  All contributions to the Plan by the Employer shall
be committed in trust to the Trustee(s) selected by the Company subject to the
terms of the Trust created in Article XI herein, to be held, managed and
disposed of by the Trustee(s) in accordance with the aforementioned terms of
Trust.  The Trustee(s) selected may be changed from time to time by
the Company.

      


      13.2             Benefit
to Participants.  The Trust shall continue to contain such
provisions as shall render it impossible for any part of the corpus of the Trust
or income thereon to be, at any time, used for or diverted to purposes other
than for the exclusive benefit of Employees or their Beneficiaries; and it may
contain such other provisions relating to the custody, management and
disposition of the Trust by the Trustee(s) as shall be deemed ad­visable by
the Company.

      


      13.3             Reversion
to Employer.  At no time shall any part of the assets of the
Plan (whether by reason of any amendment of this agreement or otherwise), be
used for, or diverted to, purposes other than the exclusive benefit of the
Participants or their Beneficiaries; provided, however, that in the
case of a contribution made by the Employer as a mistake of fact, or for which a
tax deduction is disallowed, in whole or in part by the Internal Revenue
Service, the Employer shall be entitled to a refund of such
contributions.  Any refund of contributions under this Section 13.3
must be made within one year after payment of a contribution made as a mistake
of fact, or within one year after disallowance of the tax deduction, to the
extent of such disallowance.

       

      13.4             Investment.

      


      (a)         Except
as otherwise provided in this Article XI, the Trustee(s) shall have the
exclusive responsibility and authority to invest, reinvest and administer the
Trust assets in accordance with the terms of this Plan and Trust Agreement and
as provided in Article XV.

      


      (b)         Each
Participant shall direct the investment of his Account Balance, unless provided
otherwise in Section 13.8, as follows:

      


      (i)           Initial
Election - Each Participant, when first electing to contribute pursuant to
procedures adopted in accordance with Section 4.2, shall designate one or more
of the investment funds made available under the Plan, pursuant to Section 13.6,
for the investment of contributions made on his behalf by the Employer and, if
applicable, his After-Tax Contributions and Rollover Contributions.  A
Partici­pant may direct the investment of his contributions among the funds
in any manner he desires; provided, however, that all directed allocations must
be in multiples of 1%.

      


      (ii)           Investment
Transfers - A Participant may transfer his Account Balance between investment
funds at any time.  Such changes shall generally be effective on a
daily basis 

       

       

      
        
          
          

        

        
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      (based
upon the timing of receipt of transfer requests and compliance with any
reasonable administrative practices), except that any changes in investments in
NNI Stock may only occur, as determined within the discretion of the
Administrator, to comply with any Insider Trading Policies. Each Participant
shall be provided an opportunity to obtain written confirmation of his
investment transfers from the Administrator, since the Company elected to
comply with Section 404(c) as provided in Section 13.5.

      


      (c)         Subject
to the above limitations, a Participant may also, at any time, by notice
(telephonic, written or otherwise, as determined within the discretion of Plan
Administrator), to the Trustee, revise any investment elections as to the funds
in which future
contributions are to be invested.  Any such revisions shall be
effective as soon as practicable following receipt of such notice, but in no
event later than the close of business on the next following business day after
receipt of such notice.

      


      (d)         A
Participant (or his beneficiary in the case of his death) may, at any time, by
notice (telephonic or written) to the Trustee, direct a transfer between
investment funds of amounts up to the total value of his interest in any
investment funds.  Any such transfers shall be effective as soon as
practicable following receipt of such notice, but in no event later than the
close of business on the next following business day after receipt of such
notice.

      


      (e)         In
making any investment of the Trust assets, the Trustee shall be fully entitled
to rely on directions provided to it in accordance with this Section 13.4 and
shall have no obligation to make any inquiry with respect thereto.

      


      (f)         The
Administrator may promulgate any additional rules and regula­tions it deems
necessary or appropriate to govern all aspects of this Section 13.4, including
the establishment of more frequent periods in which investment changes may
occur.

      


      (g)         Dividends,
interest and other distributions received by the Trustee with respect to any
investment funds, shall be reinvested in the same fund.

      


      13.5             Compliance
with Section 404(c) of ERISA.  The Company, in
its sole discretion, made a determination to rely on Section 404(c) of ERISA, as
such Section relates to Participant investment direction regarding the
investment of Plan assets.  The Administrator shall establish rules
and regulations and administer the Plan in a manner consistent with the
disclosure, confidentiality and other provisions of Section 404(c) of ERISA and
the regulations promulgated thereunder.   The following rules
shall apply to any Participant directed investment in Employer
securities:

      


      (a)         The
Employer securities shall be qualifying employer securities as defined under
Section 407(d)(5) of ERISA.

       

       

       

      
        
          
          

        

        
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      (b)         The
Employer securities shall be publicly traded on a national exchange or other
recognized market with enough volume and frequency so that Participant
instructions may be acted upon promptly and efficiently.

      


      (c)         Participants
whose Accounts are invested in Employer securities shall receive all shareholder
information with respect to the Employer securities.

      


      (d)         Voting,
tender and proxy rights shall be passed through to Participants
along with information provided to the shareholders of such securities with
respect to the exercise of such rights.  In the event no voting
instructions are provided, the Committee shall vote such shares unless any
conflict of interest may occur.

      


      (e)         Notwithstanding
any contrary provision, information relating to the purchase, holding and sale
of Employer securities and the exercise of shareholder rights by Participants
shall be maintained in accordance with procedures set forth by the Administrator
that are designed to safeguard the confidentiality of the
information.

      


      (f)         The
Administrator designates the Vice President of Human Resources, or the most
senior human resource professional in the event the Vice President of Human
Resources is unable to perform such responsibilities, as the fiduciary who shall
be responsible for ensuring that:

      


      
        	
                 
      

              	
                (i)

              	
                the
      confidentiality procedures described in Subsection 11.5(e)(5) are
      adequate; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                an
      independent fiduciary shall be appointed to carry out the confidentiality
      procedures in any situation which the Vice President of Human Resources or
      any other designated fiduciary determines involves a potential for undue
      Employer influence on Participants, such as tender offers or contested
      board elections.  The independent fiduciary required by the
      preceding sentence shall be the transfer agent of the Employer, unless
      such entity is unwilling or unable to perform the responsibilities
      required under the confidentiality procedures.  In the event the
      independent fiduciary is unable to perform its responsibilities, the Vice
      President of Human Resource or any other designated fiduciary shall be
      responsible for selecting an appropriate independent
      fiduciary.

              


      

      


      (g)         All
directions received from Participants regarding transactions involving Employer
securities shall be effectuated as soon as administratively possible, in
accordance with procedures established by the Administrator, which shall be
consistently applied in a uniform manner.

       

       

      
        
          
          

        

        
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      13.6             Investment
Funds.  The Administrator shall have the exclusive authority
and discretion to direct the Trustee to establish one or more investment funds
for the investment of the assets of the Trust fund.  Such investment
funds may include, but need not be limited to, (i) mutual fund(s) managed by an
investment company or companies selected by the Administrator, and (ii) an
Employer Stock fund.  In making such direction, the Administrator
shall use the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims.  The Administrator may, at any time, direct that a new
investment fund or funds be established and/or discontinue an existing
investment fund or funds.  The assets constituting each investment
fund shall be segregated and kept separate from the assets constituting the
other investment funds.  All dividends, interest and other income of,
as well as any cash received from the sale or exchange of securities or other
property of an investment fund, shall be invested and reinvested in the same
investment fund.

      


      13.7           Failure
to Provide Investment Instructions.  If the Trustee receives
any contribution under the Plan as to which investment instructions are not
provided, such funds shall be invested in the Lifestyle Funds, with investments
based upon the Participant’s age.  The Plan Administrator shall
monitor workforce demographics to ensure that the Life Style Fund chosen remains
an appropriate investment vehicle under the Plan.  Nevertheless, the
Plan Administrator may select another  appropriate investment vehicle
based upon future IRS or DOL guidance.

      


      The Plan
shall provide a notice to all Participants 30 days before the first
default investment is made, and shall repeat the notice 30 days before the beginning
of each Plan Year.  The Plan Administrator shall also distribute to
Participants copies of all materials received from the default investment fund,
including annual reports, proxy materials, etc.

      


      13.8           Diversification
of NNI Stock.  PPA requires employers who have traditionally
made contributions of Profit Sharing and/or Matching Contributions in Employer
Stock to permit participants to diversify out of such accounts after they have
completed 3 years of
service for contributions made on or after January 1, 2006.  For
Account Balances as of December 31, 2006, a staggered diversification rule
permits 1/3 of a
Participant’s Account to be invested out of Employer Stock over a 3 year period of time.
Furthermore, Participants who have attained age 55 and have 3 years of service as of
December 31, 2006 are immediately eligible to diversify out of Employer
Stock.  NNI never restricted any investments in Employer
Stock.  Accordingly, no changes were required to comply with
PPA.

