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EXHIBIT 10.1 Your plan is an important legal document. This sample plan has been prepared based on our
understanding of the desired provisions. It may not fit your situation. You should consult with
your lawyer on the plans legal and tax implications. Neither Principal Life Insurance Company nor
its agents can be responsible for the legal or tax aspects of the plan nor its appropriateness for
your situation. If you wish to change the provisions of this sample plan, you may ask us to
prepare new sample wording for you and your lawyer to review. OSHKOSH BGOSH, INC.
401(k) PLAN Defined Contribution Plan 8.0 Restated January 1, 2003 TABLE OF CONTENTS INTRODUCTIONARTICLE I
    
    
    
    FORMAT AND DEFINITIONSSection 1.01
    
    
    
    FormatSection 1.02
    
    
    
    DefinitionsARTICLE II
    
    
    
    PARTICIPATIONSection 2.01
    
    
    
    Active ParticipantSection 2.02
    
    
    
    Inactive ParticipantSection 2.03
    
    
    
    Cessation of ParticipationSection 2.04
    
    
    
    Adopting Employers - Single PlanARTICLE III
    
    
    
    CONTRIBUTIONSSection 3.01
    
    
    
    Employer ContributionsSection 3.01A
    
    
    
    Rollover ContributionsSection 3.02
    
    
    
    ForfeituresSection 3.03
    
    
    
    AllocationSection 3.04
    
    
    
    Contribution LimitationSection 3.05
    
    
    
    Excess AmountsARTICLE IV
    
    
    
    INVESTMENT OF CONTRIBUTIONSSection 4.01
    
    
    
    Investment and Timing of Contributions




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ARTICLE V
    
    
    
    BENEFITSSection 5.01
    
    
    
    Retirement BenefitsSection 5.02
    
    
    
    Death BenefitsSection 5.03
    
    
    
    Vested BenefitsSection 5.04
    
    
    
    When Benefits StartSection 5.05
    
    
    
    Withdrawal BenefitsSection 5.06
    
    
    
    Loans to ParticipantsSection 5.07
    
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    Distributions Under Qualified Domestic Relations OrdersARTICLE VI
    
    
    
    DISTRIBUTION OF BENEFITSSection 6.01
    
    
    
    Form of DistributionSection 6.02
    
    
    
    Election ProceduresSection 6.03
    
    
    
    Notice RequirementsARTICLE VII
    
    
    
    DISTRIBUTION REQUIREMENTSSection 7.01
    
    
    
    ApplicationSection 7.02
    
    
    
    DefinitionsSection 7.03
    
    
    
    Distribution RequirementsARTICLE VIII
    
    
    
    TERMINATION OF THE PLANARTICLE IX
    
    
    
    ADMINISTRATION OF THE PLANSection 9.01
    
    
    
    AdministrationSection 9.02
    
    
    
    ExpensesSection 9.03
    
    
    
    RecordsSection 9.04
    
    
    
    Information AvailableSection 9.05
    
    
    
    Claim and Appeal ProceduresSection 9.06
    
    
    
    Delegation of AuthoritySection 9.07
    
    
    
    Exercise of Discretionary AuthorityARTICLE X
    
    
    
    GENERAL PROVISIONSSection 10.01
    
    
    
    AmendmentsSection 10.02
    
    
    
    Direct RolloversSection 10.03
    
    
    
    Mergers and Direct TransfersSection 10.04
    
    
    
    Provisions Relating to the Insurer and Other PartiesSection 10.05
    
    
    
    Employment StatusSection 10.06
    
    
    
    Rights to Plan AssetsSection 10.07
    
    
    
    BeneficiarySection 10.08
    
    
    
    Nonalienation of BenefitsSection 10.09
    
    
    
    ConstructionSection 10.10
    
    
    
    Legal Actions




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Section 10.11
    
    
    
    Small AmountsSection 10.12
    
    
    
    Word UsageSection 10.13
    
    
    
    Change in Service MethodSection 10.14
    
    
    
    Military ServiceARTICLE XI
    
    
    
    TOP-HEAVY PLAN REQUIREMENTSSection 11.01
    
    
    
    ApplicationSection 11.02
    
    
    
    DefinitionsSection 11.03
    
    
    
    Modification of Vesting RequirementsSection 11.04
    
    
    
    Modification of Contributions
 PLAN EXECUTION INTRODUCTION The Primary Employer previously established a 401(k) savings plan on October 1, 1996. The Primary Employer is of the opinion that the plan should be changed. It believes that the
best means to accomplish these changes is to completely restate the plans terms, provisions and
conditions. The restatement, effective January 1, 2003, is set forth in this document and is
substituted in lieu of the prior document. The Primary Employer previously established a profit sharing plan on January 1, 1952, and
restated November 6, 2001. The Primary Employer is of the opinion that these two plans should be merged under the Oshkosh
BGosh, Inc. 401(k) Plan. Effective January 1, 2003, the plans are merged and this document is in
lieu of the OshKosh BGosh, Inc. Profit Sharing Plan. The restated plan continues to be for the exclusive benefit of employees of the Employer. All
persons covered under the plan on December 31, 2002, shall continue to be covered under the
restated plan with no loss of benefits. It is intended that the plan, as restated, shall qualify as a profit sharing plan under the
Internal Revenue Code of 1986, including any later amendments to the Code.




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ARTICLE I FORMAT AND DEFINITIONS SECTION 1.01FORMAT. Words and phrases defined in the DEFINITIONS SECTION of Article I shall have that defined
meaning when used in this Plan, unless the context clearly indicates otherwise. These words and phrases have an initial capital letter to aid in identifying them as defined
terms. SECTION 1.02DEFINITIONS. Accountmeans, for a Participant, his share of the Plan Fund. Separate accounting records are
kept for those parts of his Account that result from:  (a)
    Elective Deferral Contributions(b)
    Matching Contributions(c)
    Discretionary Contributions(d)
    Rollover Contributions A Participants Account shall be reduced by any distribution of his Vested Account and by any
Forfeitures. A Participants Account shall participate in the earnings credited, expenses charged,
and any appreciation or depreciation of the Investment Fund. His Account is subject to any minimum
guarantees applicable under the Annuity Contract or other investment arrangement and to any
expenses associated therewith. Accrual Computation Periodmeans a consecutive 12-month period ending on the last day of each
Plan Year, including corresponding consecutive 12-month periods before October 1, 1996. ACP Testmeans the nondiscrimination test described in Code Section 401(m)(2) as provided for
in subparagraph (d) of the EXCESS AMOUNTS SECTION of Article III. Active Participantmeans an Eligible Employee who is actively participating in the Plan
according to the provisions in the ACTIVE PARTICIPANT SECTION of Article II. Adopting Employermeans an employer which is a Controlled Group member and which is listed in
the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article II. ADP Testmeans the nondiscrimination test described in Code Section 401(k)(3) as provided for
in subparagraph (c) of the EXCESS AMOUNTS SECTION of Article III. Affiliated Service Groupmeans any group of corporations, partnerships or other organizations
of which the Employer is a part and which is affiliated within the meaning of Code Section 414(m)
and regulations thereunder. Such a group includes at least two organizations one of which is
either a service organization (that is, an organization the principal business of which is
performing services), or an organization the principal business of which is performing management
functions on a regular and continuing basis. Such service is of a type historically performed by
employees. In the case of a




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management organization, the Affiliated Service Group shall include
organizations related, within the meaning of Code Section 144(a)(3), to either the management
organization or the organization for which it performs management functions. The term Controlled
Group, as it is used in this Plan, shall include the term Affiliated Service Group. Alternate Payeemeans any spouse, former spouse, child, or other dependent of a Participant
who is recognized by a qualified 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. Annual Compensationmeans, for a Plan Year, the Employees Compensation for the Compensation
Year ending with or within the consecutive 12-month period ending on the last day of the Plan Year. Annual Compensation shall include Compensation received while an Active Participant. Annuity Contractmeans the annuity contract or contracts into which the Employer enters with
the Insurer for guaranteed benefits, for the investment of Contributions in separate accounts, and
for the payment of benefits under this Plan. The term Annuity Contract as it is used in this Plan
shall include the plural unless the context clearly indicates the singular is meant. Annuity Starting Datemeans, for a Participant, the first day of the first period for which an
amount is payable as an annuity or any other form. Beneficiarymeans the person or persons named by a Participant to receive any benefits under
the Plan when the Participant dies. See the BENEFICIARY SECTION of Article X. Claimantmeans any person who makes a claim for benefits under this Plan. See the CLAIM AND
APPEAL PROCEDURES SECTION of Article IX. Codemeans the Internal Revenue Code of 1986, as amended. Compensationmeans, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III
and Article XI, the total earnings, except as modified in this definition, paid or made available
to an Employee by the Employer during any specified period. Earnings in this definition means wages within the meaning of Code Section 3401(a) and all
other payments of compensation to an Employee by the Employer (in the course of the Employers
trade or business) for which the Employer is required to furnish the Employee a written statement
under Code Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determined without regard to
any rules under Code Section 3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)). The amount reported in the Wages, Tips and Other
Compensation box on Form W-2 satisfies this definition. For
any Self-employed Individual, Compensation means Earned
Income.
Compensation shall exclude reimbursements or other expense allowances, fringe benefits (cash
and noncash), moving expenses, deferred compensation (other than elective contributions), and
welfare benefits.




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Compensation shall also include elective contributions. For this purpose, elective
contributions are amounts contributed by the Employer pursuant to a salary reduction agreement
and which are not includible in the gross income of the Employee under Code Section 125,
402(e)(3), 402(h)(1)(B), or
403(b). Elective contributions also include compensation deferred under a Code Section 457
plan maintained by the Employer and employee contributions picked up by a governmental
entity and, pursuant to Code Section 414(h)(2), treated as Employer contributions. For years
beginning after December 31, 1997, elective contributions shall also include amounts
contributed by the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Employee under Code Section 132(f)(4). For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may elect to use an
alternative nondiscriminatory definition of Compensation in accordance with the regulations under
Code Section 414(s). For Plan Years beginning on or after January 1, 1994, the annual Compensation of each
Participant taken into account for determining all benefits provided under the Plan for any
determination period shall not exceed $150,000, as adjusted for increases in the cost-of-living in
accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar
year applies to any determination period beginning in such calendar year. If a determination period consists of fewer than 12 months, the annual limit is an amount
equal to the otherwise applicable annual limit multiplied by a fraction. The numerator of the
fraction is the number of months in the short determination period, and the denominator of the
fraction is 12. If Compensation for any prior determination period is taken into account in determining a
Participants contributions or benefits for the current Plan Year, the Compensation for such prior
determination period is subject to the applicable annual compensation limit in effect for that
determination period. For this purpose, in determining contributions or benefits in Plan Years
beginning on or after January 1, 1994, the annual compensation limit in effect for determination
periods beginning before that date is $150,000. Compensation means, for a Leased Employee, Compensation for the services the Leased Employee
performs for the Employer, determined in the same manner as the Compensation of Employees who are
not Leased Employees, regardless of whether such Compensation is received directly from the
Employer or from the leasing organization. Compensation Yearmeans the consecutive 12-month period ending on the last day of each Plan
Year, including corresponding periods before October 1, 1996. Contributionsmeans Elective Deferral Contributions
Matching Contributions
Discretionary Contributions
     Rollover Contributions




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as set out in Article III, unless the context clearly indicates only specific contributions
are meant. Controlled Groupmeans any group of corporations, trades, or businesses of which the Employer
is a part that are under common control. A Controlled Group includes any group of corporations,
trades, or businesses, whether or not incorporated, which is either a parent-subsidiary group, a
brother-sister group, or a combined group within the meaning of Code Section 414(b), Code Section
414(c) and regulations
thereunder and, for purposes of determining contribution limitations under the CONTRIBUTION
LIMITATION SECTION of Article III, as modified by Code Section 415(h) and, for the purpose of
identifying Leased Employees, as modified by Code Section 144(a)(3). The term Controlled Group, as
it is used in this Plan, shall include the term Affiliated Service Group and any other employer
required to be aggregated with the Employer under Code Section 414(o) and the regulations
thereunder. Direct Rollovermeans a payment by the Plan to the Eligible Retirement Plan specified by the
Distributee. Discretionary Contributionsmeans discretionary contributions made by the Employer to fund
this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III. Distributeemeans 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 Code Section
414(p), are Distributees with regard to the interest of the spouse or former spouse. Earned Incomemeans, for a Self-employed Individual, net earnings from self-employment in the
trade or business for which this Plan is established if such Self-employed Individuals personal
services are a material income producing factor for that trade or business. Net earnings shall be
determined without regard to items not included in gross income and the deductions properly
allocable to or chargeable against such items. Net earnings shall be reduced for the employer
contributions to the Employers qualified retirement plan(s) to the extent deductible under Code
Section 404. Net earnings shall be determined with regard to the deduction allowed to the Employer by Code
Section 164(f) for taxable years beginning after December 31, 1989. Elective Deferral Contributionsmeans contributions made by the Employer to fund this Plan in
accordance with elective deferral agreements between Eligible Employees and the Employer. Elective deferral agreements shall be made, changed, or terminated according to the provisions
of the EMPLOYER CONTRIBUTIONS SECTION of Article III. Elective Deferral Contributions shall be 100% vested and subject to the distribution
restrictions of Code Section 401(k) when made. See the WHEN BENEFITS START SECTION of Article V. Eligibility Break in Servicemeans an Eligibility Computation Period in which an Employee is
credited with 500 or fewer Hours-of-Service. An Employee incurs an Eligibility Break in Service on
the last day of an Eligibility Computation Period in which he has an Eligibility Break in Service.




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Eligibility Computation Periodmeans a consecutive 12-month period. The first Eligibility
Computation Period begins on an Employees Employment Commencement Date. Later Eligibility
Computation Periods shall be consecutive 12-month periods ending on the last day of each Plan Year
that begins after his Employment Commencement Date. To determine an Eligibility Computation Period after an Eligibility Break in Service, the Plan
shall use the consecutive 12-month period beginning on an Employees Reemployment Commencement Date
as if his Reemployment Commencement Date were his Employment Commencement Date. Eligibility Servicemeans one year of service for each Eligibility Computation Period that has
ended and in which an Employee is credited with at least 1,000 Hours-of-Service. However, Eligibility Service is modified as follows: Period of Military Duty included: A Period of Military Duty shall be included as service with the Employer to the extent
it has not already been credited. For purposes of crediting Hours-of-Service during the
Period of Military Duty, an Hour-of-Service shall be credited (without regard to the 501
Hour-of-Service limitation) for each hour an Employee would normally have been scheduled
to work for the Employer during such period. Controlled Group service included: An Employees service with a member firm of a Controlled Group while both that firm and
the Employer were members of the Controlled Group shall be included as service with the
Employer. Eligible Employeemeans any Employee of the Employer, for purposes of Contributions other than
Discretionary Contributions, who meets the following requirement. His employment classification
with the Employer is one of the following: Nonbargaining class. Not represented for collective bargaining purposes by any
collective bargaining agreement between the Employer and employee representatives, if
retirement benefits were the subject of good faith bargaining and if two percent or less
of the Employees who are covered pursuant to that agreement are professionals as defined
in section 1.410(b)-9 of the regulations. For this purpose, the term employee
representatives does not include any organization more than half of whose members are
Employees who are owners, officers, or executives of the Employer. Not a nonresident alien, within the meaning of Code Section 7701(b)(1)(B), who receives
no earned income, within the meaning of Code Section 911(d)(2), from the Employer which
constitutes income from sources within the United States, within the meaning of Code
Section 861(a)(3), or who receives such earned income but it is all exempt from income
tax in the United States under the terms of an income tax convention. Not a Leased Employee.




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Not an Employee considered by the Employer to be an independent contractor, or the
employee of an independent contractor, who is later determined by the Internal Revenue
Service to be an Employee. Eligible Employee means any Employee of the Employer, for purposes of Discretionary
Contributions, means any Employee of the Employer, who meets the following requirement. His
employment classification with the Employer is all of the following: Salaried class (pays social security and employed in classification codes, 220, 750, 840
and 850.) Nonbargaining class. Not represented for collective bargaining purposes by any
collective bargaining agreement between the Employer and employee representatives, if
retirement benefits were the subject of good faith bargaining and if two percent or less
of the Employees who are covered pursuant to that agreement are professionals as defined
in section 1.410(b)-9 of the regulations. For this purpose, the term employee
representatives does not include any organization more than half of whose members are
Employees who are owners, officers, or executives of the Employer. Not a nonresident alien, within the meaning of Code Section 7701(b)(1)(B), who receives
no earned income, within the meaning of Code Section 911(d)(2), from the Employer which
constitutes income from sources within the United States, within the meaning of Code
Section 861(a)(3), or who receives such earned income but it is all exempt from income
tax in the United States under the terms of an income tax convention. Not a Leased Employee. Not an Employee considered by the Employer to be an independent contractor, or the
employee of an independent contractor, who is later determined by the Internal Revenue
Service to be an Employee. Eligible Retirement Planmeans an individual retirement account described in Code Section
408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan
described in Code Section 403(a) or a qualified trust described in Code Section 401(a), 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. Eligible Rollover Distributionmeans 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: (i)
any distribution that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributees designated Beneficiary,
or for a specified period of ten years or more; (ii) any distribution to the extent such
distribution is required under Code Section 401(a)(9); (iii) any hardship distribution described in
Code Section 401(k)(2)(B)(i)(IV) received after December 31, 1998; (iv) the portion of any other
distribution(s) that is not includible in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities); and (v) any other




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distribution(s) that is reasonably expected to total less than $200 during a year. Employeemeans an individual who is employed by the Employer or any other employer required to
be aggregated with the Employer under Code Sections 414(b), (c), (m), or (o). A Controlled Group
member is required to be aggregated with the Employer. The term Employee shall include any Self-employed Individual treated as an employee of any
employer described in the preceding paragraph as provided in Code Section 401(c)(1). The term
Employee shall also include any Leased Employee deemed to be an employee of any employer described
in the preceding paragraph as provided in Code Section 414(n) or (o). The term Employee shall exclude any person who is classified by the Employer or any such other
employer as other than an employee, for the entire period of such classification, without regard to
any subsequent reclassification which may occur by operation of law or otherwise. Employermeans, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, the
Primary Employer. This will also include any successor corporation or firm of the Employer which
shall, by written agreement, assume the obligations of this Plan or any Predecessor Employer which
maintained this Plan. For purposes of determining an Eligible Employee, Employer means the Primary
Employer and all Adopting Employers in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article II. Employer Contributionsmeans Elective Deferral Contributions
Matching Contributions
Discretionary Contributions as set out in Article III and contributions made by the Employer to fund this Plan in
accordance with the provisions of the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI, unless
the context clearly indicates only specific contributions are meant. Employment Commencement Datemeans the date an Employee first performs an Hour-of-Service. Entry Datemeans the date an Employee first enters the Plan as an Active Participant. See the
ACTIVE PARTICIPANT SECTION of Article II. ERISAmeans the Employee Retirement Income Security Act of 1974, as amended. Fiscal Yearmeans the 12 consecutive month period beginning on the Saturday closest to
December 31 and ending on the Friday closest to December 31. Forfeituremeans the part, if any, of a Participants Account that is forfeited. See the
FORFEITURES SECTION of Article III. Forfeiture Datemeans, as to a Participant, the date the Participant incurs five consecutive
Vesting Breaks in Service.




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Highly Compensated Employeemeans any Employee who:  (a)
    was a 5-percent owner at any time during the year or the preceding year, or(b)
    for the preceding year had compensation from the Employer in excess of $80,000 and,
if the Employer so elects, was in the top-paid group for the preceding year. The $80,000
amount is adjusted at the same time and in the same manner as under Code Section 415(d),
except that the base period is the calendar quarter ending September 30, 1996. For this purpose the applicable year of the plan for which a determination is being made is
called a determination year and the preceding 12-month period is called a look-back year. If the
Employer makes a calendar year data election, the look-back year shall be the calendar year
beginning with or within the look-back year. The Plan may not use such election to determine
whether Employees are Highly Compensated Employees on account of being a 5-percent owner. In determining who is a Highly Compensated Employee, the Employer does not make a top-paid
group election. In determining who is a Highly Compensated Employee, the Employer does not make a
calendar year data election. Calendar year data elections and top-paid group elections, once made, apply for all subsequent
years unless changed by the Employer. If the Employer makes one election, the Employer is not
required to make the other. If both elections are made, the look-back year in determining the
top-paid group must be the calendar year beginning with or within the look-back year. These
elections must apply consistently to the determination years of all plans maintained by the
Employer which reference the highly compensated employee definition in Code Section 414(q), except
as provided in Internal Revenue Service Notice 97-45 (or superseding guidance). The consistency
requirement will not apply to determination years beginning with or within the 1997 calendar year,
and for determination years beginning on or after January 1, 1998 and before January 1, 2000,
satisfaction of the consistency requirement is determined without regard to any nonretirement plans
of the Employer. The determination of who is a highly compensated former Employee is based on the rules
applicable to determining Highly Compensated Employee status as in effect for that determination
year, in accordance with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and
Internal Revenue Service Notice 97-45. In determining whether an Employee is a Highly Compensated Employee for years beginning in
1997, the amendments to Code Section 414(q) stated above are treated as having been in effect for
years beginning in 1996. The determination of who is a Highly Compensated Employee, including the determinations of the
number and identity of Employees in the top-paid group, the compensation that is considered, and
the identity of the 5-percent owners, shall be made in accordance with Code Section 414(q) and the
regulations thereunder.




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Hour-of-Servicemeans the following:  (a)
    Each hour for which an Employee is paid, or entitled to payment, for performing
duties for the Employer during the applicable computation period.(b)
    Each hour for which an Employee is paid, or entitled to payment, by the Employer
because of a period of time in which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave of absence.
Notwithstanding the preceding provisions of this subparagraph (b), no credit will be
given to the Employee: (1) for more than 501 Hours-of-Service under this subparagraph (b) because of any single
continuous period in which the Employee performs no duties (whether or not such period
occurs in a single computation period); or (2) for an Hour-of-Service for which the Employee is directly or indirectly paid, or
entitled to payment, because of a period in which no duties are performed if such
payment is made or due under a plan maintained solely for the purpose of complying with
applicable workers or workmens compensation, or unemployment compensation, or
disability insurance laws; or (3) for an Hour-of-Service for a payment which solely reimburses the Employee for
medical or medically related expenses incurred by him. For purposes of this subparagraph (b), a payment shall be deemed to be made by, or due
from the Employer, regardless of whether such payment is made by, or due from the
Employer, directly or indirectly through, among others, a trust fund or insurer, to
which the Employer contributes or pays premiums and regardless of whether contributions
made or due to the trust fund, insurer or other entity are for the benefit of particular
employees or are on behalf of a group of employees in the aggregate.  (c)
    Each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer. The same Hours-of-Service shall not be credited
both under subparagraph (a) or subparagraph (b) above (as the case may be) and under this
subparagraph (c). Crediting of Hours-of-Service for back pay awarded or agreed to with
respect to periods described in subparagraph (b) above will be subject to the limitations
set forth in that subparagraph. Hours-of-Service shall be determined on the basis of months worked for salaried exempt
employees. An Employee shall be credited with 190 Hours-of-Service for each month in which the
Employee would otherwise be credited with at least one Hour-of-Service. The crediting of Hours-of-Service above shall be applied under the rules of paragraphs (b) and
(c) of the Department of Labor Regulation 2530.200b-2 (including any interpretations or opinions
implementing such rules); which rules, by this reference, are specifically incorporated in full
within this Plan. The reference to paragraph (b) applies to the special rule for determining hours
of service for reasons other than the performance of duties such as payments calculated (or not
calculated) on the basis of units of time and the rule against double credit. The reference to
paragraph (c) applies to the crediting of hours of service to computation periods.




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Hours-of-Service shall be credited for employment with any other employer required to be
aggregated with the Employer under Code Sections 414(b), (c), (m), or (o) and the regulations
thereunder for purposes of eligibility and vesting. Hours-of-Service shall also be credited for
any individual who is considered an employee for purposes of this Plan pursuant to Code Section
414(n) or (o) and the regulations thereunder. Solely for purposes of determining whether a one-year break in service has occurred for
eligibility or vesting purposes, during a Parental Absence an Employee shall be credited with the
Hours-of-Service which otherwise would normally have been credited to the Employee but for such
absence, or in any case in which such hours cannot be determined, eight Hours-of-Service per day of
such absence. The Hours-of-Service credited under this paragraph shall be credited in the
computation period in which the absence begins if the crediting is necessary to prevent a break in
service in that period; or in all other cases, in the following computation period. Inactive Participantmeans a former Active Participant who has an Account. See the INACTIVE
PARTICIPANT SECTION of Article II. Insurermeans Principal Life Insurance Company and any other insurance company or companies
named by the Trustee or Primary Employer. Investment Fundmeans the total of Plan assets, excluding the guaranteed benefit policy
portion of any Annuity Contract. All or a portion of these assets may be held under the Trust
Agreement. The Investment Fund shall be valued at current fair market value as of the Valuation Date.
The valuation shall take into consideration investment earnings credited, expenses charged,
payments made, and changes in the values of the assets held in the Investment Fund. The Investment Fund shall be allocated at all times to Participants, except as otherwise
expressly provided in the Plan. The Account of a Participant shall be credited with its share of
the gains and losses of the Investment Fund. That part of a Participants Account invested in a
funding arrangement which establishes one or more accounts or investment vehicles for such
Participant thereunder shall be credited with the gain or loss from such accounts or investment
vehicles. The part of a Participants Account which is invested in other funding arrangements
shall be credited with a proportionate share of the gain or loss of such investments. The share
shall be determined by multiplying the gain or loss of the investment by the ratio of the part of
the Participants Account invested in such funding arrangement to the total of the Investment Fund
invested in such funding arrangement. Investment Managermeans any fiduciary (other than a trustee or Named Fiduciary)  (a)
    who has the power to manage, acquire, or dispose of any assets of the Plan;(b)
    who (i) is registered as an investment adviser under the Investment Advisers Act of
1940; (ii) is not registered as an investment adviser under such Act by reason of
paragraph (1) of section 203A(a) of such Act, is registered as an investment adviser
under the laws of the state (referred to in such paragraph (1)) in which it maintains its
principal office and place of business, and, at the time it last filed the registration
form most recently filed by it with such state in order to maintain its registration
under the laws of such state, also filed a copy of such form with the Secretary of Labor,
(iii) is a bank, as defined in that Act; or (iv) is an insurance




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company qualified to perform services described in subparagraph (a) above under the
laws of more than one state; and(c)
    who has acknowledged in writing being a fiduciary with respect to the Plan. Late Retirement Datemeans the first day of any month which is after a Participants Normal
Retirement Date and on which retirement benefits begin. If a Participant continues to work for the
Employer after his Normal Retirement Date, his Late Retirement Date shall be the earliest first day
of the month on or after the date he ceases to be an Employee. An earlier or a later Retirement
Date may apply if the Participant so elects. An earlier Retirement Date may apply if the
Participant is age 70 1/2. See the WHEN BENEFITS START SECTION of Article V. Leased Employeemeans any person (other than an employee of the recipient) who, pursuant to an
agreement between the recipient and any other person (leasing organization), has performed
services for the recipient (or for the recipient and related persons determined in accordance with
Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and
such services are performed under primary direction or control by the recipient. Contributions or
benefits provided by the leasing organization to a Leased Employee, which are attributable to
service 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:  (a)
    such employee is covered by a money purchase pension plan providing (i) a
nonintegrated employer contribution rate of at least 10 percent of compensation, as
defined in Code Section 415(c)(3), but for years beginning before January 1, 1998,
including amounts contributed pursuant to a salary reduction agreement which are
excludible from the employees gross income under Code Sections 125, 402(e)(3),
402(h)(1)(B), or 403(b), (ii) immediate participation, and (iii) full and immediate
vesting, and(b)
    Leased Employees do not constitute more than 20 percent of the recipients
nonhighly compensated work force. Loan Administratormeans the person(s) or position(s) authorized to administer the Participant
loan program. The Loan Administrator is the Benefits Manager, or his or her designee. Matching Contributionsmeans contributions made by the Employer to fund this Plan which are
contingent on a Participants Elective Deferral Contributions. See the EMPLOYER CONTRIBUTIONS
SECTION of Article III. Monthly Datemeans each Yearly Date and the same day of each following month during the Plan
Year beginning on such Yearly Date. Named Fiduciarymeans the person or persons who have authority to control and manage the
operation and administration of the Plan.