      


      All trades
associated with NNI stock are always subject to the NNI Trading
Policy.  NNI shall provide any notices as required to comply with
these new diversification rules.

       

       

      
        
          
          

        

        
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      ARTICLE
XIV

      ADMINISTRATION OF THE
PLAN

      


      14.1             Appointment
of Committee.  The Administrator, as such term is defined under
ERISA, shall be the Company, provided, however, that the Board may appoint a
Committee or Committees to act as the Company's agent to carry out the Company's
responsibility to administer the Plan.  The Committee shall consist of
at least 2 persons who
shall serve at the pleasure of the Board without compensation for the
perfor­mance of their duties under the Plan.  The Board may remove
a member of the Committee at any time by written notice to the Trustee(s) and
the Committee.  A member of the Committee may resign at any time by
filing written notice with the Board and the Trustee(s).  Vacancies on
the Committee shall be filled by the Board.  The names and authorized
signatures of the members of the Commit­tee, and any changes in the
membership thereof, shall be promptly certified to the Trustee(s) by the Board,
and the Trustee(s) may assume that the persons so certified will continue as
members of the Committee until advised different­ly in the same
manner.

      


      If the
Company does not appoint a Committee as provided above, then the powers, rights,
duties and obligations of the Committee as set forth in Sections 14.2 to 14.4
herein, shall be the duties of the Company and wherever the word "Committee"
shall appear there shall be substituted for it the word "Company" whom, as
indicated above, is the Plan Administrator.  The Company may also
delegate responsibilities to a single individual to act as the Plan
Administrator, who shall also perform the responsibilities of the
Committee.

      


      14.2             Duties of
Committee.  The Committee shall administer the Plan as the
Company's agent in accordance with its terms and shall have all the powers
necessary to carry out the provisions of the Plan.

      


      (a)         The
Committee shall have the complete and total authority and responsibility to
interpret and construe the Plan and to determine all questions arising
in  the administration, interpretation, and application of the Plan,
including, without limitation, questions of eligibility for participation,
eligibility for benefits, amount of Account Balances, and the timing of
distribution therefore and shall have the authority to deviate from the literal
terms of the Plan to the extent the Committee shall determine to be necessary or
appropriate to operate the Plan in compliance with applicable provisions of the
law.  It shall endeavor to act, whether by general rules or by
particular decision, so as not to discriminate in favor of or against any
person.  The Committee's decisions shall be conclusive and binding on
all persons, except as may otherwise be provided by law.

      


      (b)         The
Committee shall advise the Trustee(s) in writing with respect to all benefits
which become payable and shall direct the Trustee(s) as to the mode of
payment.  The Committee shall furnish to the Trustee(s) all pertinent
information that the Trustee(s) may require in the performance of its
duties.  The Committee may authorize any one or more of its members or
any agent to execute any document on behalf of the Committee, in which event the
Committee shall certify to the Trustee(s) such action and the names and
authorized signatures of those so designated.  

       

       

      
        
          
          

        

        
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      The
Trustee(s) may assume that the person so certified will continue to be
authorized until advised differently in the same manner.

      


      (c)         The
Committee may adopt such regulations as it deems advisable for the
administration of the Plan and conduct of its affairs.

      


      (d)         The
Company shall appoint such accountants, actuaries, attorneys, administrators,
consultants, or other specialists, as it deems necessary to assist the Committee
in connection with the administration of the Plan.  The cost of such
services and any other expenses of the Committee may be paid by the Employer,
but if any such expenses are not paid by the Employer, the Committee shall
direct the Trustee(s) to charge the Trust for such expenses.

      


      (e)         The
Committee shall keep a record of its pro­ceedings and acts and shall keep or
cause to be kept such books of account, records, and other data as may be
necessary for the proper administration of the Plan.  The Committee
shall make its records available to the Employer or any Participant for
examina­tion during regular business hours at the principal place of
business of the Employer; however, a Participant shall have access only to such
records as shall apply to himself.

      


      (f)         The
Committee shall cause the assets of the Plan to be valued at least quarterly and
shall notify each Participant of the value of such Participant's account
together with such other information, if any, as the Committee may deem
ad­visable, and/or as may be required by ERISA.

      


      (g)         The
Committee shall gather such information from the Employer, the Participants,
their Beneficiaries or any other person entitled to benefits under the terms of
the Plan as, in its opinion, it deems necessary for the proper administration of
the Plan.

      


      (h)         The
Committee shall prepare and implement a procedure to notify Employees that they
may elect to have a portion of their Compensation deferred or paid to them in
cash.

      


      14.3             Indemnification.  The
Company shall indemnify and hold the Committee and each member thereof harmless
against any liability it or he may incur as a result of acting as the
Employ­er's agent in the administration of the Plan, except each member of
the Committee shall be individually liable for his own willful
misconduct.  The Committee and any member thereof shall be fully
protected in any action prudently taken in good faith when relying upon any
opinion, report or advice which shall be furnished to it by the accountants,
actuaries, attorneys, consultants, and other professional advisors selected by
the Company.

      


      14.4             Meetings
and Majority Rule.  A majority of the members of the Committee
at the time in office shall constitute a quorum for the transaction of
business.  All resolutions or other actions taken by the Committee at
any meeting shall be by the vote of a majority of those present at any such
meeting.  Upon the unanimous concurrence, in writing, of the members
at the time in office, action of the Committee may be taken otherwise than at a
meeting.

       

       

      
        
          
          

        

        
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      ARTICLE
XV

      DISBURSEMENT OF
FUNDS

      


      15.1             Payments
From the Plan.  The Trustee(s) shall, from time to time, on the
written directions of the Company provided for in the Plan, make payments out of
the Trust to such persons, in such manner, in such amounts and for such purposes
as may be specified in the written directions of the Company, and upon any such
payment being made, the amount thereof shall no longer constitute a part of the
Trust.  The Trustee(s) shall not be responsible in any way with
respect to the application of such payments or for the administration of the
Plan.  The Trustee(s) shall be under no duty to enforce payment of any
contributions to the Trust and shall not be responsible for any inadequacy of
the Trust to meet and discharge any and all liabilities under the
Plan.  Should the Company establish a Committee as provided in Article
XIV of this Agreement, then the Trustee(s) shall take its directions from the
Committee instead of the Employer as provided for in this
Section.  The Company shall certify to the Trustee(s) the names and
specimen signatures of the members of any such Committee appointed by the Board
to act as the Employer's agent to administer the Plan.  The Company
shall promptly give notice to the Trustee(s) of changes in the membership of the
Committee, and until such notice is received by the Trustee(s), it shall be
fully protected in assuming that the member­ship of the Committee is
unchanged and is acting according­ly.

      


      15.2             Nonresponsibility
of Committee or Trustee(s).  Neither the Committee nor the
Trustee(s) shall be under any duty to inquire into the correctness of the
amounts contributed and paid over by the Employer pursuant to Section 4.13, nor
shall the Committee or the Trustee(s) be under any duty to enforce payment of
any contribu­tion to be made hereunder by the Employer.

       

       

      
        
          
          

        

        
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      ARTICLE
XVI

      COMPENSATION, EXPENSES AND
TAXES

      


      16.1             Expenses.  All
expenses incurred in connection with the administration of the Plan shall be
paid by the Employer.  The compensation of the Trustees and the
expenses incurred by the Trustees in performance of its duties, including
reasonable fees for legal services rendered to the Trustees, and all other
proper charges and disbursements of the Trustees, may be paid by the Employer,
within its discretion, but until paid shall con­stitute a charge upon the
Trust.  All taxes of any and all kinds whatsoever that may be levied
or assessed under existing or future laws upon or in respect of the Trust or the
income thereof, and any expenses directly relating to the invest­ments of
the Trust such as brokerage commissions, registra­tion charges, etc., shall
be paid from the Trust.  Also, just put that in Section 6.6 from the
other document in for me

       

       

       

      
        
          
          

        

        
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      ARTICLE
XVII

      POWERS OF
TRUSTEES

      


      17.1             The
Trust provisions shall be governed by the Trust Agreement dated December 21,
1998, as amended by an Amendment dated November 11, 2002, to confirm that
Participants vote all shares allocated to their accounts, and the Trustee shall
use “mirror” voting for any un-voted shares.

      


       

       

      
        
          
          

        

        
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      ARTICLE
XVIII

      MAINTENANCE OF
RECORDS

      


      18.1             Maintenance
of Records.  To the extent not inconsistent with the terms of
any Trust Agreement, it is understood and agreed that deposits and withdrawals
may be made directly to and from the underlying funds including mutual funds
which comprise the Trust Fund hereunder.  Transfers may be made
directly between such underlying funds. If withdrawals from the Trust Fund are
made, such withdrawals shall be delivered by the Trustees.  The
Trustees are authorized and shall be fully protected in relying upon those asset
and transaction reports which are provided to the Trustees by those mutual funds
which comprise  the underlying funds of this Trust Fund and on asset
and transaction reports received from the Administrator or the Administrator's
designee.  As soon as practicable after the end of each Plan year or
after the removal or resignation of the Trustees, the Trustees shall render a
written account to the Company of all transactions in the Trust for the Plan
year or for the period from the period covered by the last account up to the
resignation or removal of the Trustees.  The Trustees may fulfill its
obligation hereunder by forwarding to the Company the asset and transaction
reports for the same period received from the mutual funds and Administrator, or
the Administrator's designee, supplemented, if need be, by reports of any
transactions in the Trust Fund which are not contained in such asset and
transaction reports of the mutual funds and Administrator, or the
Administrator's designee.  After the mailing of such account by the
Trustees, the Company shall promptly notify the Trustees in writing of its
approval or disapproval thereof.  Such approval of any statement of
account shall constitute an account stated between the Trustees and the Company
as to all matters embraced therein and shall be binding upon the Employer to the
same extent as if the account had been settled and allowed in proceeding before
a court of competent jurisdiction.  In case the Company fails to
notify the Trustees in writing of its disapproval of the written account within
120 days after receipt
of the written account, as between the Company and the Trustees, the latter
shall be released as to all matters embraced therein, with the same force and
effect as if the same had been duly approved in writing.

       

       

      
        
          
          

        

        
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      ARTICLE
XIX

      REMOVAL, RESIGNATION AND
APPOINTMENT OF SUCCESSOR TRUSTEE

      


      19.1             Successor
Trustees.  The Trustees may be removed by the Company at any
time upon 60 days
written notice to such Trustees.  The Trustees may resign at any time
upon 60 days notice to
the Company in writing.  Upon such removal or resigna­tion of a
Trustees, the Company shall appoint a successor who shall have the same powers
and duties as those conferred upon the departing Trustees here­under, and
upon acceptance of such appointment by the successor Trustees, the departing
Trustees shall assign, transfer and pay over to such successor Trustees the
funds and properties then consti­tuting the Trust and, in that connection,
shall cause, if requested in writing by the successor Trustees, any part thereof
then held in any commingled trust to be withdrawn therefrom.  The
departing Trustees are authorized, however, to reserve such sum of money, as it
may deem advisable, for payment of its fees and expenses in connection with the
settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over to the
successor Trustees.  The provisions of this Section 19.1 shall be
superseded by any separate Trust Agreement.

      


       

       

      
        
          
          

        

        
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      ARTICLE
XX

      IMMUNITY OF
TRUSTEES

      


      20.1             Consultation
with Counsel.  To the extent any individual, and non-corporate Trustees exist,
the Trustees may from time to time consult with counsel, who may be counsel for
the Employer, and shall be fully protected in acting upon the advice of
counsel.  The provisions of this Article XX, shall only apply to the extent that
individual Trustees exist for purposes of the Plan.

      


      20.2             Trustee(s)
Not Liable in Administration of the Trust.  The Trustee(s)
shall not (except as may be otherwise provided in Section 405 of ERISA) be held
responsible for any loss to the Trust, a Participant or a Beneficiary resulting
from a breach of duty committed by any other fiduciary or party-in-interest
unless the Trustee(s) had knowledge of or participated in any such breach of
duty.  The Company agrees to indemnify and to hold the Trustee(s)
harmless from any liability in the administration of the Trust, unless arising
from the Trustees' own negligence or willful misconduct.  The
Trustee(s) shall not (except as may be required by law) give any bond or other
security for the faithful perfor­mance of its duties under this
Plan.

      


      20.3             Actions
Governed by Corporate Resolution.  Except as otherwise herein
specifically provided, any action by the Company pursuant to any of the
provisions of this Plan shall be evidenced by (1) a resolution of its Board (or
similar governing body) certified to the Trustee(s) over the sig­nature of
its Secretary or Assistant Secretary or other duly authorized agent under the
corporate seal, if any, or (2) by appropriate written authorization of any
person or committee to which the Board has delegated the authority to take such
action, and the Trus­tee(s) shall be fully protected in acting in accordance
with any such resolution or other authorization.

      


      20.4             Certification
of Employer.  The Trustee(s) shall be fully protected in
relying upon a certification of an employee of the Employer and also in relying
upon the certification of any officer or agent of the Employer, and in
continuing to rely upon such certification until a subsequent certification is
filed with the Trustee(s).  The Trustee(s) shall be fully protected in
acting upon any instrument, certificate or paper believed by it to be genuine
and to be signed or presented by the proper person or persons, and the
Trustee(s) shall be under no duty to make any investigation or inquiry as to any
statement contained in any such writing, but may accept the same as conclusive
evidence of the truth and accuracy of the statements therein
contained.  The Trustee(s) shall not be liable for the proper
application of any part of the Trust if action is taken by the Trustee(s) in
accor­dance with the written directions of the Employer as herein
provided.

      


      20.5             Not
Required to Participate in Litigation.  The Trus­tee(s)
shall not be required to participate in any litigation either for the collection
of monies or other property due the Trust, or in defense of any claim against
the Trust unless the Trustee(s) shall have been indemnified to its
satisfac­tion against all expense and liability to which the Trustee(s)
might become subject; but upon the written directions of the Company, the
Trustee(s) may compromise, settle, or adjust claims arising out of any insurance
company contracts.

       

       

       

      
        
          
          

        

        
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      20.6             Standard
of Trustee's Care for Participant Investment Direction.  In
accordance with Section 404(c) of ERISA and the Participant investment direction
provisions of Article XIII of the Plan, to the extent Participant's exercise
discretion regarding the investment of any Trust assets, the Trustee's only duty
shall be to invest the Trust's assets in accordance with the Participants'
directions given pursuant to Article XIII of the Plan.  The Trustee
shall not have any duty to question the soundness of a Participant's
instructions concerning the investment direction of such Participant's account
or portion thereof, nor to review or make any recommendation of its own with
respect to the making or retention of any such investment.  The
Trustee shall have no liability to any person for any action taken or omitted in
accordance with any instructions given by the Participant's account or portion
thereof, or for the failure of such Participant to given such
directions.

      


      20.7             Directions
of Administrator.  The Administrator or Committee may appoint
any individual or firm to perform certain, or all, of its functions including
ministerial actions and direction of the Trustee, excluding any fiduciary
responsibilities.  The Trustee shall be notified of such appointment
and provided specimen signatures of the individual, or individuals, in the firm
who may direct the Trustee, and the Trustee shall be fully protected in relying
upon directions provided in accordance with any such appointments.

       

       

       

      
        
          
          

        

        
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      ARTICLE
XXI

      AMENDMENT, DISCONTINUANCE,
TERMINATION AND MERGER

      


      21.1             Company
Right to Amend, Modify, Suspend Or Terminate the Plan.  While
the Company intends to continue the Plan indefinitely, it reserves the right at
any time and from time to time to amend, modify, suspend or discontinue this
Plan in whole or in part by action of the Board or the Plan
Administrator, to whom the Company has delegated the ability to execute all
documents (including Plan Amendments) and to take all action to keep the Plan in
compliance with all tax requirements; provided, however, except as in Section
21.2 herein, the Company shall have no power to amend, modify, suspend or
discontinue the Plan in such manner as will cause or permit any part of the
funds accumu­lated under the Plan to be diverted to purposes other than for
the exclusive benefit of the Participants, Former Partici­pants, retired
Participants or their Beneficiaries or as will cause or permit any portion of
the funds to revert to or become the property of the Employer, and provided
further, that no amendment shall deprive Participants, Former Participants,
retired Participants or their Beneficiaries of any rights then vested in or
accrued to them.  Any amendment, modification, suspension or
discontinuance of this Plan shall be made by written notice delivered to the
Trustees, provided that no such amendment which affects the rights, duties or
responsibilities of the Trustees may be made without its consent.  The
Plan Administrator made minor changes to the Plan to keep it in compliance with
all tax laws and to execute other Amendments as long as they do not suspend or
discontinue the Plan, or significantly increase benefits.