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The Named Fiduciary is the Employer. Nonhighly Compensated Employeemeans an Employee of the Employer who is not a Highly
Compensated Employee. Nonvested Accountmeans the excess, if any, of a Participants Account over his Vested
Account. Normal Retirement Agemeans the age at which the Participants normal retirement benefit
becomes nonforfeitable if he is an Employee. A Participants Normal Retirement Age is 65. Normal Retirement Datemeans the earliest first day of the month on or after the date the
Participant reaches his Normal Retirement Age. Unless otherwise provided in this Plan, a
Participants retirement benefits shall begin on a Participants Normal Retirement Date if he has
ceased to be an Employee on such
date and has a Vested Account. Even if the Participant is an Employee on his Normal Retirement
Date, he may choose to have his retirement benefit begin on such date. See the WHEN BENEFITS START
SECTION of Article V. Owner-employeemeans a Self-employed Individual who, in the case of a sole proprietorship,
owns the entire interest in the unincorporated trade or business for which this Plan is
established. If this Plan is established for a partnership, an Owner-employee means a
Self-employed Individual who owns more than 10 percent of either the capital interest or profits
interest in such partnership. Parental Absencemeans an Employees absence from work:  (a)
    by reason of pregnancy of the Employee,(b)
    by reason of birth of a child of the Employee,(c)
    by reason of the placement of a child with the Employee in connection with adoption
of such child by such Employee, or(d)
    for purposes of caring for such child for a period beginning immediately following
such birth or placement. Participantmeans either an Active Participant or an Inactive Participant. Period of Military Dutymeans, for an Employee  (a)
    who served as a member of the armed forces of the United States, and(b)
    who was reemployed by the Employer at a time when the Employee had a right to
reemployment in accordance with seniority rights as protected under Chapter 43 of Title
38 of the U. S. Code, the period of time from the date the Employee was first absent from
active work for the Employer because of such military duty to the date the Employee was
reemployed. Planmeans the 401(k) savings plan of the Employer set forth in this document, including any
later amendments to it.




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Plan Administratormeans the person or persons who administer the Plan. The Plan Administrator is the Employer. Plan Fundmeans the total of the Investment Fund and the guaranteed benefit policy portion of
any Annuity Contract. The Investment Fund shall be valued as stated in its definition. The
guaranteed benefit policy portion of any Annuity Contract shall be determined in accordance with
the terms of the Annuity Contract and, to the extent that such Annuity Contract allocates contract
values to Participants, allocated to Participants in accordance with its terms. The total value of
all amounts held under the Plan Fund shall equal the value of the aggregate Participants Accounts
under the Plan. Plan Yearmeans a period beginning on a Yearly Date and ending on the day before the next
Yearly Date. Predecessor Employermeans a firm of which the Employer was once a part (e.g., due to a
spinoff or change of corporate status) or a firm absorbed by the Employer because of a merger or
acquisition (stock or asset, including a division or an operation of such company). Primary Employermeans OshKosh BGosh, Inc. Reemployment Commencement Datemeans the date an Employee first performs an Hour-of-Service
following an Eligibility Break in Service. Reentry Datemeans the date a former Active Participant reenters the Plan. See the ACTIVE
PARTICIPANT SECTION of Article II. Retirement Datemeans the date a retirement benefit will begin and is a Participants Normal
or Late Retirement Date, as the case may be. Rollover Contributionsmeans the Rollover Contributions which are made by an Eligible Employee
or an Inactive Participant according to the provisions of the ROLLOVER CONTRIBUTIONS SECTION of
Article III. Self-employed Individualmeans, with respect to any Fiscal Year, an individual who has Earned
Income for the Fiscal Year (or who would have Earned Income but for the fact the trade or business
for which this Plan is established did not have net profits for such Fiscal Year). Totally and Permanently Disabledmeans that a Participant is disabled as determined by a
physician who is selected by the Plan Administrator. Such mental or physical disability must be
expected to be of long continuous duration or which may be expected to result in death and which
prevents him from satisfactorily performing his duties with the Employer or affiliated employers. Trust Agreementmeans an agreement of trust between the Primary Employer and Trustee
established for the purpose of holding and distributing the Trust Fund under the provisions of the
Plan. The




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Trust Agreement may provide for the investment of all or any portion of the Trust Fund
in the Annuity Contract. Trust Fundmeans the total funds held under the Trust Agreement. Trusteemeans the party or parties named in the Trust Agreement. The term Trustee as it is
used in this Plan is deemed to include the plural unless the context clearly indicates the singular
is meant. Valuation Datemeans the date on which the value of the assets of the Investment Fund is
determined. The value of each Account which is maintained under this Plan shall be determined on
the Valuation Date. In each Plan Year, the Valuation Date shall be the last day of the Plan Year.
At the discretion of the Plan Administrator, Trustee, or Insurer (whichever applies), assets of the
Investment Fund may be valued more frequently. These dates shall also be Valuation Dates. Vested Accountmeans the vested part of a Participants Account. The Participants Vested
Account is equal to that part of his Account which results from Contributions which were 100% vested when
made before his Vesting Percentage is 100% and is equal to his Account when his Vesting Percentage
is 100%. If the Participants Vesting Percentage is less than 100%, his Vested Account equals the sum
of (a) and (b) below:  (a)
    The part of the Participants Account that results from Employer Contributions made
before a prior Forfeiture Date and all other Contributions which were 100% vested when
made.(b)
    The balance of the Participants Account in excess of the amount in (a) above
multiplied by his Vesting Percentage. The Participants Vested Account is nonforfeitable. Vesting Break in Servicemeans a Vesting Computation Period in which an Employee is credited
with 500 or fewer Hours-of-Service. An Employee incurs a Vesting Break in Service on the last day
of a Vesting Computation Period in which he has a Vesting Break in Service. Vesting Computation Periodmeans a consecutive 12-month period ending on the last day of each
Plan Year, including corresponding consecutive 12-month periods before October 1, 1996. Vesting Percentagemeans the percentage used to determine the nonforfeitable portion of a
Participants Account attributable to Employer Contributions which were not 100% vested when made. A Participants Vesting Percentage is shown in the following schedule opposite the number of
whole years of his Vesting Service. VESTING SERVICE
    
    VESTING(whole years)
    
    PERCENTAGELess than 3
    
    
    03 or more
    
    
    100




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The Vesting Percentage for a Participant who is an Employee on or after the date he reaches
Normal Retirement Age shall be 100%. The Vesting Percentage for a Participant who is an Employee
on the date he becomes Totally and Permanently Disabled or dies shall be 100%. With respect to
Matching Contributions only, the Vesting Percentage for a Participant who is permanently laid-off
from Manufacturing Distribution or Finishing Facility shall be 100%. If the schedule used to determine a Participants Vesting Percentage is changed, the new
schedule shall not apply to a Participant unless he is credited with an Hour-of-Service on or after
the date of the change and the Participants nonforfeitable percentage on the day before the date
of the change is not reduced under this Plan. The amendment provisions of the AMENDMENTS SECTION
of Article X regarding changes in the computation of the Vesting Percentage shall apply. Vesting Servicemeans one year of service for each Vesting Computation Period in which an
Employee is credited with at least 1,000 Hours-of-Service. However, Vesting Service is modified as follows: Period of Military Duty included: A Period of Military Duty shall be included as service with the Employer to the extent
it has not already been credited. For purposes of crediting Hours-of-Service during the
Period of Military Duty, an Hour-of-Service shall be credited (without regard to the 501
Hour-of-Service limitation) for each hour an Employee would normally have been scheduled
to work for the Employer during such period. Controlled Group service included: An Employees service with a member firm of a Controlled Group while both that firm and
the Employer were members of the Controlled Group shall be included as service with the
Employer. Yearly Datemeans October 1, 1996, and each following January 1. Years of Servicemeans an Employees Vesting Service disregarding any modifications which
exclude service. ARTICLE II PARTICIPATION SECTION 2.01ACTIVE PARTICIPANT.  (a)
    For purposes of Contributions other than Discretionary Contributions, an Employee
shall first become an Active Participant (begin active participation in the Plan) on the
earliest Monthly Date on which he is an Eligible Employee and has met both of the
eligibility requirements set




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forth below. This date is his Entry Date.  (1)
    Eligibility Service  He has completed one year of Eligibility Service with 1,000
Hours-of-Service before his Entry Date for all purposes except eligibility
for Discretionary Contributions.or(b)
    He has completed three consecutive months of Eligibility
Service with 250 Hours-of-Service (earned within that 3 month period) before
his Entry Date.  (2)
    He is age 21 or older.  For purposes of Discretionary Contributions, an Employee shall first become an Active
Participant (begin active participation in the Plan) on the earliest Monthly Date on
which he is an Eligible Employee and has met both of the eligibility requirements set
forth below. This date is his Entry Date for purposes of Discretionary Contributions
only.  (1)
    He has completed one year of Eligibility Service with 1,000
Hours-of-Service before his Entry Date.(2)
    He is age 21 or older.  Each Employee who was an Active Participant under the Plan on December 31, 2002,
shall continue to be an Active Participant if he is still an Eligible Employee on
January 1, 2003, and his Entry Date shall not change.If a person has been an Eligible Employee who has met all of the eligibility
requirements above, but is not an Eligible Employee on the date which would have been
his Entry Date, he shall become an Active Participant on the date he again becomes an
Eligible Employee. This date is his Entry Date.In the event an Employee who is not an Eligible Employee becomes an Eligible Employee,
such Eligible Employee shall become an Active Participant immediately if such Eligible
Employee has satisfied the eligibility requirements above and would have otherwise
previously become an Active Participant had he met the definition of Eligible Employee.
This date is his Entry Date.For purposes of the foregoing paragraphs, eligibility and Entry Dates shall be
determined separately for Discretionary Contributions and all Contributions other than
Discretionary Contributions.(b)
    An Inactive Participant shall again become an Active Participant (resume active
participation in the Plan) on the date he again performs an Hour-of-Service as an
Eligible Employee. This date is his Reentry Date.Upon again becoming an Active Participant, he shall cease to be an Inactive Participant.




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(c)
    A former Participant shall again become an Active Participant (resume active
participation in the Plan) on the date he again performs an Hour-of-Service as an
Eligible Employee. This date is his Reentry Date. There shall be no duplication of benefits for a Participant under this Plan because of more
than one period as an Active Participant. SECTION 2.02INACTIVE PARTICIPANT. An Active Participant shall become an Inactive Participant (stop accruing benefits under the
Plan) on the earlier of the following:  (a)
    the date the Participant ceases to be an Eligible Employee, or(b)
    the effective date of complete termination of the Plan under Article VIII. An Employee or former Employee who was an Inactive Participant under the Plan on December 31,
2002, shall continue to be an Inactive Participant on January 1, 2003. Eligibility for any
benefits payable to
the Participant or on his behalf and the amount of the benefits shall be determined according to
the provisions of the prior document, unless otherwise stated in this document. SECTION 2.03CESSATION OF PARTICIPATION. A Participant shall cease to be a Participant on the date he is no longer an Eligible Employee
and his Account is zero. SECTION 2.04ADOPTING EMPLOYERS - SINGLE PLAN. Each of the Controlled Group members listed below is an Adopting Employer. Each Adopting
Employer listed below participates with the Employer in this Plan. An Adopting Employers
agreement to participate in this Plan shall be in writing. The Employer has the right to amend the Plan. An Adopting Employer does not have the right to
amend the Plan. If the Adopting Employer did not maintain its plan before its date of adoption specified
below, its date of adoption shall be the Entry Date for any of its Employees who have met the
requirements in the ACTIVE PARTICIPANT SECTION of Article II as of that date. Service with and
Compensation from an Adopting Employer shall be included as service with and Compensation from the
Employer. Transfer of employment, without interruption, between an Adopting Employer and another
Adopting Employer or the Employer shall not be considered an interruption of service. The
Employers Fiscal Year defined in the DEFINITIONS SECTION of Article I shall be the Fiscal Year
used in interpreting this Plan for Adopting Employers. Contributions made by an Adopting Employer shall be treated as Contributions made by the
Employer. Forfeitures arising from those Contributions shall be used for the benefit of all
Participants.




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An employer shall not be an Adopting Employer if it ceases to be a Controlled Group member.
Such an employer may continue a retirement plan for its Employees in the form of a separate
document. This Plan shall be amended to delete a former Adopting Employer from the list below. If (i) an employer ceases to be an Adopting Employer or the Plan is amended to delete an
Adopting Employer and (ii) the Adopting Employer does not continue a retirement plan for the
benefit of its Employees, partial termination may result and the provisions of Article VIII shall
apply. ADOPTING EMPLOYERSNAME
    
    DATE OF ADOPTIONOshKosh BGosh, Inc.
    
    January 1, 2000OshKosh BGosh Retail, Inc.
    
    January 1, 2000OBG Product Development and Sales, Inc.
    
    September 1, 2000OBG Distribution Company, LLC
    
    September 1, 2000OBG Manufacturing Company
    
    September 1, 2000
 ARTICLE III CONTRIBUTIONS SECTION 3.01EMPLOYER CONTRIBUTIONS. Employer Contributions shall be made without regard to current or accumulated net income,
earnings or profits of the Employer. Notwithstanding the foregoing, the Plan shall continue to be
designed to qualify as a profit sharing plan for purposes of Code Sections 401(a), 402, 412, and
417. Such Contributions shall be equal to the Employer Contributions as described below:  (a)
    The amount of each Elective Deferral Contribution for a Participant shall be equal
to a portion of Compensation as specified in the elective deferral agreement. An
Employee who is eligible to participate in the Plan may file an elective deferral
agreement with the Employer. The Participant shall modify or terminate the elective
deferral agreement by filing a new elective deferral agreement. The elective deferral
agreement may not be made retroactively and shall remain in effect until modified or
terminated.The elective deferral agreement to start or modify Elective Deferral Contributions shall
be effective on the first day of the first pay period following the pay period in which
the Participants Entry Date (Reentry Date, if applicable) or any following Monthly Date
occurs. In order for the elective deferral agreement to become effective on this date,
it must be entered into prior to a date specified by the Plan Administrator.The elective deferral agreement to stop Elective Deferral Contributions may be entered
into on any date. Such elective deferral agreement shall be effective on the first day
of the pay period following the pay period in which the elective deferral agreement is
entered into.




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Elective Deferral Contributions are fully (100%) vested and nonforfeitable.(b)
    The Employer may make discretionary Matching Contributions. The percentage of
Elective Deferral Contributions matched, if any, shall be a percentage as determined by
the Employer. Elective Deferral Contributions which are over a percentage of
Compensation wont be matched. The percentage shall be determined by the Employer.Matching Contributions are calculated based on Elective Deferral Contributions and
Compensation for the month. Matching Contributions shall be made for all persons who
were Active Participants at any time during that month.Any percentage determined by the Employer shall apply to all eligible persons for the
entire Plan Year.Matching Contributions are subject to the Vesting Percentage.(c)
    Discretionary Contributions may be made for each Plan Year in an amount determined
by the Employer.Discretionary Contributions are subject to the Vesting Percentage. No Participant shall be permitted to have Elective Deferral Contributions, as defined in the
EXCESS AMOUNTS SECTION of this article, 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 Code Section 402(g) in effect at the beginning of such taxable year. An elective deferral agreement (or change thereto) must be made in such manner and in
accordance with such rules as the Employer may prescribe (including by means of voice response or
other electronic system under circumstances the Employer permits) and may not be made
retroactively. Employer Contributions are allocated according to the provisions of the ALLOCATION SECTION of
this article. A portion of the Plan assets resulting from Employer Contributions (but not more than the
original amount of those Contributions) may be returned if the Employer Contributions are made
because of a mistake of fact or are more than the amount deductible under Code Section 404
(excluding any amount which is not deductible because the Plan is disqualified). The amount
involved must be returned to the Employer within one year after the date the Employer Contributions
are made by mistake of fact or the date the deduction is disallowed, whichever applies. Except as
provided under this paragraph and Article VIII, the assets of the Plan shall never be used for the
benefit of the Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of administering the
Plan. SECTION 3.01AROLLOVER CONTRIBUTIONS. A Rollover Contribution may be made by an Eligible Employee or an Inactive Participant if the




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following conditions are met:  (a)
    The Contribution is of amounts distributed from a plan that satisfies the
requirements of Code Section 401(a) or from a conduit individual retirement account
described in Code Section 408(d)(3)(A). In the case of an Inactive Participant, the
Contribution must be of an amount distributed from another plan of the Employer, or a
plan of a Controlled Group member, that satisfies the requirements of Code Section
401(a).(b)
    The Contribution is of amounts that the Code permits to be transferred to a plan
that meets the requirements of Code Section 401(a).(c)
    The Contribution is made in the form of a direct rollover under Code Section
401(a)(31) or is a rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days
after the Eligible Employee or Inactive Participant receives the distribution.(d)
    The Eligible Employee or Inactive Participant furnishes evidence satisfactory to
the Plan Administrator that the proposed rollover meets conditions (a), (b), and (c)
above. A Rollover Contribution shall be allowed in cash only and must be made according to procedures
set up by the Plan Administrator. If the Eligible Employee is not an Active Participant when the Rollover Contribution is made,
he shall be deemed to be an Active Participant only for the purpose of investment and distribution of the
Rollover Contribution. Employer Contributions shall not be made for or allocated to the Eligible
Employee until the time he meets all of the requirements to become an Active Participant. Rollover Contributions made by an Eligible Employee or an Inactive Participant shall be
credited to his Account. The part of the Participants Account resulting from Rollover
Contributions is fully (100%) vested and nonforfeitable at all times. A separate accounting record
shall be maintained for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participants gross income for Federal income tax
purposes. SECTION 3.02FORFEITURES. The Nonvested Account of a Participant shall be forfeited as of the earlier of the following:  (a)
    the date the Participant dies (if prior to such date he had ceased to be an
Employee), or(b)
    the Participants Forfeiture Date. All or a portion of a Participants Nonvested Account shall be forfeited before such earlier date
if, after he ceases to be an Employee, he receives, or is deemed to receive, a distribution of his
entire Vested Account or a distribution of his Vested Account derived from Employer Contributions
which were not 100% vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the
VESTED BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X. The forfeiture
shall occur as of the date the Participant receives, or is deemed to receive, the distribution. If
a Participant receives, or is deemed to receive, his entire Vested Account, his entire Nonvested
Account shall be forfeited. If a




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Participant receives a distribution of his Vested Account from
Employer Contributions which were not 100% vested when made, but less than his entire Vested
Account from such Contributions, the amount to be forfeited shall be determined by multiplying his
Nonvested Account from such Contributions by a fraction. The numerator of the fraction is the
amount of the distribution derived from Employer Contributions which were not 100% vested when made
and the denominator of the fraction is his entire Vested Account derived from such Contributions on
the date of distribution. A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of this article. Forfeitures shall be determined at least once during each Plan Year. Forfeitures may first be
used to pay administrative expenses. Forfeitures of Matching Contributions which relate to excess
amounts as provided in the EXCESS AMOUNTS SECTION of this article, which have not been used to pay
administrative expenses, shall be applied to reduce the earliest Employer Contributions made after
the Forfeitures are determined. Any other Forfeitures which have not been used to pay
administrative expenses shall be applied to reduce the earliest Employer Contributions made after
the Forfeitures are determined. Upon their application to reduce Employer Contributions,
Forfeitures shall be deemed to be Employer Contributions. If a Participant again becomes an Eligible Employee after receiving a distribution which
caused all or a portion of his Nonvested Account to be forfeited, he shall have the right to repay
to the Plan the entire amount of the distribution he received (excluding any amount of such
distribution resulting from Contributions which were 100% vested when made). The repayment must be
made in a single sum (repayment in installments is not permitted) before the earlier of the date
five years after the date he again
becomes an Eligible Employee or the end of the first period of five consecutive Vesting Breaks in
Service which begin after the date of the distribution. If the Participant makes the repayment above, the Plan Administrator shall restore to his
Account an amount equal to his Nonvested Account which was forfeited on the date of distribution,
unadjusted for any investment gains or losses. If no amount is to be repaid because the
Participant was deemed to have received a distribution, or only received a distribution of
Contributions which were 100% vested when made, and he again performs an Hour-of-Service as an
Eligible Employee within the repayment period, the Plan Administrator shall restore the
Participants Account as if he had made a required repayment on the date he performed such
Hour-of-Service. Restoration of the Participants Account shall include restoration of all Code
Section 411(d)(6) protected benefits with respect to that restored Account, according to applicable
Treasury regulations. Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution and on or before
the date of repayment and (ii) that Forfeiture Date would result in a complete forfeiture of the
amount the Plan Administrator would otherwise restore. The Plan Administrator shall restore the Participants Account by the close of the Plan Year
following the Plan Year in which repayment is made. Permissible sources for the restoration of the
Participants Account are Forfeitures or special Employer Contributions. Such special Employer
Contributions shall be made without regard to profits. The repaid and restored amounts are not
included in the Participants Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION
of this article.




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SECTION 3.03ALLOCATION. A person meets the allocation requirements of this section if he is an Active Participant on
the last day of the Plan Year. A person shall also meet the requirements of this section if he was
an Active Participant at any time during the Plan Year and terminates employment during the year
after Normal Retirement Age (or age 60 with 10 years of Vesting Service), death, or becoming
Totally and Permanently Disabled. Elective Deferral Contributions shall be allocated to Participants for whom such Contributions
are made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be
allocated when made and credited to the Participants Account. Matching Contributions shall be allocated to the persons for whom such Contributions are made
under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be allocated
when made and credited to the persons Account. Discretionary Contributions shall be allocated as of the last day of the Plan Year using
Annual Compensation for the Plan Year. The amount allocated shall be determined as follows: STEP ONE: The step one shall only apply in years in which the Plan is a Top-heavy Plan, as
defined in the DEFINITIONS SECTION of Article XI, and the minimum contribution under the
MODIFICATION OF CONTRIBUTIONS SECTION of Article XI is not being provided by other contributions to
this Plan or another plan of the Employer. The allocation in this step one shall be made to each person meeting the allocation requirements of
this section and each person who is entitled to a minimum contribution under the MODIFICATION OF
CONTRIBUTIONS SECTION of Article XI. Each such persons allocation shall be an amount equal to the
Discretionary Contributions multiplied by the ratio of such persons Annual Compensation to the
total Aannual Compensation of all such persons. Such amount shall not exceed 3% of such persons
Annual Compensation. The allocation for any person who does not meet the allocation requirements
of this section shall be limited to the amount necessary to fund the minimum contribution. STEP TWO: The allocation in this step two shall be made to each person meeting the allocation
requirements of this section. Each such persons allocation shall be equal to any amount remaining
after the allocation in step one multiplied by the ratio of such persons Annual Compensation to
the total Annual Compensation of all such persons. The amount shall be credited to the persons Account. If Leased Employees are Eligible Employees, in determining the amount of Employer
Contributions allocated to a person who is a Leased Employee, contributions provided by the leasing
organization which are attributable to services such Leased Employee performs for the Employer
shall be treated as provided by the Employer. Those contributions shall not be duplicated under
this Plan. SECTION 3.04CONTRIBUTION LIMITATION.  (a)
    Definitions. For the purpose of determining the contribution limitation
set forth in this section, the following terms are defined.Annual Additionsmeans the sum of the following amounts credited to a Participants
account




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for the Limitation Year:  (1)
    employer contributions;(2)
    employee contributions; and(3)
    forfeitures.  Annual Additions to a defined contribution plan shall also include the following:(4) amounts allocated, after March 31, 1984, to an individual medical account, as
defined in Code Section 415(l)(2), which are part of a pension or annuity plan
maintained by the Employer,(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, as defined in Code
Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e),
maintained by the Employer; and  (6)
    allocations under a simplified employee pension.  For this purpose, any Excess Amount applied under (e) and (k) below in the Limitation
Year to reduce Employer Contributions shall be considered Annual Additions for such
Limitation Year.Compensationmeans wages within the meaning of Code Section 3401(a) and all other
payments of compensation to an Employee by the Employer (in the course of the Employers
trade or business) for which the Employer is required to furnish the Employee a written
statement under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Code Section
3401(a)(2)). The amount reported in the Wages, Tips and Other Compensation box on
Form W-2 satisfies this definition.For any Self-employed Individual, Compensation shall mean Earned Income.For purposes of applying the limitations of this section, Compensation for a Limitation
Year is the Compensation actually paid or made available in gross income during such
Limitation Year.For Limitation Years beginning after December 31, 1997, for purposes of applying the
limitations of this section, Compensation paid or made available during such Limitation
Year shall include any elective deferral (as defined in Code Section 402(g)(3)), and any
amount which is contributed or deferred by the Employer at the election of the Employee
and which is not includible in the gross income of the Employee by reason of Code
Section 125, 132(f)(4), or 457. Defined Contribution Dollar Limitationmeans, for Limitation Years beginning after




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December 31, 1994, $30,000, as adjusted under Code Section 415(d). Employermeans the employer that adopts this Plan, and all members of a controlled
group of corporations (as defined in Code Section 414(b) as modified by Code Section
415(h)), all commonly controlled trades or businesses (as defined in Code Section 415(c)
as modified by Code Section 415(h)) or affiliated service groups (as defined in Code
Section 414(m)) of which the adopting employer is a part, and any other entity required
to be aggregated with the employer pursuant to regulations under Code Section 414(o). Excess Amountmeans the excess of the Participants Annual Additions for the Limitation
Year over the Maximum Permissible Amount. Limitation Yearmeans the consecutive 12-month period ending on each December 31.
If the Limitation Year is other than the calendar year, execution of this Plan (or any
amendment to this Plan changing the Limitation Year) constitutes the Employers adoption
of a written resolution electing the Limitation Year. If the Limitation Year is amended
to a different consecutive 12-month period, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made. Maximum Permissible Amountmeans the maximum Annual Addition that may be contributed or
allocated to a Participants Account under the Plan for any Limitation Year. This
amount shall not exceed the lesser of:  (1)
    The Defined Contribution Dollar Limitation, or(2)
    25 percent of the Participants Compensation for the Limitation Year. The compensation limitation referred to in (2) shall not apply to any contribution for
medical benefits (within the meaning of Code Section 401(h) or 419A(f)(2)) which is
otherwise treated as an Annual Addition under Code Section 415(l)(1) or 419A(d)(2). If a short Limitation Year is created because of an amendment changing the Limitation
Year to a different consecutive 12-month period, the Maximum Permissible Amount will not
exceed the Defined Contribution Dollar Limitation multiplied by the following fraction: Number of months in the short Limitation Year
12  (b)
    If the Participant does not participate in, and has never participated in, another
qualified plan maintained by the Employer or a welfare benefit fund, as defined in Code
Section 419(e), maintained by the Employer, or an individual medical account, as defined
in Code Section 415(l)(2), maintained by the Employer, or a simplified employee pension,
as defined in Code Section 408(k), maintained by the Employer, which provides an Annual
Addition, the amount of Annual Additions which may be credited to the Participants
Account for any Limitation Year shall not exceed the lesser of the Maximum Permissible
Amount or any other limitation contained in this Plan. If the Employer Contribution that
would otherwise be contributed or allocated to the Participants Account would cause the
Annual Additions for the




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Limitation Year to exceed the Maximum Permissible Amount, the
amount contributed or allocated shall be reduced so that the Annual Additions for the
Limitation Year will equal the Maximum Permissible Amount.(c)
    Prior to determining the Participants actual Compensation for the Limitation Year,
the Employer may determine the Maximum Permissible Amount for a Participant on the basis
of a reasonable estimation of the Participants Compensation for the Limitation Year,
uniformly determined for all Participants similarly situated.(d)
    As soon as is administratively feasible after the end of the Limitation Year, the
Maximum Permissible Amount for the Limitation Year will be determined on the basis of the
Participants actual Compensation for the Limitation Year.(e)
    If a reasonable error in estimating a Participants Compensation for the Limitation
Year, a reasonable error in determining the amount of elective deferrals (within the
meaning of Code Section 402(g)(3)) that may be made with respect to any individual under
the limits of Code Section 415, or under other facts and circumstances allowed by the
Internal Revenue Service, there is an Excess Amount, the excess will be disposed of as
follows:(1) Any Elective Deferral Contributions that are not the basis for Matching
Contributions (plus attributable earnings), to the extent they would reduce the Excess
Amount, will be distributed to the Participant.(2) If after the application of (1) above an Excess Amount still exists, any Elective
Deferral Contributions that are the basis for Matching Contributions (plus attributable
earnings), to the extent they would reduce the Excess Amount, will be distributed to the
Participant. Concurrently with the distribution of such Elective Deferral
Contributions, any Matching
Contributions which relate to any Elective Deferral Contributions distributed in the
preceding sentence, to the extent such application would reduce the Excess Amount, will
be applied as provided in (3) or (4) below:(3) If after the application of (2) above an Excess Amount still exists, and the
Participant is covered by the Plan at the end of the Limitation Year, the Excess Amount
in the Participants Account will be used to reduce Employer Contributions for such
Participant in the next Limitation Year, and each succeeding Limitation Year if
necessary.(4) If after the application of (2) above an Excess Amount still exists, and the
Participant is not covered by the Plan at the end of the Limitation Year, the Excess
Amount will be held unallocated in a suspense account. The suspense account will be
applied to reduce future Employer Contributions for all remaining Participants in the
next Limitation Year, and each succeeding Limitation Year if necessary.(5) If a suspense account is in existence at any time during a Limitation Year pursuant
to this (e), it will participate in the allocation of investment gains or losses. If a
suspense account is in existence at any time during a particular Limitation Year, all
amounts in the suspense account must be allocated and reallocated to Participants
Accounts before any Employer Contributions may be made to the Plan for that Limitation
Year. Excess Amounts held in a suspense account