      


      In no
event, however, shall any amendment to the Plan, or merger of any plan into this
Plan, have the effect of reducing a Participant's accrued benefit other than an
amendment described in Section 412(c)(8) of the Code or Section 4281 of
ERISA.  For purposes of this Section, a Plan amendment which has the
effect of (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy, or (2) eliminating an optional form of benefit, with
respect to benefits attributable to service before the amendment shall be
treated as reducing bene­fits hereunder, except as otherwise permitted with
adequate notice to Participants.  In the case of a retirement-type
subsidy, the preced­ing sentence shall apply only with respect to a
Participant who satisfies (either before or after the amendment) the
pre-amend­ment conditions for the subsidy.  In general, a
retirement-type subsidy is a subsidy that continues after retirement, but does
not include a qualified disability benefit, a medical benefit, a social security
supplement, a death benefit (including life insurance), or a plant shutdown
benefit (that does not continue after retire­ment
age).  Furthermore, no amendment to the Plan shall have the effect of
decreasing a Participant's vested interest determined without regard to such
amendment as of the later of the date such amendment is adopted, or becomes
effective.

      


      An
Employer other than the Company can terminate its participation in the Plan by
providing 30 days
written notice to the Company and the Trustees.

      


      


      
        
          
          

        

        
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      21.2             Participants'
Protection if Plan is Terminated.

      


      (a)         Upon
the complete discontinuation of contributions to the Plan, or the complete or
partial termination of the Plan, the rights of all affected Employees under the
Plan shall become fully vested and nonforfeitable.  After the
occurrence of any of these events, and notification of the Trustees of the
occurrence thereof, all Accounts shall be revalued as if the termination date
were a Valuation Date, and the Account Balances shall be distributed in
accordance with Article VIII.

      


      If the
Plan is partially or completely terminated or contributions are completely
discontinued no further contributions shall be made by the Employer; but the
Trust shall be administered as though the Plan were otherwise in full force and
effect until all assets are distributed.

      


      (b)         Upon
a Plan termination, or upon the dissolution or liquidation of the Employer, the
assets shall be paid out by the Trustees, as and when directed by the Committee,
in accordance with the provisions of Section 21.2
herein.  Notwithstanding the foregoing, the Administrator may instruct
the Trustees to delay distribution of the Plan's assets until it has received a
determination from the Internal Revenue Service that the termination does not
adversely impact the Plan's qualified status under Section 401 of the
Code.

      


      21.3             Merger.  No
merger or consolidation with, or transfer of any of the Plan's assets or
liabilities to, any plan shall occur at any time unless each Participant would
receive (as if the Plan had then terminated) 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 the Plan had then terminated).

      


       

       

      
        
          
          

        

        
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      ARTICLE
XXII

      TOP HEAVY
STATUS

      


      22.1             Top Heavy
Plan Requirements.

      


      For any
Top Heavy Plan Year, the Plan shall provide the following:

      


      (a)         A
special minimum contribution and allocation requirements of Section 416(c) of
the Code pursuant to Section 6.2 of the Plan;

      


      (b)         For
Plan Years beginning before January 1, 2006, the maximum amount of Compensation
taken into considera­tion for purposes of determining contribu­tions
under the Plan for any Partici­pant for any such Plan Year shall be $225,000 in 2007 and $230,000 in 2008, (or such other amount as
may be prescribed under Treasury regula­tions).

      


      22.2             Determination
of Top Heavy Status.

      


      (a)         This
Plan shall be a Top Heavy Plan for any Plan Year in which, as of the
Determination Date, (1) the Present Value of Accrued Benefits of Key Employees
and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and
all plans of an Aggregation Group, exceeds 60% of the Present Value of
Accrued Benefits and the Aggregate Accounts of all Key and Non-Key Employees
under this Plan and all plans of an Aggregation Group.

      


      If any
Participant is a Non-Key Employee for any Plan Year, but such Participant was a
Key Employee for any prior Plan Year, such Participant's Present Value of
Accrued Benefit and/or Aggregate Account Balance shall not be taken into account
for purposes of determining whether this Plan is a Top Heavy or Super Top Heavy
Plan (or whether any Aggregation Group which includes this Plan is a Top Heavy
Group).  In addition, if a Participant or Former participant has not
performed any service for any Employer maintaining the Plan at any time during
the 5 year period ending on the Determination Date, the Aggregate Account and/or
Present Value of Accrued Benefit for such participant or Former Participant
shall not be taken into account for the purposes of determining whether this
Plan is a Top Heavy or Super Top Heavy Plan.

      


      (b)         This
Plan shall be a Super Top Heavy Plan for any Plan Year in which, as of the
Determination Date, (1) the Present Value of Accrued Benefits of Key Employees
and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and
all plans of an Aggregation Group, exceed 90% of the Present Value of
Accrued Benefits and the Aggregate Accounts of all Key and Non-Key Employees
under this Plan and all plans of an Aggregation Group.

      


      (c)         Aggregate
Account:  A Participant's Aggregate Account as of the Determination
Date is the sum of:

       

       

      
        
          
          

        

        
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      (1)           The
Participant's Account Balance as of the most recent valuation occurring within a
12 month period ending
on the Determination Date.

      


      (2)           Contributions
that would be allocated as of a date not later than the Determination Date, even
though those amounts are not yet made or required to be made.

      


      (3)           Any
Plan distributions made within the Plan Year that includes the Determination
Date or within the 4
preceding Plan Years.  However, in the case of distributions made
after the Valuation Date and prior to the Determination Date, such distributions
are not included as distributions for Top Heavy purposes to the extent that such
distributions are already included in the Participant's Aggregate Account
balance as of the Valuation Date.  Notwithstanding anything herein to
the contrary, all distributions, including distributions made prior to
January 1, 1984, and distributions under a terminated plan which if it had
not been terminated would have been required to be included in an Aggregation
Group, will be counted.  Further, distribu­tions from the Plan
(including the cash value of life insurance policies) of a Participant's Account
Balance because of death shall be treated as a distribution for the purposes of
this paragraph.

      


      (4)           Any
Employee contributions, whether voluntary or mandatory.  However,
amounts attributable to tax deductible qualified employee contribu­tions (as
defined in Section 219(e) of the Code) shall not be considered to be a part of
the Participant's Aggregate Account balance.

      


      (5)           With
respect to unrelated rollovers and plan-to-plan transfers (ones which are both
initiated by the Employee and made from a plan maintained by one employer to a
plan main­tained by another employer), if this Plan provides the rollovers
or plan-to-plan transfers, it shall always consider such rollover or
plan-to-plan transfer as a distribution for the purposes of this
Section.  If this Plan is the Plan accepting such rollovers or
plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan
transfers accepted after December 31, 1983 as part of the Participant's
Aggregate Account balance.  However, rollovers or plan-to-plan
transfers accepted prior to January 1, 1984 shall be considered as part of the
Par­ticipant's Aggregate Account Balance.

      


      (6)           With
respect to related rollovers and plan-to-plan transfers (ones either not
initiated by the Employee or made to a plan maintained by the same employer), if
this Plan provides the rollover or plan-to-plan transfer, it shall not be
counted as a distribution for purposes of this Section.  If this Plan
is the Plan accepting such rollover or plan-to-plan transfer, it shall not
consider such rollover or plan-to-plan transfer accepted after December 31, 1983
as part of the Participant's Aggregate Account balance, irrespective of the date
on which such rollover or plan-to-plan transfer is accepted.

      


      (d)         "Aggregation
Group" means either a Required Aggregation Group or a Permissive Aggregation
Group as hereinafter determined.

       

       

       

      
        
          
          

        

        
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      (1)           Required
Aggregation Group:  In determining a Required Aggregation Group
hereunder, each plan of the Employer in which a Key Employee is a Participant,
and each other plan of the Employer which enables any plan in which a Key
Employee participates to meet the requirements of Sections 401(a)(4) or 410 of
the Code, will be required to be aggregated.  Such group shall be
known as a Required Aggregation Group.

      


      In the
case of a Required Aggregation Group, each plan in the group will be considered
a Top Heavy Plan if the Required Aggrega­tion Group is a Top Heavy
Group.  No plan in the Required Aggrega­tion Group will be
considered a Top Heavy Plan if the Required Aggregation Group is a not a Top
Heavy Group.

      


      (2)           Permissive
Aggregation Group:  The Employer may also include any other plan not
required to be included in the Required Aggregation Group, provided the
resulting group, taken as a whole, would continue to satisfy the provisions of
Sections 401(a)(4) and 410 of the Code.  Such group shall be known as
a Permissive Aggregation Group.

      


      In the
case of a Permissive Aggregation Group, only a plan that is part of the Required
Aggregation Group will be considered a Top Heavy Plan if the Permissive
Aggregation Group is a Top Heavy Group.  No plan in the Permissive
Aggregation Group will be considered a Top Heavy Plan if the Permissive
Aggregation Group is a not a Top Heavy Group.

      


      (3)           Only
those plans of the Employer in which the Determination Dates fall within the
same calendar year shall be aggregated in order to determine whether such plans
are Top Heavy Plans.

      


      (4)           An
Aggregation Group shall include any terminated plan of the Employer if it was
maintained within the last 5 years ending on the
Determination Date.

      


      (e)         Present
Value of Accrued Benefit:  In the case of a defined benefit plan, a
Participant's present value of accrued benefit shall be as determined under the
provisions of the applicable defined benefit plan.

      


      (f)         "Top
Heavy Group" means an Aggregation Group in which, as of the Determination Date,
the sum of:

      


      (1)           the
present value of accrued benefits of Key Employees under all defined benefit
plans included in the group, and

      


      (2)           the
Aggregate Accounts of Key Employees under all defined contribution plans
included in the group exceeds 60% of a similar sum
determined for all Partici­pants.

       

       

      
        
          
          

        

        
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      (g)         The
adjustments for Section 415, that are necessary if the Plan becomes top heavy
and employees participate in both defined benefit and defined contribution
plans, shall no longer be effective as of January 1, 2000.

       

       

       

      
        
          
          

        

        
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      ARTICLE
XXIII

      QUALIFIED DOMESTIC RELATIONS
ORDERS

      


      23.1             Qualified
Domestic Relations Orders.

      


      (a)         For
purposes of this Article, a "qualified domestic relations order" (QDRO) shall
mean a "domestic relations order" which creates or recognizes the existence of
an alternate payee's right to receive all or a portion of the benefits payable
with respect to a Participant under the Plan.

      


      (b)         For
purposes of this Article, a "domestic relations order" shall mean any judgment,
decree or order which relates to the payment of child support, alimony or
marital property rights, and is made pursuant to State domestic relations
law.

      


      (c)         The
Administrator shall provide prompt notice to the Participant, any alternate
payees, and any other parties within the Administrator's knowledge likely to be
affected by the  order, of: (1) the receipt of a "domestic relations
order" and (2) his determination pursuant to Section 23.2 as to whether such
order qualifies as a QDRO.

      


      (d)         For
purposes of this Article, "alternate payee" shall mean any spouse, former
spouse, child or other dependent of a Participant who is recognized by a
"domestic relations order" as having a right to receive all, or a portion of,
the benefits payable under the Plan with respect to such
Participant.

      


      23.2             Determination
of Qualification of Domestic Relations Order.

      


      (a)         Within
a reasonable period of time after the receipt of a "domestic relations order" by
the Administrator, he shall make a determination as to whether such order
qualifies as a QDRO by ensuring that the order meets at least the following
requirements:

      


      (1)           Clearly
specifies the name and the last known mailing address (if any) of the
Participant and the name and mailing address of each alternate
payee,

      


      (2)           Clearly
specifies the amount or percentage of the Participant's Account Balance to be
paid by the Plan to each such alternate payee, or the manner in which such
amount or percentage is determined,

      


      (3)           Clearly
specifies the number of payments or period to which such order
applies,

      


      (4)           Clearly
specifies each Plan to which such order applies,

       

       

      
        
          
          

        

        
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      (5)           Does
not require the Plan to provide any type or form of benefit, or any option, not
otherwise provided under the Plan, except as otherwise provided in Section
414(p)(4) of the Code,

      


      (6)           Does
not require the Plan to provide increased benefits, (determined on the basis of
ac­tuarial value), and

      


      (7)           Does
not require the payment of benefits to another alternate payee under another
order previously determined to be a QDRO.

      


      (b)         While
the qualified status of an order is being determined by the Administrator, Plan
benefits which would have been payable to an alternate payee during such period
if the order had been determined to be a QDRO, shall be segregated in a separate
account.  In no event, however, shall such separate account be
maintained for a period exceeding 18 months.  If no
determination with respect to the order is made within 18 months, benefits are to be
distributed without regard to the order until such time as the status of the
order is determined in favor of the alternate payee, if at all.

      


      (c)         The
Administrator shall administer the alternate payee's benefits as provided in the
QDRO.  However, if the QDRO fails to provide for such administration,
the Administrator shall, in his sole discretion, administer the alternate
payee's benefits in any reasonable manner consistent with the Plan and the
QDRO.

      


      23.3           Payment
of Qualified Domestic Relations Orders.  A distribution to an
"alternate payee" shall be permitted if such distribution is authorized by a
"qualified domestic relations order", even if the affected Participant has not
separated from service and has not reached the "earliest
retirement age" under the Plan.  For the purposes of this Section
23.3, "alternate payee", "qualified domestic relations order" and "earliest
retirement age" shall have the meaning set forth under Section 414(p) of the
Code.

      


      23.4           QDRO
Expenses.  The Department of Labor issued guidance in a Field
Assistance Bulletin 2003-13 allowing employers to charge Participants for
certain expenses associated with the maintenance of their
Accounts.  As a result of this guidance, the Plan was amended
effective as of March 28, 2005, to provide that Participant Accounts shall be
charged any and all administrative costs associated with the processing of any
court order intended to be classified as a Qualified Domestic Relations Order (a
“QDRO”), including 50%
of any legal fees, up to a maximum total fee of $500, to be charged to a
Participant’s Account prior to effectuating any allocation of an Account between
the Participant and an Alternate Payee.

       

       

      
        
          
          

        

        
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        ARTICLE
XXIV

      

      
        ROTH ELECTIVE
DEFERRALS

      

      


      24.1           Effective
Date of Roth Feature.  Effective as of the date an amendment is
executive, implementing this provision of the Plan, the Employer may add Section 402A of the
Code to the Plan, as enacted by the Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”), permitting Employee After-Tax Roth 401(k)
Contributions to be made to the Plan.  This Article is intended as
good faith compliance with the requirements of Section 402A of the Code and
guidance issues thereunder, and shall be interpreted in a manner consistent with
such guidance.

      


      24.2           Supersession
of Inconsistent Provisions.  This provision shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this Article.

      


      24.3           Roth
Elective Deferrals are permitted.  Employee After-Tax Roth
401(k) Contributions shall be treated in the same manner as Elective Deferrals
for all Plan purposes except as otherwise provided in Article
XXIV.  The Employer may, in operation, implement deferral election
procedures provided such procedures are communicated to Participants and permit
Participants to modify their elections at least once each Plan
Year.

      


      24.4           Elective
Deferrals.  For years beginning after 2008, the term “Elective
Deferrals” includes Pre-Tax Employee Savings Contributions and Employee
After-Tax Roth 401(k) Contributions.

      


      24.5           Pre-Tax
Employee Savings Contributions.  Pre-tax Employee Savings
Contributions means a Participant’s Elective Deferrals which are not includible in the
Participant’s gross income at the time deferred and have been irrevocably
designated as pre-tax Employee Savings Contributions by the Participant in his
or her deferral election.  A Participant’s pre-tax Employee Savings
Contributions shall be separately accounted for, as shall gains and losses
attributable to those pre-tax Employee Savings Contributions.

      


      24.6           Roth
Contributions.  “Roth Contributions” means a Participant’s
Elective Deferrals that are includible in the
Participant’s gross income at the time deferred and have been irrevocably
designated as Employee After-Tax Roth 401(k) Contributions by the Participant in
his or her deferral election.  A Participant’s Employee After-Tax Roth
401(k) Contributions shall be separately accounted for, as shall gains and
losses attributable to those Employee After-Tax Contributions in an Employee
After-Tax Contribution Account.  However, forfeitures may not be
allocated to such Account.  The Plan must also maintain a record of a
Participant’s investment in the contract (i.e., designated Employee After-Tax
Roth 401(k) Contributions that have not been distributed.)  Employee
After-Tax Roth 401(k) Contributions are not considered Employee Savings
Contributions for Plan purposes.

       

      
 

      
        
          
          

        

        
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      24.7           Hardship
and In-Service Distributions.  Since the Plan permits hardship
distributions of Employee Savings Contributions, Employee After-Tax Roth 401(k)
Contributions may be withdrawn for a hardship distribution subject to the same
conditions that apply to Employee Savings Contributions.  Since the
Plan permits in-service distributions, Employee After-Tax Roth 401(k)
Contributions may be withdrawn for an in-service distribution subject to the
same conditions that apply to Employee Savings Contributions.

      


      24.8           Ordering
Rules for Distributions.  The Administrator operationally may
implement an ordering rule procedure for withdrawals (including, but not limited
to, hardship or other in-service withdrawals) form a Participant’s accounts
attributable to Employee Savings Contributions or Employee After-Tax Roth 401(k)
Contributions.  Pursuant to such procedure, the Administrator may
determine whether the Employee Savings Contributions or Employee After-Tax Roth
401(k) Contributions are distributed first, provided any such determination is
made in a uniform nondiscriminatory manner.  Alternatively, such
procedure may permit the Participant to elect which type of deferrals shall be
distributed first.  Further, a terminated Participant may elect a
distribution of all or a portion of his or her account balance attributable to
Employee After-Tax Roth 401(k) Contributions at a different time than a
distribution of all or a portion of his or her other accounts under the
Plan.