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may not be distributed to Participants or former Participants.(f)
    This (f) applies if, in addition to this Plan, the Participant is covered under
another qualified defined contribution plan maintained by the Employer, a welfare benefit
fund maintained by the Employer, an individual medical account maintained by the
Employer, or a simplified employee pension maintained by the Employer which provides an
Annual Addition during any Limitation Year. The Annual Additions which may be credited
to a Participants Account under this Plan for any such Limitation Year will not exceed
the Maximum Permissible Amount, reduced by the Annual Additions credited to a
Participants account under the other qualified defined contribution plans, welfare
benefit funds, individual medical accounts, and simplified employee pensions for the same
Limitation Year. If the Annual Additions with respect to the Participant under other
qualified defined contribution plans, welfare benefit funds, individual medical accounts,
and simplified employee pensions maintained by the Employer are less than the Maximum
Permissible Amount, and the Employer Contribution that would otherwise be contributed or
allocated to the Participants Account under this Plan would cause the Annual Additions
for the Limitation Year to exceed this limitation, the amount contributed or allocated
will be reduced so that the Annual Additions under all such plans and funds for the
Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with
respect to the Participant under such other qualified defined contribution plans, welfare
benefit funds, individual medical accounts, and simplified employee pensions in the
aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be
contributed or allocated to the Participants Account under this Plan for the Limitation
Year.(g)
    Prior to determining the Participants actual Compensation for the Limitation Year,
the Employer may determine the Maximum Permissible Amount for a Participant in the manner
described in (c) above.(h)
    As soon as administratively feasible after the end of the Limitation Year, the
Maximum Permissible Amount for the Limitation Year will be determined on the basis of the
Participants actual Compensation for the Limitation Year.(i)
    If pursuant to (h) above or as a result of the allocation of forfeitures or as a
result of a reasonable error in determining the amount of elective deferrals (within the
meaning of Code Section 402(g)(3) that may be made with respect to any individual under
the limits of Code Section 415, a Participants Annual Additions under this Plan and such
other plans would result in an Excess Amount for a Limitation Year, the Excess Amount
will be deemed to consist of the Annual Additions last allocated, except that Annual
Additions attributable to a simplified employee pension will be deemed to have been
allocated first, followed by Annual Additions to a welfare benefit fund or individual
medical account, regardless of the actual allocation date.(j)
    If an Excess Amount was allocated to a Participant on an allocation date of this
Plan which coincides with an allocation date of another plan, the Excess Amount
attributed to this Plan will be the product of:  (1)
    the total Excess Amount allocated as of such date, times(2)
    the ratio of (i) the Annual Addition allocated to the Participant for the Limitation
Year as




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##### 



of such date under this Plan to (ii) the total Annual Additions allocated to the
Participant for the Limitation Year as of such date under this and all other qualified
defined contribution plans.  (k)
    Any Excess Amount attributed to this Plan will be disposed of in the manner
described in (e) above. SECTION 3.05EXCESS AMOUNTS.  (a)
    Definitions. For the purposes of this section, the following terms are
defined: ACPmeans the average (expressed as a percentage) of the Contribution Percentages of the
Eligible Participants in a group. ADPmeans the average (expressed as a percentage) of the Deferral Percentages of the
Eligible Participants in a group. Aggregate Limitmeans the greater of:  (1)
    The sum of:  (i)
    125 percent of the greater of the ADP of the Nonhighly
Compensated Employees for the prior Plan Year or the ACP of the Nonhighly
Compensated Employees under the plan subject to Code Section 401(m) for the
Plan Year beginning with or within the prior Plan Year of the cash or
deferred arrangement, and(ii)
    the lesser of 200 percent or 2 percent plus the lesser of
such ADP or ACP.  (2)
    The sum of:  (i)
    125 percent of the lesser of the ADP of the Nonhighly
Compensated Employees for the prior Plan Year or the ACP of the Nonhighly
Compensated Employees under the plan subject to Code Section 401(m) for the
Plan Year beginning with or within the prior Plan Year of the cash or
deferred arrangement, and(ii)
    the lesser of 200 percent or 2 percent plus the greater of
such ADP or ACP. If the Employer has elected to use the current testing method, then, in calculating the
Aggregate Limit for a particular Plan Year, the Nonhighly Compensated Employees ADP and
ACP for that Plan Year, instead of the prior Plan Year, is used. Contribution Percentagemeans the ratio (expressed as a percentage) of the Eligible
Participants Contribution Percentage Amounts to the Eligible Participants Compensation
for the Plan Year (whether or not the Eligible Participant was an Eligible Participant
for the entire Plan Year). For an Eligible Participant for whom such Contribution
Percentage Amounts for the Plan Year are zero, the percentage is zero. Contribution Percentage Amountsmeans the sum of the Participant Contributions and




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Matching Contributions (that are not Qualified Matching Contributions taken into account
for purposes of the ADP Test) made under the Plan on behalf of the Eligible Participant
for the Plan Year. Such Contribution Percentage Amounts shall not include Matching
Contributions that are forfeited either to correct Excess Aggregate Contributions or
because the Contributions to which they relate are Excess Elective Deferrals, Excess
Contributions, or Excess Aggregate Contributions. Under such rules as the Secretary of
the Treasury shall prescribe, in determining the Contribution Percentage the Employer
may elect to include Qualified Nonelective Contributions under this Plan which were not
used in computing the Deferral Percentage. The Employer may also elect to use Elective
Deferral Contributions in computing the Contribution Percentage so long as the ADP Test
is met before the Elective Deferral Contributions are used in the ACP Test and continues
to be met following the exclusion of those Elective Deferral Contributions that are used
to meet the ACP Test. Deferral Percentagemeans the ratio (expressed as a percentage) of Elective Deferral
Contributions under this Plan on behalf of the Eligible Participant for the Plan Year to
the Eligible Participants Compensation for the Plan Year (whether or not the Eligible
Participant was an Eligible Participant for the entire Plan Year). The Elective
Deferral Contributions used to determine the Deferral Percentage shall include Excess
Elective Deferrals (other than Excess Elective Deferrals of Nonhighly Compensated
Employees that arise solely from Elective Deferral Contributions made under this Plan or
any other plans of the Employer or a Controlled Group member), but shall exclude
Elective Deferral Contributions that are used in computing the Contribution Percentage
(provided the ADP Test is satisfied both with and without exclusion of these Elective
Deferral Contributions). Under such rules as the Secretary of the Treasury shall
prescribe, the Employer may elect to include Qualified Nonelective Contributions and
Qualified Matching Contributions under this Plan in computing the Deferral Percentage.
For an Eligible Participant for whom such contributions on his behalf for the Plan Year
are zero, the percentage is zero. Elective Deferral Contributionsmeans any employer contributions made to a plan at the
election of a participant, in lieu of cash compensation, and shall include contributions
made pursuant to a salary reduction agreement or other deferral mechanism. With respect to
any taxable year, a participants Elective Deferral Contributions are the sum of all
employer contributions made on behalf of such participant pursuant to an election to
defer under any qualified cash or deferred arrangement described in Code Section 401(k),
any salary reduction simplified employee pension plan described in Code Section
408(k)(6), any SIMPLE IRA plan described in Code Section 408(p), any eligible deferred
compensation plan under Code Section 457, any plan described under Code Section
501(c)(18), and any employer contributions made on behalf of a participant for the
purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction
agreement. Elective Deferral Contributions shall not include any deferrals properly
distributed as excess annual additions. Eligible Participantmeans, for purposes of determining the Deferral Percentage, any
Employee who is otherwise entitled to make Elective Deferral Contributions under the
terms of the Plan for the Plan Year. Eligible Participant means, for purposes of
determining the Contribution Percentage, any Employee who is eligible (i) to make a
Participant Contribution or an Elective Deferral Contribution (if the Employer takes
such contributions into account in the calculation of the Contribution Percentage), or
(ii) to receive a Matching Contribution




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##### 



(including forfeitures) or a Qualified Matching
Contribution. If a Participant Contribution is required as a condition of participation
in the Plan, any Employee who would be a Participant in the Plan if such Employee made
such a contribution shall be treated as an Eligible Participant on behalf of whom no
Participant Contributions are made. Excess Aggregate Contributionsmeans, with respect to any Plan Year, the excess of: (1) The aggregate Contribution Percentage Amounts taken into account in computing the
numerator of the Contribution Percentage actually made on behalf of Highly Compensated
Employees for such Plan Year, over (2) The maximum Contribution Percentage Amounts permitted by the ACP Test (determined by
hypothetically reducing contributions made on behalf of Highly Compensated Employees in
order of their Contribution Percentages beginning with the highest of such percentages). Such determination shall be made after first determining Excess Elective Deferrals and
then determining Excess Contributions. Excess Contributionsmeans, with respect to any Plan Year, the excess of: (1) The aggregate amount of employer contributions actually taken into account in
computing the Deferral Percentage of Highly Compensated Employees for such Plan Year,
over (2) The maximum amount of such contributions permitted by the ADP Test (determined by
hypothetically reducing contributions made on behalf of Highly Compensated Employees in
the order of the Deferral Percentages, beginning with the highest of such percentages). Such determination shall be made after first determining Excess Elective Deferrals. Excess Elective Deferralsmeans those Elective Deferral Contributions that are
includible in a Participants gross income under Code Section 402(g) to the extent such
Participants Elective
Deferral Contributions for a taxable year exceed the dollar limitation under such Code
section. Excess Elective Deferrals shall be treated as Annual Additions, as defined in
the CONTRIBUTION LIMITATION SECTION of this article, under the Plan, unless such amounts
are distributed no later than the first April 15 following the close of the
Participants taxable year. Matching Contributionsmeans employer contributions made to this or any other defined
contribution plan, or to a contract described in Code Section 403(b), on behalf of a
participant on account of a Participant Contribution made by such participant, or on
account of a participants Elective Deferral Contributions, under a plan maintained by
the Employer or a Controlled Group member. Participant Contributionsmeans contributions made to the plan by or on behalf of a
participant that are included in the participants gross income in the year in which
made and that are maintained under a separate account to which the earnings and losses
are allocated.




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Qualified Matching Contributionsmeans Matching Contributions which are subject to the
distribution and nonforfeitability requirements under Code Section 401(k) when made. Qualified Nonelective Contributionsmeans any employer contributions (other than
Matching Contributions) which an employee may not elect to have paid to him in cash
instead of being contributed to the plan and which are subject to the distribution and
nonforfeitability requirements under Code Section 401(k) when made.  (b)
    Excess Elective Deferrals. A Participant may assign to this Plan any
Excess Elective Deferrals made during a taxable year of the Participant by notifying the
Plan Administrator in writing on or before the first following March 1 of the amount of
the Excess Elective Deferrals to be assigned to the Plan. A Participant is deemed to
notify the Plan Administrator of any Excess Elective Deferrals that arise by taking into
account only those Elective Deferral Contributions made to this Plan and any other plan
of the Employer or a Controlled Group member. The Participants claim for Excess
Elective Deferrals shall be accompanied by the Participants written statement that if
such amounts are not distributed, such Excess Elective Deferrals will exceed the limit
imposed on the Participant by Code Section 402(g) for the year in which the deferral
occurred. The Excess Elective Deferrals assigned to this Plan cannot exceed the Elective
Deferral Contributions allocated under this Plan for such taxable year.Notwithstanding any other provisions of the Plan, Elective Deferral Contributions in an
amount equal to the Excess Elective Deferrals assigned to this Plan, plus any income and
minus any loss allocable thereto, shall be distributed no later than April 15 to any
Participant to whose Account Excess Elective Deferrals were assigned for the preceding
year and who claims Excess Elective Deferrals for such taxable year.The Excess Elective Deferrals shall be adjusted for income or loss. The income or loss
allocable to such Excess Elective Deferrals shall be equal to the income or loss
allocable to the Participants Elective Deferral Contributions for the taxable year in
which the excess occurred multiplied by a fraction. The numerator of the fraction is
the Excess Elective Deferrals. The denominator of the fraction is the closing balance
without regard to any income or loss occurring during such taxable year (as of the end
of such taxable year) of the Participants Account resulting from Elective Deferral Contributions.Any Matching Contributions which were based on the Elective Deferral Contributions which
are distributed as Excess Elective Deferrals, plus any income and minus any loss
allocable thereto, shall be forfeited.(c)
    ADP Test. As of the end of each Plan Year after Excess Elective Deferrals
have been determined, the Plan must satisfy the ADP Test. The ADP Test shall be
satisfied using the prior year testing method, unless the Employer has elected to use the
current year testing method. (1) Prior Year Testing Method. The ADP for a Plan Year for Eligible
Participants who are Highly Compensated Employees for each Plan Year and the prior
years ADP for Eligible Participants who were Nonhighly Compensated Employees for the
prior Plan Year must satisfy one of the following tests:




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##### 



(i)
    The ADP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the prior
years ADP for Eligible Participants who were Nonhighly Compensated Employees
for the prior Plan Year multiplied by 1.25; or(ii)
    The ADP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year: A. shall not exceed the prior years ADP for Eligible Participants who were
Nonhighly Compensated Employees for the prior Plan Year multiplied by 2, and B. the difference between such ADPs is not more than 2. If this is not a successor plan, for the first Plan Year the Plan permits any
Participant to make Elective Deferral Contributions, for purposes of the foregoing
tests, the prior years Nonhighly Compensated Employees ADP shall be 3 percent, unless
the Employer has elected to use the Plan Years ADP for these Eligible Participants. (2) Current Year Testing Method. The ADP for a Plan Year for Eligible
Participants who are Highly Compensated Employees for each Plan Year and the ADP for
Eligible Participants who are Nonhighly Compensated Employees for the Plan Year must
satisfy one of the following tests:  (i)
    The ADP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the ADP for
Eligible Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 1.25; or(ii)
    The ADP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year: A. shall not exceed the ADP for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 2, and B. the difference between such ADPs is not more than 2. If the Employer has elected to use the current year testing method, that election
cannot be changed unless (i) the Plan has been using the current year testing method for
the preceding five Plan Years, or if less, the number of Plan Years the Plan has been in
existence; or (ii) the Plan otherwise meets one of the conditions specified in Internal
Revenue Service Notice 98-1 (or superseding guidance) for changing from the current year
testing method. A Participant is a Highly Compensated Employee for a particular Plan Year if he meets
the definition of a Highly Compensated Employee in effect for that Plan Year.
Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year
if he does not meet the definition of a Highly Compensated Employee in effect for that
Plan Year.




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##### 



The Deferral Percentage for any Eligible Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Elective Deferral Contributions
(and Qualified Nonelective Contributions or Qualified Matching Contributions, or both,
if treated as Elective Deferral Contributions for purposes of the ADP Test) allocated to
his account under two or more arrangements described in Code Section 401(k) that are
maintained by the Employer or a Controlled Group member shall be determined as if such
Elective Deferral Contributions (and, if applicable, such Qualified Nonelective
Contributions or Qualified Matching Contributions, or both) were made under a single
arrangement. If a Highly Compensated Employee participates in two or more cash or
deferred arrangements that have different plan years, all cash or deferred arrangements
ending with or within the same calendar year shall be treated as a single arrangement.
The foregoing notwithstanding, certain plans shall be treated as separate if mandatorily
disaggregated under the regulations of Code Section 401(k). In the event this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or
410(b) only if aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of such Code sections only if aggregated with this Plan, then
this section shall be applied by determining the Deferral Percentage of Employees as if
all such plans were a single plan. Any adjustments to the Nonhighly Compensated
Employee ADP for the prior year shall be made in accordance with Internal Revenue
Service Notice 98-1 (or superseding guidance), unless the Employer has elected to use
the current year testing method. Plans may be aggregated in order to satisfy Code
Section 401(k) only if they have the same plan year and use the same testing method for
the ADP Test. For purposes of the ADP Test, Elective Deferral Contributions, Qualified Nonelective
Contributions, and Qualified Matching Contributions must be made before the end of the
12-month period immediately following the Plan Year to which the contributions relate. The Employer shall maintain records sufficient to demonstrate satisfaction of the ADP
Test and the amount of Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, used in such test. If the Plan Administrator should determine during the Plan Year that the ADP Test is not
being met, the Plan Administrator may limit the amount of future Elective Deferral
Contributions of the Highly Compensated Employees. Notwithstanding any other provisions of this Plan, Excess Contributions, plus any income
and minus any loss allocable thereto, shall be distributed no later than the last day of
each Plan Year to Participants to whose Accounts such Excess Contributions were
allocated for the preceding Plan Year. Excess Contributions are allocated to the Highly
Compensated Employees with the largest amounts of employer contributions taken into
account in calculating the ADP Test for the year in which the excess arose, beginning
with the Highly Compensated Employee with the largest amount of such employer
contributions and continuing in descending order until all of the Excess Contributions
have been allocated. For purposes of the preceding sentence, the largest amount is
determined after distribution of any Excess Contributions. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan Year in which such
excess amounts arose, a 10 percent excise tax shall be imposed on the employer
maintaining the plan with respect to such amounts.




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Excess Contributions shall be treated as Annual Additions, as defined in the
CONTRIBUTION LIMITATION SECTION of this article. The Excess Contributions shall be adjusted for income or loss. The income or loss
allocable to such Excess Contributions allocated to each Participant shall be equal to
the income or loss allocable to the Participants Elective Deferral Contributions (and,
if applicable, Qualified Nonelective Contributions or Qualified Matching Contributions,
or both) for the Plan Year in which the excess occurred multiplied by a fraction. The
numerator of the fraction is the Excess Contributions. The denominator of the fraction
is the closing balance without regard to any income or loss occurring during such Plan
Year (as of the end of such Plan Year) of the Participants Account resulting from
Elective Deferral Contributions (and Qualified Nonelective Contributions or Qualified
Matching Contributions, or both, if such contributions are included in the ADP Test). Excess Contributions allocated to a Participant shall be distributed from the
Participants Account resulting from Elective Deferral Contributions. If such Excess
Contributions exceed the balance in the Participants Account resulting from Elective
Deferral Contributions, the balance shall be distributed from the Participants Account
resulting from Qualified Matching Contributions (if applicable) and Qualified
Nonelective Contributions, respectively. Any Matching Contributions which were based on the Elective Deferral Contributions which
are distributed as Excess Contributions, plus any income and minus any loss allocable
thereto, shall be forfeited.  (d)
    ACP Test. As of the end of each Plan Year, the Plan must satisfy the ACP
Test. The ACP Test shall be satisfied using the prior year testing method, unless the
Employer has elected to use the current year testing method. (1) Prior Year Testing Method. The ACP for a Plan Year for Eligible
Participants who are Highly Compensated Employees for each Plan Year and the prior
years ACP for Eligible Participants who were Nonhighly Compensated Employees for the
prior Plan Year must satisfy one of the following tests:  (i)
    The ACP for the Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the prior
years ACP for Eligible
Participants who were Nonhighly Compensated Employees for the prior Plan
Year multiplied by 1.25; or(ii)
    The ACP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year: A. shall not exceed the prior years ACP for Eligible Participants who were
Nonhighly Compensated Employees for the prior Plan Year multiplied by 2, and B. the difference between such ACPs is not more than 2. If this is not a successor plan, for the first Plan Year the Plan permits any
Participant to make Participant Contributions, provides for Matching Contributions, or
both, for purposes of




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##### 



the foregoing tests, the prior years Nonhighly Compensated
Employees ACP shall be 3 percent, unless the Employer has elected to use the Plan
Years ACP for these Eligible Participants. (2) Current Year Testing Method. The ACP for a Plan Year for Eligible
Participants who are Highly Compensated Employees for each Plan Year and the ACP for
Eligible Participants who are Nonhighly Compensated Employees for the Plan Year must
satisfy one of the following tests:  (i)
    The ACP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the ACP for
Eligible Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 1.25; or(ii)
    The ACP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year: A. shall not exceed the ACP for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 2, and B. the difference between such ACPs is not more than 2. If the Employer has elected to use the current year testing method, that election
cannot be changed unless (i) the Plan has been using the current year testing method for
the preceding five Plan Years, or if less, the number of Plan Years the Plan has been in
existence; or (ii) the Plan otherwise meets one of the conditions specified in Internal
Revenue Service Notice 98-1 (or superseding guidance) for changing from the current year
testing method. A Participant is a Highly Compensated Employee for a particular Plan Year if he meets
the definition of a Highly Compensated Employee in effect for that Plan Year.
Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year
if he does not meet the definition of a Highly Compensated Employee in effect for that
Plan Year. Multiple Use. If one or more Highly Compensated Employees participate in both a
cash or deferred arrangement and a plan subject to the ACP Test maintained by the
Employer or a Controlled Group member, and the sum of the ADP and ACP of those Highly
Compensated Employees subject to either or both tests exceeds the Aggregate Limit, then
the Contribution Percentage of those Highly Compensated Employees who also participate
in a cash or deferred
arrangement will be reduced in the manner described below for allocating Excess
Aggregate Contributions so that the limit is not exceeded. The amount by which each
Highly Compensated Employees Contribution Percentage is reduced shall be treated as an
Excess Aggregate Contribution. The ADP and ACP of the Highly Compensated Employees are
determined after any corrections required to meet the ADP Test and ACP Test and are
deemed to be the maximum permitted under such tests for the Plan Year. Multiple use
does not occur if either the ADP or ACP of the Highly Compensated Employees does not
exceed 1.25 multiplied by the ADP and ACP, respectively, of the Nonhighly Compensated
Employees. The Contribution Percentage for any Eligible Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Contribution Percentage Amounts




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allocated to his account under two or more plans described in Code Section 401(a) or
arrangements described in Code Section 401(k) that are maintained by the Employer or a
Controlled Group member shall be determined as if the total of such Contribution
Percentage Amounts was made under each plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have different plan
years, all cash or deferred arrangements ending with or within the same calendar year
shall be treated as a single arrangement. The foregoing notwithstanding, certain plans
shall be treated as separate if mandatorily disaggregated under the regulations of Code
Section 401(m). In the event this Plan satisfies the requirements of Code Section 401(m), 401(a)(4), or
410(b) only if aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of such Code sections only if aggregated with this Plan, then
this section shall be applied by determining the Contribution Percentage of Employees as
if all such plans were a single plan. Any adjustments to the Nonhighly Compensated
Employee ACP for the prior year shall be made in accordance with Internal Revenue
Service Notice 98-1 (or superseding guidance), unless the Employer has elected to use
the current year testing method. Plans may be aggregated in order to satisfy Code
Section 401(m) only if they have the same plan year and use the same testing method for
the ACP Test. For purposes of the ACP Test, Participant Contributions are considered to have been made
in the Plan Year in which contributed to the Plan. Matching Contributions and Qualified
Nonelective Contributions will be considered to have been made for a Plan Year if made
no later than the end of the 12-month period beginning on the day after the close of the
Plan Year. The Employer shall maintain records sufficient to demonstrate satisfaction of the ACP
Test and the amount of Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, used in such test. Notwithstanding any other provisions of this Plan, Excess Aggregate Contributions, plus
any income and minus any loss allocable thereto, shall be forfeited, if not vested, or
distributed, if vested, no later than the last day of each Plan Year to Participants to
whose Accounts such Excess Aggregate Contributions were allocated for the preceding Plan
Year. Excess Aggregate Contributions are allocated to the Highly Compensated Employees
with the largest Contribution Percentage Amounts taken into account in calculating the
ACP Test for the year in which the excess arose, beginning with the Highly Compensated
Employee with the largest amount of such Contribution Percentage Amounts and continuing
in descending order until all of the Excess Aggregate Contributions have been allocated.
For purposes of the preceding sentence,
the largest amount is determined after distribution of any Excess Aggregate
Contributions. If such Excess Aggregate Contributions are distributed more than 2 1/2
months after the last day of the Plan Year in which such excess amounts arose, a 10
percent excise tax shall be imposed on the employer maintaining the plan with respect to
such amounts. Excess Aggregate Contributions shall be treated as Annual Additions, as defined in the
CONTRIBUTION LIMITATION SECTION of this article. The Excess Aggregate Contributions shall be adjusted for income or loss. The income or
loss allocable to such Excess Aggregate Contributions allocated to each Participant
shall be equal to




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the income or loss allocable to the Participants Contribution
Percentage Amounts for the Plan Year in which the excess occurred multiplied by a
fraction. The numerator of the fraction is the Excess Aggregate Contributions. The
denominator of the fraction is the closing balance without regard to any income or loss
occurring during such Plan Year (as of the end of such Plan Year) of the Participants
Account resulting from Contribution Percentage Amounts.Excess Aggregate Contributions allocated to a Participant shall be distributed from the
Participants Account resulting from Participant Contributions that are not required as
a condition of employment or participation or for obtaining additional benefits from
Employer Contributions. If such Excess Aggregate Contributions exceed the balance in
the Participants Account resulting from such Participants Contributions, the balance
shall be forfeited, if not vested, or distributed, if vested, on a pro-rata basis from
the Participants Account resulting from Contribution Percentage Amounts.(e)
    Employer Elections. The Employer has not made an election to use the
current year testing method. ARTICLE IV INVESTMENT OF CONTRIBUTIONS SECTION 4.01INVESTMENT AND TIMING OF CONTRIBUTIONS. The handling of Contributions is governed by the provisions of the Trust Agreement, the
Annuity Contract, and any other funding arrangement in which the Plan Fund is or may be held or
invested. To the extent permitted by the Trust Agreement, Annuity Contract, or other funding
arrangement, the parties named below shall direct the Contributions to the guaranteed benefit
policy portion of the Annuity Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust Agreement and may request the
transfer of amounts resulting from those Contributions between such investment options and
investment vehicles or the transfer of amounts between the guaranteed benefit policy portion of the
Annuity Contract and such investment options and investment vehicles. A Participant may not direct
the Trustee or Insurer to invest the Participants Account in collectibles. Collectibles mean any
work of art, rug or antique, metal or gem, stamp or coin, alcoholic beverage, or other tangible
personal property specified by the Secretary of the Treasury. However, for tax years beginning
after December 31, 1997, certain coins and bullion as provided in Code Section 408(m)(3) shall not
be considered collectibles. To the extent that a Participant who has investment direction fails to
give timely direction, the Primary Employer shall direct the investment of his Account. If the
Primary Employer has investment direction, such Account shall be invested ratably in the guaranteed
benefit policy portion of the Annuity
Contract, the investment options available under the Annuity Contract, or the investment vehicles
available under the Trust Agreement in the same manner as the Accounts of all other Participants
who do not direct their investments. The Primary Employer shall have investment direction for
amounts which have not been allocated to Participants. To the extent an investment is no longer
available, the Primary Employer may require that amounts currently held in such investment be
reinvested in other investments. At least annually, the Named Fiduciary shall review all pertinent Employee information and
Plan data in order to establish the funding policy of the Plan and to determine appropriate methods
of carrying out the Plans objectives. The Named Fiduciary shall inform the Trustee and any
Investment Manager of the Plans




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short-term and long-term financial needs so the investment policy
can be coordinated with the Plans financial requirements.  (a)
    Employer Contributions other than Elective Deferral Contributions: The Participant
shall direct the investment of such Employer Contributions and transfer of amounts
resulting from those Contributions.(b)
    Elective Deferral Contributions: The Participant shall direct the investment of
Elective Deferral Contributions and transfer of amounts resulting from those
Contributions.(c)
    Rollover Contributions: The Participant shall direct the investment of Rollover
Contributions and transfer of amounts resulting from those Contributions. However, the Named Fiduciary may delegate to the Investment Manager investment discretion for
Contributions and amounts which are not subject to Participant direction. The Employer shall pay to the Insurer or Trustee, as applicable, the Elective Deferral
Contributions for each Plan Year not later than the end of the 12-month period immediately
following the Plan Year for which they are deemed to be paid. All Contributions are forwarded by the Employer to the Trustee to be deposited in the Trust
Fund or to the Insurer to be deposited under the Annuity Contract, as applicable. Contributions
that are accumulated through payroll deduction shall be paid to the Trustee or Insurer, as
applicable, by the earlier of (i) the date the Contributions can reasonably be segregated from the
Employers assets, or (ii) the 15th business day of the month following the month in which the
Contributions would otherwise have been paid in cash to the Participant. ARTICLE V BENEFITS SECTION 5.01RETIREMENT BENEFITS. On a Participants Retirement Date, his Vested Account shall be distributed to him according
to the distribution of benefits provisions of Article VI and the provisions of the SMALL AMOUNTS
SECTION of Article X. SECTION 5.02DEATH BENEFITS. If a Participant dies before his Annuity Starting Date, his Vested Account shall be
distributed according to the distribution of benefits provisions of Article VI and the provisions
of the SMALL AMOUNTS SECTION of Article X. SECTION 5.03VESTED BENEFITS. If an Inactive Participants Vested Account is not payable under the SMALL AMOUNTS SECTION of
Article X, he may elect, but is not required, to receive a distribution of his Vested Account after
he ceases