      


      24.9           Corrective
Distributions Attributable to Roth Elective Deferrals.  For any
Plan Year in which a Participant may make both Employee After-Tax Roth 401(k)
Contributions and pre-tax Employee Savings Contributions, the Administrator
shall implement the following ordering rule procedure for the distribution of
Excess Deferrals (Section 402(g)), Excess Contributions (Section 401(k)), Excess
Aggregate Contributions (Section 401(k)), and Excess Annual Additions (Section
415).  For Plan Years beginning after 2007, Excess Deferrals, Excess
Contributions, Excess Aggregate Contribution and Excess Annual Additions shall
be first distributed from a Participant’s Employee After-Tax Roth 401(k)
Contributions unless the Administrator permits the Employee to elect
otherwise.

      


      24.10                      Loans.  Since
Participant loans are permitted under the Plan, then Employee After-Tax Roth
401(k) Contributions are treated in the same manner as pre-tax Employee Savings
Contributions for purposes of the loan policy or program regarding limitations
on the ability to borrow form, or use as security.  Furthermore, the
loan policy or program may be modified to provide for an ordering rule with
respect to the default of a loan that is made from the Participant’s Employee
After-Tax Roth 401(k) Contribution Account and other Accounts under the
Plan.

      


      24.11                      Rollovers.  A
Direct Rollover of a distribution from a Participant’s Employee After-Tax Roth
401(k) Contribution Account shall only be made to another Employee After-Tax
Roth 401(k) Contribution Account of an applicable retirement plan as described
in Section 402A(e)(1) of the Code or to a Roth IRA as described in Section 408A
of the Code, and only to the extent the rollover is permitted under the rules of
Section 402(c).

      


      (a)           The
Plan shall accept a Rollover Contribution to a Participant’s Employee


       

       

      
        
          
          

        

        
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      After-Tax
Roth 401(k) Contribution Account only if it is a Direct Rollover from another
Roth Elective Deferral account of an applicable retirement plan as described in
Section 402A(e)(1) of the Code and only to the extent the rollover is permitted
under the rules of Section 402(c).  The Employer, operationally and on
a uniform and nondiscriminatory basis, may decide whether to accept any such
rollovers.

      


      (b)           The
Plan shall not provide for a Direct Rollover (including an automatic rollover)
for distributions from a Participants’ Employee After-Tax Roth 401(k)
Contribution Account if the amount of the distributions that are eligible
rollover distributions are reasonably expected to total less than $200 during a Plan
Year.  In addition, any distribution from a Participant’s Employee
After-Tax Roth 401(k) Contribution Account is not taken into account in
determining whether distributions from a Participant’s other Accounts are
reasonably expected to total less than $200 during a Plan
Year.  However, eligible Rollover Distributions from a Participant’s
Employee After-Tax Roth 401(k) Contribution Account are taken into account in
determining whether the total amount of the Participant’s account balances under
the Plan exceed the Plan’s limits for purposes of mandatory distributions from
the Plan.

      


      (c)           The
provisions of the Plan that allow a Participant to elect a Direct Rollover of
only a portion of an eligible rollover distribution but only if the amount
rolled over is at least $500 is applied by treating
any amount distributed from a Participant’s Employee After-Tax Roth 401(k)
Contribution Account as a separate distribution from any amount distributed from
the Participant’s other Accounts in the Plan, even if the amounts are
distributed at the same time.

      


      24.12                      Automatic
Enrollment.  If the Plan utilizes an automatic enrollment
feature (i.e., in the absence of an affirmative election by a Participant, a
certain amount or percentage of Compensation shall automatically be contributed
to the Plan as a pre-tax Elective Deferral), then such Elective Deferral shall
be a pre-tax Employee Savings Contribution and not an Employee After-Tax Roth
401(k) Contribution.

      


      24.13             Operational
Compliance.  The Plan Administrator shall administer Employee
After-Tax Roth 401(k) Contributions in accordance with applicable regulations or
other binding authority not reflected in this Plan.  Any applicable
regulations or other binding authority shall supersede any contrary provisions
of the Plan.

       

       

       

      
        
          
          

        

        
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      ARTICLE
XXV

      MISCELLANEOUS
PROVISIONS

      


      25.1             Non-Guarantee
of Employment.  Nothing contained in this Plan shall be
construed as a contract of employment between the Employer and any Employee, or
as a right of any Employee to be continued in the employment of the Employer, or
as a limitation of the right of the Employer to discharge any Employee with or
without cause.

      


      25.2             Rights to
Assets.  No Participant, Former Participant, retired
Participant or Beneficiary shall have any right to, or interest in, any part of
the Trust except as provided in the Plan and Trust.  All payments of
benefits as provided for in this Plan shall be made solely from the assets of
the Trust.

      


      25.3             Limitation
of Liability.  Neither the Employer, any member of the
Committee, nor the Trustees guarantees the Trust in any manner against loss or
depreciation, and none of them shall be liable to any person for any act or
failure to act of any of them which is prudently made pursuant to law and the
provisions of the Plan and Trust, nor shall any of them be liable for any breach
of duty committed by any other Fiduciary or other party-in-interest unless they
knowingly participated in any such breach of duty, had knowledge thereof, or
should have had knowledge thereof, and failed to act prudently to remedy any
such breach or to prevent the occurrence thereof.

      


      25.4             Spendthrift
Clause.

      


      (a)         Subject
to the exceptions provided below, no benefit which shall be payable out of the
Trust to any person (including a Participant or his Beneficiary) shall be
subject in any manner to anticipation, alienation, sale, transfer,
assign­ment, pledge, encumbrance, or charge, and any attempt to
an­ticipate, alienate, sell, transfer, assign, pledge, encumber, or charge
the same shall be void; and no such benefit shall in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements, or torts of any
such person, nor shall it be subject to attachment or legal process for or
against such person, and the same shall not be recognized by the Trustees,
except to such extent as may be required by law.

      


      (b)         This
provision shall not apply to the extent a Partici­pant or Beneficiary is
indebted to the Plan, for any reason, under any provision of this
Plan.  At the time a distribution is to be made to or for a
Participant's or Benefi­ciary's benefit, such proportion of the amount
distributed as shall equal such indebted­ness shall be paid by the Trustees
to the Trustees or the Administrator, at the direction of the
Adminis­trator, to apply against or discharge such
indebtedness.  Prior to making a payment, however, the Participant or
Beneficiary must be given written notice by the Administrator that such
indebtedness is to be so paid in whole or part from his Partici­pant's
Account Balance.  If the Participant or Beneficiary does not agree
that the indebtedness is a valid claim against his vested Account Balance, he
shall be entitled to a review of the validity of the claim in accordance with
procedures provided in Article XI.

       

       

      
        
          
          

        

        
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      (c)         This
provision shall not apply to a "qualified domestic relations order" defined in
Section 414(p) of the Code, and those other domestic relations orders permitted
to be so treated by the Administrator under the provisions of the Retirement
Equity Act of 1984.  The Administrator shall establish a written
pro­cedure to determine the qualified status of domestic relations orders
and to administer distributions under such qualified orders.  Further,
to the extent provided under a "qualified domestic relations order," a former
spouse of a Participant shall be treated as the Spouse or surviving Spouse for
all purposes under the Plan.

      


      25.5             Annual
Report of the Trustee.  To the extent such action is not
inconsistent with any separate Trust Agreement, within 60 days after the latter of
the Anniversary Date or receipt of the Employer's contribution for each Plan
Year, the Trustee shall furnish to the Employer and the Committee a written
statement of account with respect to the Plan year for which such contribution
was made setting forth:

      


      (a)         The
net income, or loss, of the Trust Fund;

      


      (b)         The
gains, or losses, realized by the Trust Fund upon sales or other disposition of
the assets;

      


      (c)         The
increase, or decrease, in the value of the Trust Fund;

      


      (d)         All
payments and distributions made from the Trust Fund; and

      


      (e)         Such
further information as the Trustee and/or the Committee deems
appropriate.  The Employer, forthwith upon its receipt of each such
statement of account, shall acknowledge receipt thereof in writing and advise
the Trustee and the Committee of its approval or disapproval
thereof.  Failure by the Employer to disapprove any such statement of
account within 90 days after its receipt thereof shall be deemed an approval
thereof.  The approval by the Employer of any statement of account
shall be binding as to all matters contained therein as between the Employer and
the Trustee to the same extent as if the Account of the Trustee had been settled
by judgment or decree in an action for a judicial settlement of its Account in a
court of competent jurisdiction in which the Trustee, the Employer and all
persons having or claiming an interest in the Plan were parties; provided,
however, that nothing herein contained shall deprive the Trustee of its right to
have its accounts judicially settled if the Trustee so desires.