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to be an Employee. The Participants election shall be subject to his spouses consent
as provided in the ELECTION PROCEDURES SECTION of Article VI. A distribution under this paragraph
shall be a retirement benefit and shall be distributed to the Participant according to the
distribution of benefits provisions of Article VI. A Participant may not elect to receive a distribution under the provisions of this section
after he again becomes an Employee until he subsequently ceases to be an Employee and meets the
requirements of this section. If an Inactive Participant does not receive an earlier distribution, upon his Retirement Date
or death, his Vested Account shall be distributed according to the provisions of the RETIREMENT
BENEFITS SECTION or the DEATH BENEFITS SECTION of Article V. The Nonvested Account of an Inactive Participant who has ceased to be an Employee shall remain
a part of his Account until it becomes a Forfeiture. However, if he again becomes an Employee so
that his Vesting Percentage can increase, the Nonvested Account may become a part of his Vested
Account. SECTION 5.04WHEN BENEFITS START.  (a)
    Unless otherwise elected, benefits shall begin before the 60th day following the
close of the Plan Year in which the latest date below occurs:  (1)
    The date the Participant attains age 65 (or Normal Retirement Age, if
earlier).(2)
    The 10th anniversary of the Participants Entry Date.(3)
    The date the Participant ceases to be an Employee.  Notwithstanding the foregoing, the failure of a Participant to consent to a distribution
while a benefit is immediately distributable, within the meaning of the ELECTION
PROCEDURES SECTION of Article VI, shall be deemed to be an election to defer the start
of benefits sufficient to satisfy this section.The Participant may elect to have his benefits begin after the latest date for beginning
benefits described above, subject to the following provisions of this section. The
Participant shall make the election in writing. Such election must be made before his
Normal Retirement Date or the date he ceases to be an Employee, if later. The election
must describe the form of distribution and the date benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of distribution that
would result in a benefit payable when he dies which would be more than incidental
within the meaning of governmental regulations.Benefits shall begin on an earlier date if otherwise provided in the Plan. For example,
the Participants Retirement Date or Required Beginning Date, as defined in the
DEFINITIONS SECTION of Article VII.(b)
    The Participants Vested Account which results from Elective Deferral Contributions
may not be distributed to a Participant or to his Beneficiary (or Beneficiaries) in
accordance with the




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Participants or Beneficiarys (or Beneficiaries) election, earlier
than separation from service, death, or disability. Such amount may also be distributed
upon: (1) Termination of the Plan, as permitted in Article VIII. (2) The disposition by the Employer, if the Employer is a corporation, to an unrelated
corporation of substantially all of the assets, within the meaning of Code Section
409(d)(2), used in a trade or business of the Employer if the Employer continues to
maintain the Plan after the disposition, but only with respect to Employees who continue
employment with the corporation acquiring such assets. (3) The disposition by the Employer, if the Employer is a corporation, to an unrelated
entity of the Employers interest in a subsidiary, within the meaning of Code Section
409(d)(3), if the Employer continues to maintain the Plan, but only with respect to
Employees who continue employment with such subsidiary. (4) The hardship of the Participant as permitted in the WITHDRAWAL BENEFITS
SECTION of this article. All distributions that may be made pursuant to one or more of the foregoing
distributable events will be a retirement benefit and shall be distributed to the
Participant according to the distribution of benefit provisions of Article VI. In
addition, distributions that are triggered by (1), (2) and (3) above must be made in a
lump sum. A lump sum shall include a distribution of an annuity contract. SECTION 5.05WITHDRAWAL BENEFITS. A Participant may withdraw any part of his Vested Account which results from the following
Contributions: Elective Deferral Contributions in the event of hardship due to an immediate and heavy financial need. Withdrawals from the
Participants Account resulting from Elective Deferral Contributions shall be limited to the amount
of the Participants Elective Deferral Contributions. Immediate and heavy financial need shall be
limited to: (i) expenses incurred or necessary for medical care, described in Code Section 213(d),
of the Participant, the Participants spouse, or any dependents of the Participant (as defined in
Code Section 152); (ii) purchase (excluding mortgage payments) of a principal residence for the
Participant; (iii) payment of tuition, related educational fees, and room and board expenses, for
the next 12 months of post-secondary education for the Participant, his spouse, children, or
dependents; (iv) the need to prevent the eviction of the Participant from his principal residence
or foreclosure on the mortgage of the Participants principal residence; or (v) any other
distribution
which is deemed by the Commissioner of Internal Revenue to be made on account of immediate and
heavy financial need as provided in Treasury regulations. No withdrawal shall be allowed which is not necessary to satisfy such immediate and heavy
financial need. Such withdrawal shall be deemed necessary only if all of the following
requirements are met: (i) the distribution is not in excess of the amount of the immediate and
heavy financial need (including amounts




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necessary to pay any Federal, state, or local income taxes
or penalties reasonably anticipated to result from the distribution); (ii) the Participant has
obtained all distributions, other than hardship distributions, and all nontaxable loans currently
available under all plans maintained by the Employer; (iii) the Plan, and all other plans
maintained by the Employer, provide that the Participants elective contributions and participant
contributions will be suspended for at least 6 months after receipt of the hardship distribution;
and (iv) the Plan, and all other plans maintained by the Employer, provide that the Participant may
not make elective contributions for the Participants taxable year immediately following the
taxable year of the hardship distribution in excess of the applicable limit under Code Section
402(g) for such next taxable year less the amount of such Participants elective contributions for
the taxable year of the hardship distribution. The Plan will suspend elective contributions and
participant contributions for 6 months and limit elective deferrals as provided in the preceding
sentence. A Participant shall not cease to be an Eligible Participant, as defined in the EXCESS
AMOUNTS SECTION of Article III, merely because his elective contributions or participant
contributions are suspended. A request for withdrawal shall be made in such manner and in accordance with such rules as the
Employer will prescribe for this purpose (including by means of voice response or other electronic
means under circumstances the Employer permits). Withdrawals shall be a retirement benefit and
shall be distributed to the Participant according to the distribution of benefits provisions of
Article VI. A forfeiture shall not occur solely as a result of a withdrawal. SECTION 5.06LOANS TO PARTICIPANTS. Loans shall be made available to all Participants on a reasonably equivalent basis. Loans
shall only be made from a Participants Vested Account resulting from Elective Deferral
Contributions, Rollover Contributions, and Matching Contributions. Loans shall be made available
only in the event of hardship due to an immediate and heavy financial need. Immediate and heavy
financial need shall be limited to (i) medical expenses described in Code Section 213(d) incurred
by the Participant, the Participants spouse, or any dependents of the Participant (as defined in
Code Section 152); (ii) purchase (excluding mortgage payments) of a principal residence for the
Participant; (iii) payment of tuition for the next semester or quarter of post-secondary education
for the Participant, his spouse, children or dependents; (iv) the need to prevent the eviction of
the Participant from his principal residence or foreclosure on the mortgage of the Participants
principal residence; or (v) any other distribution which is deemed by the Commissioner of Internal
Revenue to be made on account of immediate and heavy financial need as provided in Treasury
regulations. The Participants request for a loan shall include his written statement that an
immediate and heavy financial need exists and explain its nature. For purposes of this section, and unless otherwise specified, Participant means any
Participant or Beneficiary who is a party-in-interest as defined in ERISA. Loans shall not be made
to Highly Compensated Employees in an amount greater than the amount made available to other
Participants. No loans will be made to any shareholder-employee or Owner-employee. For purposes of this
requirement, a shareholder-employee means an employee or officer of an electing small business
(Subchapter S) corporation who owns (or is considered as owning within the meaning of Code Section
318(a)(1)), on any day during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation. A loan to a Participant shall be a Participant-directed investment of his Account. The loan
is a Trust




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Fund investment but no Account other than the borrowing Participants Account shall
share in the interest paid on the loan or bear any expense or loss incurred because of the loan. The number of outstanding loans shall not be limited. The minimum amount of any loan shall be
$1,000. Loans must be adequately secured and bear a reasonable rate of interest. The amount of the loan shall not exceed the maximum amount that may be treated as a loan under
Code Section 72(p) (rather than a distribution) to the Participant and shall be equal to the lesser
of (a) or (b) below:  (a)
    $50,000, reduced by the highest outstanding loan balance of loans during the
one-year period ending on the day before the new loan is made.(b)
    The greater of (1) or (2), reduced by (3) below:  (1)
    One-half of the Participants Vested Account attributable to Elective Deferral
Contributions, Rollover Contributions, and Matching Contributions.(2)
    $10,000.(3)
    Any outstanding loan balance on the date the new loan is made. For purposes of this maximum, a Participants Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B), and all qualified
employer plans, as defined in Code Section 72(p)(4), of the Employer and any Controlled Group
member shall be treated as one plan. The foregoing notwithstanding, the amount of such loan shall not exceed 50 percent of the
amount of the Participants Vested Account, reduced by any outstanding loan balance on the date the
new loan is made. For purposes of this maximum, a Participants Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participants Vested Account (as limited above) shall be
accepted. The Loan Administrator shall determine if the collateral is adequate for the amount of
the loan requested. Each loan shall bear a reasonable fixed rate of interest to be determined by the Loan
Administrator. In determining the interest rate, the Loan Administrator shall take into
consideration fixed interest rates currently being charged by commercial lenders for loans of
comparable risk on similar terms and for similar durations, so that the interest will provide for a
return commensurate with rates currently charged by commercial lenders for loans made under similar
circumstances. The Loan Administrator shall not discriminate among Participants in the matter of
interest rates; but loans granted at different times may bear different interest rates in
accordance with the current appropriate standards. The loan shall by its terms require that repayment (principal and interest) be amortized in
level payments, not less frequently than quarterly, over a period not extending beyond five years
from the date of the loan. If the loan is used to acquire a dwelling unit, which within a
reasonable time (determined at the time the loan is made) will be used as the principal residence
of the Participant, the repayment period may




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extend beyond five years from the date of the loan.
The period of repayment for any loan shall be arrived at by mutual agreement between the Loan
Administrator and the Participant and if the loan is for a principal residence, shall not be made
for a period longer than the repayment period consistent with commercial practices. The Participant shall make an application for a loan in such manner and in accordance with
such rules as the Employer shall prescribe for this purpose (including by means of voice response
or other electronic means under circumstances the Employer permits). The application must specify
the amount and duration requested. Information contained in the application for the loan concerning the income, liabilities, and
assets of the Participant will be evaluated to determine whether there is a reasonable expectation
that the Participant will be able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the creditworthiness
and credit history of the Participant to determine whether a loan should be approved. Each loan shall be fully documented in the form of a promissory note signed by the Participant
for the face amount of the loan, together with interest determined as specified above. There will be an assignment of collateral to the Plan executed at the time the loan is made. In those cases where repayment through payroll deduction is available, installments are so
payable, and a payroll deduction agreement shall be executed by the Participant at the time the
loan is made. Loan repayments that are accumulated through payroll deduction shall be paid to the
Trustee by the earlier of (i) the date the loan repayments can reasonably be segregated from the
Employers assets, or (ii) the 15th business day of the month following the month in which such
amounts would otherwise have been paid in cash to the Participant. Where payroll deduction is not available, payments in cash are to be timely made. Any payment
that is not by payroll deduction shall be made payable to the Employer or the Trustee, as specified
in the promissory note, and delivered to the Loan Administrator, including prepayments, service
fees and penalties, if any, and other amounts due under the note. The Loan Administrator shall
deposit such amounts into the Plan as soon as administratively practicable after they are received,
but in no event later than the 15th business day of the month after they are received. The promissory note may provide for reasonable late payment penalties and service fees. Any
penalties or service fees shall be applied to all Participants in a nondiscriminatory manner. If
the promissory note so provides, such amounts may be assessed and collected from the Account of the
Participant as part of the loan balance. Each loan may be paid prior to maturity, in part or in full, without penalty or service fee,
except as may be set out in the promissory note. The Plan shall suspend loan payments for a period not exceeding one year during which an
approved unpaid leave of absence occurs other than a military leave of absence. The Loan Administrator
shall provide the Participant a written explanation of the effect of the suspension of payments
upon his loan.




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If a Participant separates from service (or takes a leave of absence) from the Employer
because of service in the military and does not receive a distribution of his Vested Account, the
Plan shall suspend loan payments until the Participants completion of military service or until
the Participants fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant a written
explanation of the effect of his military service upon his loan. If any payment of principal and interest, or any portion thereof, remains unpaid for more than
90 days after due, the loan shall be in default. For purposes of Code Section 72(p), the
Participant shall then be treated as having received a deemed distribution regardless of whether or
not a distributable event has occurred. Upon default, the Plan has the right to pursue any remedy available by law to satisfy the
amount due, along with accrued interest, including the right to enforce its claim against the
security pledged and execute upon the collateral as allowed by law. The entire principal balance
whether or not otherwise then due, along with accrued interest, shall become immediately due and
payable without demand or notice, and subject to collection or satisfaction by any lawful means,
including specifically, but not limited to, the right to enforce the claim against the security
pledged and to execute upon the collateral as allowed by law. In the event of default, foreclosure on the note and attachment of security or use of amounts
pledged to satisfy the amount then due shall not occur until a distributable event occurs in
accordance with the Plan, and shall not occur to an extent greater than the amount then available
upon any distributable event which has occurred under the Plan. All reasonable costs and expenses, including but not limited to attorneys fees, incurred by
the Plan in connection with any default or in any proceeding to enforce any provision of a
promissory note or instrument by which a promissory note for a Participant loan is secured, shall
be assessed and collected from the Account of the Participant as part of the loan balance. If payroll deduction is being utilized, in the event that a Participants available payroll
deduction amounts in any given month are insufficient to satisfy the total amount due, there will
be an increase in the amount taken subsequently, sufficient to make up the amount that is then due.
If any amount remains past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued, shall become due and payable, as above. If no distributable event has occurred under the Plan at the time that the Participants
Vested Account would otherwise be used under this provision to pay any amount due under the
outstanding loan, this will not occur until the time, or in excess of the extent to which, a
distributable event occurs under the Plan. An outstanding loan will become due and payable in full
60 days after a Participant ceases to be an Employee and a party-in-interest as defined in ERISA or
after complete termination of the Plan. SECTION 5.07DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. The Plan specifically permits distributions to an Alternate Payee under a qualified domestic
relations order as defined in Code Section 414(p), at any time, irrespective of whether the
Participant has attained his earliest retirement age, as defined in Code Section 414(p), under the
Plan. A distribution to an Alternate Payee before the Participant has attained his earliest
retirement age is available only if the order specifies that




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distribution shall be made prior to the earliest retirement age or allows the Alternate Payee to elect a distribution prior to the earliest retirement age. Nothing in this section shall permit a Participant to receive a distribution at a time
otherwise not permitted under the Plan nor shall it permit the Alternate Payee to receive a form of
payment not permitted under the Plan. The benefit payable to an Alternate Payee shall be subject to the provisions of the SMALL
AMOUNTS SECTION of Article X if the value of the benefit does not exceed $5,000 ($3,500 for Plan
Years beginning before August 6, 1997). The Plan Administrator shall establish reasonable procedures to determine the qualified status
of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator
shall promptly notify the Participant and the Alternate Payee named in the order, in writing, of
the receipt of the order and the Plans procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic relations order, the Plan
Administrator shall determine the qualified status of the order and shall notify the Participant
and each Alternate Payee, in writing, of its determination. The Plan Administrator shall provide
notice under this paragraph by mailing to the individuals address specified in the domestic
relations order, or in a manner consistent with Department of Labor regulations. The Plan
Administrator may treat as qualified any domestic relations order entered into before January 1,
1985, irrespective of whether it satisfies all the requirements described in Code Section 414(p). If any portion of the Participants Vested Account is payable during the period the Plan
Administrator is making its determination of the qualified status of the domestic relations order,
a separate accounting shall be made of the amount payable. If the Plan Administrator determines
the order is a qualified domestic relations order within 18 months of the date amounts are first
payable following receipt of the order, the payable amounts shall be distributed in accordance with
the order. If the Plan Administrator does not make its determination of the qualified status of
the order within the 18-month determination period, the payable amounts shall be distributed in the
manner the Plan would distribute if the order did not exist and the order shall apply prospectively
if the Plan Administrator later determines the order is a qualified domestic relations order. The Plan shall make payments or distributions required under this section by separate benefit
checks or other separate distribution to the Alternate Payee(s). ARTICLE VI DISTRIBUTION OF BENEFITS SECTION 6.01FORM OF DISTRIBUTION. Unless an optional form of benefit is selected pursuant to a qualified election within the
election period (see the ELECTION PROCEDURES SECTION of this article), the automatic form of
benefit payable to or on behalf of a Participant is determined as follows:  (a)
    Retirement Benefits. Prior to February 1, 2004, single sum and installments are
allowed. Effective as of February 1, 2004, the Plan is being amended to eliminate
installments as an optional form of