      


      25.6             Audit.

      


      (a)         If
an audit of the Plan's records shall be required by ERISA and the regulations
thereunder for any Plan Year, the Committee shall engage on behalf of all
Participants an independent qualified public accountant for that
purpose.  Such accountant shall, after an audit of the books and
records of the Plan in accordance with generally accepted auditing standards,
within a reasonable period after the close of the Plan Year, furnish to the
Committee and the Trustee a report of his audit setting forth his opinion as to
whether each of the following statements, schedules or 

       

       

      
        
          
          

        

        
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      lists, or
any others that are required by Section 103 of ERISA or the Secretary of Labor
to be filed with the Plan's annual report, are presented fairly in conformity
with generally accepted accounting principles applied consistently;

      


      (1)           Statement
of the assets and liabilities of the Plan;

      


      (2)           Statement
of changes in net assets available to the Plan;

      


      (3)           Statement
of receipts and disbursements, a schedule of all assets held for investment
purposes, a schedule of all loans or fixed income obligations in default at the
close of the Plan Year;

      


      (4)           A
list of all leases in default or uncollectible during the Plan
Year;

      


      (5)           The
most recent annual statement of assets and liabilities of any bank common or
collective  trust fund in which Plan assets are invested or such
information regarding separate accounts or trusts with a bank or insurance
company as the Trustee and Committee deem necessary; and

      


      (6)           A
schedule of each transaction or series of transactions involving an amount in
excess of 3% of Plan
assets.

      


      All
auditing and accounting fees shall be an expense of and may, at the election of
the Committee, be paid from the Trust Fund.

      


      (b)         If
some or all of the information necessary to enable the Committee to comply with
Section 103 of ERISA is maintained by a bank, insurance company, or similar
institution, regulated and supervised and subject to periodic examination by a
state or federal agency, it shall transmit and certify the accuracy of that
information to the Committee as provided in Section 103(b) of ERISA within 120 days after the end of the
Plan Year or by such other date as may be prescribed under regulations of the
Secretary of Labor.

      


      25.7             No
Prohibited Transactions.  Notwithstanding anything to the
contrary contained in this Plan, the Trustee shall not permit any transaction
which would constitute either: (i) a prohibited transaction under Sections 406
and 407 of ERISA and which is not exempted under Section 408 of ERISA, or (ii) a
prohibited transaction under Section 4975 of the Code which is not exempted
under Section 4975 of the Code.

      


      25.8             Bonding.  Every
Fiduciary, except a bank or an insurance company, unless exempted by ERISA and
regulations thereunder, shall be bonded in an amount not less than 10 percent of the amount of
the funds such Fiduciary handles; provided, however, that the minimum bond shall
be $1,000 and the
maximum bond, $500,000
(or $1,000,000
for certain plans holding Employer Stock).  The amount of funds
handled shall be determined at the beginning of each Plan 

       

       

      
        
          
          

        

        
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      Year by
the amount of funds handled by such person, group, or class to be covered and
their predecessors, if any, during the preceding Plan Year, or if there is not
preceding Plan Year, then by the amount of the funds to be handled during the
then current year.  The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others.  The surety shall be a corporate surety
company (as such term is used in Section 412(a)(2) of ERISA), and the bond shall
be in a form approved by the Secretary of Labor.  Notwithstanding
anything in the Plan to the contrary, the cost of such bonds shall be an expense
of and may, at the election of the committee, be paid from the Trust or by the
Employer.

      


      25.9             Aggregation
Rules of Self-Employed Plans.  Notwithstanding any provision of
the Plan to the contrary, any contributions to this Plan on behalf of any
owner-employee may be made only with respect to the earned income of the
owner-employee that is derived from the trade or business with respect to which
the Plan is established.

      


      25.10             USERRA.  Notwithstanding
any provisions to the contrary, effective as of December 12, 1994, in accordance
with Revenue Procedure 96-49 and USERRA, the following rules shall apply to
reemployed veterans to comply with Section 414(u) of the Code:

      


      (a)         Contributions,
Benefit and Service Credits.  Contributions, benefits and
service credit with respect to qualified military service shall be provided in
accordance with Section 414(u) of the Code and Revenue Procedure
96-41.

      


      (b)         Loans.  Loan
repayments shall be suspended under this Plan as permitted under Section
414(u)(4) of the Code and Revenue Procedure 96-41.

      


      25.11             Preclusion
of Cut-Backs.  In no event shall any provision of this Plan
eliminate or reduce any benefit which is protected under Section 411(d)(6) of
the Code.  If any benefit in existence in any prior plan is
inadvertently eliminated under this Plan, without proper authority to make such
change, the rights and conditions of such prior plan shall remain in effect to
protect such benefits.

      


      25.12             Fiduciary
Violations.  Notwithstanding anything to the contrary in
Section 25.4, in accordance with the provisions of Section 401(a)(13) of the
Code, as amended by the TRA >97, Plan
benefits may be reduced to satisfy a Participant’s liability to the Plan due to:
the Participant’s conviction of a crime involving the Plan; a judgment, consent
order, or decree in an action for violation of fiduciary standards; or a
settlement involving the Department of Labor or the Pension Benefits Guarantee
Corporation.  Furthermore, during any period in which any potential
fiduciary violations are being investigated by the Employer, or any independent
third parties, no distributions shall be made to any Participant whose actions
are under investigation.

      


      25.13             Severability.  Should
any provision of this Plan or rules and regulations adopted thereunder be deemed
or held to be unlawful or invalid for any reason, such fact shall not adversely
affect the provisions herein or therein contained unless such illegality shall
make impossible or 

       

       

      
        
          
          

        

        
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      impractical
the functioning of this Plan and, in such case, the appropriate parties shall
immediately adopt a new provision.

      


      25.14             Titles
and Headings.  The titles and headings of the Sections in this
instrument are placed herein for convenience of reference only and in case of
any conflict the text of this instrument, rather than such titles or headings,
shall control.

      


      25.15             Gender
and Number.  The masculine gender, where appear­ing herein,
shall be deemed to include the feminine gender, and the singular shall be deemed
to include the plural, unless the context clearly indicates to the
contrary.

      


      25.16             Governing
Law.  This Plan and the Trust created hereby shall be
administered, construed and enforced according to the laws of the State of New
Jersey, and the Trustee(s) shall be liable to account only in the courts of that
State.  The Trus­tee(s) may at any time initiate an action or
proceeding for the settlement of its account, or for the determination of any
questions of construction which may arise or for instructions, and the only
necessary parties defendant to such action or proceeding shall be the Employer,
except that the Trustee(s) may, if it so elects, bring in as parties defendant
any other person or persons.

      


      IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed this
_________  day
of ________, 2007.

      


      NOVO
NORDISK INC.

      


      BY:
­_________________________________

      Jeffrey Frazier

       

       

       

      
        
          
          

        

        
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        AMENDMENT
NUMBER 1

         

        TO
THE

         

        NOVO NORDISK INC. 40l(k)
SAVINGS PLAN

         

        WHEREAS,
Novo Nordisk Inc. (“NNI”, the “Employer” or the “Company”) maintains the Novo
Nordisk Inc. 401(k) Savings Plan (the “Plan” or the “NNI Plan”);
and

         

        WHEREAS,
Revenue Procedure 2005-66, as modified by Revenue Procedure 2007-44, introduced
a new “staggered”
determination letter process, in order to require employers to submit their
retirement plans during different “Cycles”, based upon their Employer
Identification Numbers (“EINs”); and

         

        WHEREAS,
the EIN for NNI is 06-1061602, and ends in 2; and

         

        WHEREAS,
the NNI Plan was submitted to the IRS during Cycle B for receipt of a new
determination letter by January 31, 2008; and

         

        WHEREAS, a
favorable determination letter is anticipated to be received from the IRS during
2008, confirming the qualified status of the Plan; and

         

        WHEREAS,
the Plan was approved in Draft format by Unanimous Consent of the Retirement
Committee, which is authorized to approve changes to the Plan in draft format
subject to any changes requested by the IRS; and

         

        WHEREAS,
the Plan Administrator has been delegated the ability to execute all documents,
including Plan Amendments, and to take all actions to keep the Plan in
compliance with all tax requirements; and

         

        WHEREAS,
when the Plan was submitted to the IRS subject to any changes requested by the
IRS, page 80 of the document was executed prior to submission to ensure that the
Plan was properly amended; and

         

        WHEREAS,
the Plan was not required to be executed since it was submitted to the IRS in
draft format, subject to any changes required to keep the Plan in compliance
with all tax requirements; and

         

        WHEREAS,
in reviewing the Plan document since its submission, several scribners’ errors
were discovered, which may be corrected under Revenue Ruling 2008-6 within the
remedial amendment period, without any cut back in benefits under Section 411
(d)(6) of the Internal Revenue Code (the “Code”); and

         

        WHEREAS,
NNI wishes to amend the Plan document prior to receipt of a favorable
determination letter by the IRS, and during the remedial amendment 

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        period,
subject to substitution of the current language in the Plan when the IRS
requests any changes; and

         

        WHEREAS,
Section 21.1 of the Plan permits the Plan to be amended by the Plan
Administrator.

         

        NOW,
THEREFORE, the Plan Administrator hereby executes this Amendment Number 1 to the
Plan, subject to the ability to incorporate the provisions of this Amendment
into the 2007 Plan document when the Company is contacted by the IRS with regard
to any questions concerning the status of the Plan document.

         

        
          	
                  1.  

                	
                  Vesting.  Section
      7.2 of the Plan contains the vesting schedule of the Plan, except in the
      event of death, disability or normal retirement. The vesting schedule
      confirms that Participants become 1/3 vested in each Plan
      Year. However, the prior Plan document confirms that for purposes of
      administrative simplicity, vesting occurred 33% and 66% in Years 1 and 2,
      without the decimal percentages. Accordingly, effective as of January 1,
      2007, consistent with the prior Plan document, Section 7.2 of the Plan is
      hereby replaced with the following:

                


        

         

        “7.2      Partial
Vesting.  Prior to the date that the Participant's interest in
his Matching Contribution, the Basic Contribution or any additional
Discretionary Profit Sharing Accounts become fully vested in accordance with
Section 7.1, his current vested interest in such Accounts shall be determined in
accordance with the following schedule:

         

        
          	
                  Years of Service for
      Vesting

                	
                  Vested
      Percentage

                
	
                  Less
      than 1
      Year

                	
                     
      0%

                
	
                  1 Year but less than
      2
      Years

                	
                   
      33%

                
	
                  2 Years but less than
      3
      Years

                	
                   
      66%

                
	
                  3 Years or
      More

                	
                  100%

                


        

         

        The
computation of a Participant's nonforfeitable percentage of his interest in the
Plan shall not be reduced as the result of any direct or indirect amendment to
this Article. Furthermore, any Participant with 3 or more Years of Service
shall have the right to elect to have his nonforfeitable percentage computed
under the vesting schedule in effect prior to the amendment. If a Participant
fails to make such election, then such Participant shall be subject to the new
vesting schedule. The Participant's election period shall commence on the latest
of:

         

        (1)       the
adoption date of the amendment,

         

        (2)       the
effective date of the amendment, or

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

         

        (3)       the
date the Participant receives written notice of the amendment from the Employer
or Administrator, and shall end 60 days
thereafter.

         

        Notwithstanding
any provision to the contrary, any period worked for the Employer or any Related
Employer prior to age 18
is
taken into consideration for purposes of vesting under the
Plan.”

         

        
          	
                  2.  

                	
                  Loans.  Article
      X of the Plan addresses the rules that apply for purposes of Plan loans.
      Section 10.2 provides that a participant may not have more than one loan
      outstanding at anytime. In the past, participants were permitted to have
      up to 2 loans in
      the Plan. Accordingly, effective as of January 1, 2007, Section 10.2 shall
      be revised to reflect that more than 1 loan can be
      outstanding at any time. Multiple Plan loans will thereafter only be
      permitted in connection with any acquisition or Plan mergers, to the
      extent necessary to accommodate any prior
  practices.

                


        

        


        
          	
                  3.  

                	
                  Governing
      Law. Section 25.16 of the Plan provides that the Plan is governed
      by the laws of the State of New Jersey. The actual signed page 80 of the
      Plan, as submitted to the IRS, included reference to the Commonwealth of
      Pennsylvania. Accordingly, to avoid any confusion, the laws governing the
      Plan are the State of New Jersey, except to the extent granted by federal
      law.

                


        

         

        IN WITNESS
WHEREOF, this Amendment Number 1 to the Plan is hereby executed this 10th day of
June, 2008.

         

        


        
          	
                  NOVO
      NORDISK INC.

                	 
	 	 
	
                  By:

                	
                  /s/Jeffrey
      Frazier

                	 
	
                  Name:Jeffrey
      Frazier

                	 


        

        


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        AMENDMENT
NUMBER 2

         

        TO
THE

         

        NOVO NORDISK INC. 40l(k)
SAVINGS PLAN

         

        WHEREAS,
Novo Nordisk Inc. (“NNI”, the “Employer” or the “Company”) maintains the Novo
Nordisk Inc. 401(k) Savings Plan (the “Plan” or the “NNI Plan”);
and

         

        WHEREAS,
Revenue Procedure 2005-66, as modified by Revenue Procedure 2007-44, introduced
a new “staggered”
determination letter process, in order to require employers to submit their
retirement plans during different “Cycles”, based upon their Employer
Identification Numbers (“EINs”); and

         

        WHEREAS,
the BIN for NNI is 06-1061602, and ends in 2; and

         

        WHEREAS,
the NNI Plan was submitted to the IRS during Cycle B for receipt of a new
determination letter by January 31, 2008; and

         

        WHEREAS, a
favorable determination letter is anticipated to be received from the IRS during
2008, confirming the qualified status of the NNI Plan; and

         

        WHEREAS,
the NNI Plan was amended by execution of Amendment Number 1 to make certain
corrections to the NNI Plan, which may be corrected under Revenue Ruling 2008-6
within the remedial amendment period, without any cutback in benefits under
Section 411(d)(6) of the Internal Revenue Code (the “Code”); and

         

        WHEREAS, a
small layoff will occur in a division of Novo Nordisk Inc., known as Novo
Nordisk Research, US (“NNRUS”); and

         

        WHEREAS,
NNI wishes to amend the NNI Plan to provide that any employees of NNRUS who are
involuntarily terminated from their positions with NNRUS on or after August 5,
2008, when the layoffs are announced, shall become 100% vested in their benefits,
whether or not they have satisfied the 3 Years of Service vesting
requirement under the NNI Plan; and

         

        WHEREAS,
the accelerated vesting benefits will only apply to employees who have their
positions involuntarily terminated, without accepting other positions with NNI
or any Related Entities as defined under the Severance Plan; and

         

        WHEREAS,
Section 21.1 of the NNI Plan permits the Plan to be amended by the Plan
Administrator.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        NOW,
THEREFORE, the Plan Administrator hereby executes this Amendment Number 2 to the
Plan, subject to the ability to incorporating the provisions of this Amendment
into the 2007 Plan document when NNI is contacted by the IRS with regard to any
questions concerning the status of the NNI Plan document.

         

        NOW,
THEREFORE, effective as of August 5, 2008, the NNI Plan is amended as
follows:

         

        
          	
                   
      

                	
                  1.

                	
                  No
      Partial Termination.  The involuntary termination of
      employment of employees of NNRUS shall not result in a partial termination
      of the NNI Plan, requiring the 100% vesting of any
      Participants who have their employment involuntarily terminated by NNRUS,
      a division of NNI.

                


        

         

        
          	
                   
      

                	
                  2.

                	
                  Accelerated
      Vesting.  Notwithstanding the fact that no partial
      termination of the NNI Plan shall occur, in order to not adversely affect
      employees of NNRUS in the NNI Plan who have their employment involuntarily
      terminated, to the extent any employees of NNRUS have their employment
      involuntarily terminated as a result of the layoff, such Participants
      shall become 100%
      vested in all benefits under Article VII of the Plan. However, to the
      extent an employee of NNRUS accepts another position with NNI or any
      Related Entities, the 100% vesting provided in
      this Amendment shall not apply. This acceleration in vesting shall apply
      to all employees of NNRUS in a uniform and nondiscriminatory
      manner.

                


        

         

        
          	
                   
      

                	
                  3.

                	
                  Severance
      Benefits.  Consistent with Section 2.12 of the Plan,
      defining Compensation for purposes of the NNI Plan, in no event are any
      severance benefits, salary continuation payments, or vacation paid upon a
      termination of employment considered to be Compensation for purposes of
      any contributions under the NNI
Plan.

                


        

         

        This
Amendment Number 2 to the Novo Nordisk Inc. 401(k) Savings Plan is executed this
14th day of August, 2008.

         

        


        
          	
                  NOVO
      NORDISK INC.

                	 
	 	 
	
                  By:

                	
                  /s/Jeff
      Frazier

                	 
	
                  Name:Jeff
      Frazier

                	 
	
                  Title:Vice
      President, Human Resources

                	 


        

        
 

      

       

      2