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distribution and the Plan provides a single sum distribution form that is otherwise identical to the optional form of distribution eliminated
or restricted. The amendment shall not apply to any distribution with an Annuity Starting Date earlier than the earlier of (i) the 90th day
after the date the Participant receiving the distribution has been furnished a summary
that reflects the amendment and that satisfies the ERISA requirements at 29 CFR
2520.104b-3 relating to a summary of material modifications, or (ii) the first day of
the second Plan Year following the Plan Year in which the amendment is adopted.(b)
    Death Benefits. The only form of death benefit is a single sum payment. SECTION 6.02 ELECTION PROCEDURES. The Participant shall make any election under this section in writing. The Plan Administrator
may require such individual to complete and sign any necessary documents as to the provisions to be
made. Any election permitted under (a) below shall be subject to the qualified election provisions
of (b) below.  (a)
    Death Benefits. A Participant may elect his Beneficiary.(b)
    Qualified Election. The Participant may make an election at any time
during the election period. The Participant may revoke the election made (or make a new
election) at any time and any number of times during the election period. An election is
effective only if it meets the consent requirements below. Election Period for Death Benefits. A Participant may make an election as to
death benefits at      any time before he dies. Consent to Election. If the Participants Vested Account exceeds $5,000, any
benefit which is      immediately distributable requires the consent of the Participant. The consent of the Participant to a benefit which is immediately distributable
must not be made before the date the Participant is provided with the notice of
the ability to defer the distribution. Such consent shall be made in writing. The consent shall not be made more than 90 days before the Annuity Starting Date.
The consent of the Participant shall not be required to the extent that a distribution
is required to satisfy Code Section 401(a)(9) or Code Section 415. In addition, upon termination of this Plan, if the Plan does not offer an annuity
option (purchased from a commercial provider), and if the Employer (or any entity within
the same Controlled Group) does not maintain another defined contribution plan (other
than an employee stock ownership plan as defined in Code Section 4975(e)(7)), the
Participants Account balance will, without the Participants consent, be distributed to
the Participant. However, if any entity within the same Controlled Group maintains
another defined contribution plan (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7)) then the Participants Account will be transferred,
without the Participants consent, to the other plan if the Participant does not consent
to an immediate distribution.




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A benefit is immediately distributable if any part of the benefit could be
distributed to the Participant before the Participant attains the older of Normal
Retirement Age or age 62.  (c)
    Designation of Beneficiary. Spousal consent is needed to name a Beneficiary
other than the Participants spouse. If a Participant names a Beneficiary other than his
spouse, the spouse has the right to limit consent only to a specific Beneficiary. The
spouse can relinquish such right. Such consent shall be in writing. The spouses consent
shall be witnessed by a plan representative or notary public. The spouses consent must
acknowledge the effect of the election, including that the spouse had the right to limit
consent only to a specific Beneficiary and that the relinquishment of such right was
voluntary. Unless the consent of the spouse expressly permits designations by the
Participant without a requirement of further consent by the spouse, the spouses consent
must be limited to the Beneficiary, class of Beneficiaries, or contingent Beneficiary
named in the election. Spousal consent is not required, however, if the Participant establishes to the
satisfaction of the plan representative that the consent of the spouse cannot be
obtained because there is no spouse or the spouse cannot be located. A spouses consent
under this paragraph shall not be valid with respect to any other spouse. A Participant
may revoke a prior election without the consent of the spouse. Any new election will
require a new spousal consent, unless the consent of the spouse expressly permits such
election by the Participant without further consent by the spouse. A spouses consent
may be revoked at any time within the Participants election period. SECTION 6.03NOTICE REQUIREMENTS. Right to Defer. The Plan Administrator shall furnish to the Participant a written
explanation of the right of the Participant to defer distribution until the benefit is no longer
immediately distributable. The Plan Administrator shall furnish the written explanation by a method reasonably calculated
to reach the attention of the Participant no less than 30 days, and no more than 90 days, before
the Annuity Starting Date. However, distribution may begin less than 30 days after the notice described in this
subparagraph is given, provided the Plan Administrator clearly informs the Participant that he 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 the Participant, after receiving the notice,
affirmatively elects a distribution. ARTICLE VII DISTRIBUTION REQUIREMENTS SECTION 7.01APPLICATION. The timing of any distribution must meet the requirements of this article. SECTION 7.02DEFINITIONS.




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For purposes of this article, the following terms are defined: 5-percent Ownermeans a 5-percent owner as defined in Code Section 416. A Participant is
treated as a 5-percent Owner for purposes of this article if such Participant is a 5-percent Owner
at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2. In addition, a Participant is treated as a 5-percent Owner for purposes of this article if
such Participant becomes a 5-percent Owner in a later Plan Year. Such Participants Required
Beginning Date shall not be later than the April 1 of the calendar year following the calendar year
in which such later Plan Year ends. Once distributions have begun to a 5-percent Owner under this article, they must continue to
be distributed, even if the Participant ceases to be a 5-percent Owner in a subsequent year. Required Beginning Datemeans, for a Participant who is a 5-percent Owner, the April 1 of the
calendar year following the calendar year in which he attains age 70 1/2. Required Beginning Date means, for any Participant who is not a 5-percent Owner, the April 1
of the calendar year following the later of the calendar year in which he attains age 70 1/2 or the
calendar year in which he retires. The preretirement age 70 1/2 distribution option is only eliminated with respect to
Participants who reach age 70 1/2 in or after a calendar year that begins after the later of
December 31, 1998, or the adoption date of the amendment which eliminated such option. The
preretirement age 70 1/2 distribution is an optional form of benefit under which benefits payable
in a particular distribution form (including any modifications that may be elected after benefits
begin) begin at a time during the period that begins on or after January 1 of the calendar year in
which the Participant attains age 70 1/2 and ends April 1 of the immediately following calendar
year. The options available for Participants who are not 5-percent Owners and attained age 70 1/2 in
calendar years before the calendar year that begins after the later of December 31, 1998, or the
adoption date of the amendment which eliminated the preretirement age 70 1/2 distribution shall be
the following. Any such Participant attaining age 70 1/2 in years after 1995 may elect by April 1
of the calendar year following the calendar year in which he attained age 70 1/2 (or by December
31, 1997 in the case of a Participant attaining age 70 1/2 in 1996) to defer distributions until
the calendar year following the calendar year in which he retires. SECTION 7.03DISTRIBUTION REQUIREMENTS.  (a)
    General Rules. (1) The requirements of this article shall apply to any distribution of a Participants
interest and shall take precedence over any inconsistent provisions of this Plan.
Unless otherwise specified, the provisions of this article apply to calendar years
beginning after December 31, 1984. (2) All distributions required under this article shall be determined and made in
accordance with the proposed regulations under Code Section 401(a)(9).




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(3) With respect to distributions under the Plan made on or after June 14, 2001, for
calendar years beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements of Code Section 401(a)(9) in accordance with the regulations
under Code Section 401(a)(9) that were proposed on January 17, 2001 (the 2001 Proposed
Regulations), notwithstanding any provision of the Plan to the contrary. If the total
amount of required minimum distributions made to a Participant for 2001 prior to June
14, 2001, are equal to or greater than the amount of required minimum distributions
determined under the 2001 Proposed Regulations, then no additional distributions are
required for such Participant for 2001 on or after such date. If the total amount of
required minimum distributions made to a Participant for 2001 prior to June 14, 2001,
are less than the amount determined under the 2001 Proposed Regulations, then the amount
of required minimum distributions for 2001 on or after such date will be determined so
that the total amount of required minimum distributions for 2001 is the amount
determined under the 2001 Proposed Regulations. These provisions shall continue in
effect until the last calendar year beginning before the effective date of final
regulations under Code Section 401(a)(9) or such other date as may be published by the
Internal Revenue Service.  (b)
    Required Beginning Date. The entire interest of a Participant must be
distributed or begin to be distributed no later than the Participants Required Beginning
Date.(c)
    Death Distribution Provisions. If the Participant dies before distribution
of his interest begins, 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. ARTICLE VIII TERMINATION OF THE PLAN The Employer expects to continue the Plan indefinitely but reserves the right to terminate the
Plan in whole or in part at any time upon giving written notice to all parties concerned. Complete
discontinuance of Contributions constitutes complete termination of the Plan. The Account of each Participant shall be fully (100%) vested and nonforfeitable as of the
effective date of complete termination of the Plan. The Account of each Participant who is
included in the group of Participants deemed to be affected by the partial termination of the Plan
shall be fully (100%) vested and nonforfeitable as of the effective date of the partial termination
of the Plan. The Participants Account shall continue to participate in the earnings credited,
expenses charged, and any appreciation or depreciation of the Investment Fund until his Vested
Account is distributed. A Participants Account which does not result from the Contributions listed below may be
distributed to the Participant after the effective date of the complete termination of the Plan: Elective Deferral Contributions A Participants Account resulting from such Contributions may be distributed upon complete




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termination of the Plan, but only if neither the Employer nor any Controlled Group member maintain
or establish a successor defined contribution plan (other than an employer stock ownership plan as
defined in Code Section 4975(e)(7), a simplified employee pension plan as defined in Code Section
408(k) or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is made in a
lump sum. A distribution under this article shall be a retirement benefit and shall be distributed
to the Participant according to the provisions of Article VI. The Participants entire Vested Account shall be paid in a single sum to the Participant as of
the effective date of complete termination of the Plan if (i) the requirements for distribution of
Elective Deferral Contributions in the above paragraph are met and (ii) consent of the Participant
is not required in the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit which is
immediately distributable. This is a small amounts payment. The small amounts payment is in full
settlement of all benefits otherwise payable. Upon complete termination of the Plan, no more Employees shall become Participants and no more
Contributions shall be made. The assets of this Plan shall not be paid to the Employer at any time, except that, after the
satisfaction of all liabilities under the Plan, any assets remaining may be paid to the Employer.
The payment may not be made if it would contravene any provision of law. ARTICLE IX ADMINISTRATION OF THE PLAN SECTION 9.01ADMINISTRATION. Subject to the provisions of this article, the Plan Administrator has complete control of the
administration of the Plan. The Plan Administrator has all the powers necessary for it to properly
carry out its administrative duties. Not in limitation, but in amplification of the foregoing, the
Plan Administrator has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may arise under the
Plan, including all questions relating to the eligibility of Employees to participate in the Plan
and the amount of benefit to which any Participant or Beneficiary may become entitled. The Plan
Administrators decisions upon all matters within the scope of its authority shall be final. Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator may delegate
recordkeeping and other duties which are necessary for the administration of the Plan to any person
or firm which agrees to accept such duties. The Plan Administrator shall be entitled to rely upon
all tables, valuations, certificates and reports furnished by the consultant or actuary appointed
by the Plan Administrator and upon all opinions given by any counsel selected or approved by the
Plan Administrator. The Plan Administrator shall receive all claims for benefits by Participants, former
Participants or Beneficiaries. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits under the
provisions of the Plan. The Plan Administrator may establish rules and procedures to be followed
by Claimants in filing claims for benefits,




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in furnishing and verifying proofs necessary to determine age, and in any other matters required to administer the Plan. SECTION 9.02EXPENSES. Expenses of the Plan, to the extent that the Employer does not pay such expenses, may be paid
out of the assets of the Plan provided that such payment is consistent with ERISA. Such expenses
include, but are not limited to, expenses for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Trustee or Annuity Contract; expenses for
investment education service; and direct costs that the Employer incurs with respect to the Plan. SECTION 9.03RECORDS. All acts and determinations of the Plan Administrator shall be duly recorded. All these
records, together with other documents necessary for the administration of the Plan, shall be
preserved in the Plan Administrators custody. Writing (handwriting, typing, printing), photostating, photographing, microfilming, magnetic
impulse, mechanical or electrical recording, or other forms of data compilation shall be acceptable
means of keeping records. SECTION 9.04INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary may examine copies of the Plan description,
latest annual report, any bargaining agreement, this Plan, the Annuity Contract or any other
instrument under which the Plan was established or is operated. The Plan Administrator shall
maintain all of the items listed in this section in its office, or in such other place or places as
it may designate in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or Beneficiary
receiving benefits under the Plan, the Plan Administrator shall furnish him with a copy of any of
these items. The Plan Administrator may make a reasonable charge to the requesting person for the
copy. SECTION 9.05CLAIM AND APPEAL PROCEDURES. A Claimant must submit any required forms and pertinent information when making a claim for
benefits under the Plan. If a claim for benefits under the Plan is denied, the Plan Administrator shall provide
adequate written notice to the Claimant whose claim for benefits under the Plan has been denied.
The notice must be furnished within 90 days of the date that the claim is received by the Plan
Administrator. The Claimant shall be notified in writing within this initial 90-day period if
special circumstances require an extension of time needed to process the claim and the date by
which the Plan Administrators decision is expected to be rendered. The written notice shall be
furnished no later than 180 days after the date the claim was received by the Plan Administrator. The Plan Administrators notice to the Claimant shall specify the reason for the denial;
specify references to pertinent Plan provisions on which denial is based; describe any additional
material and




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information needed for the Claimant to perfect his claim for benefits; explain why the
material and information is needed; inform the Claimant that any appeal he wishes to make must be
in writing to the Plan Administrator within 60 days after receipt of the Plan Administrators
notice of denial of benefits and that failure to make the written appeal within such 60-day period
renders the Plan Administrators determination of such denial final, binding and conclusive. If the Claimant appeals to the Plan Administrator, the Claimant (or his authorized
representative) may submit in writing whatever issues and comments the Claimant (or his authorized
representative) feels are pertinent. The Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the circumstances. The Plan
Administrator shall advise the Claimant of its decision within 60 days of his written request for
review, unless special circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant must be notified within the 60-day limit if an extension is
necessary. The Plan Administrator shall render a decision on a claim for benefits no later than
120 days after the request for review is received. SECTION 9.06DELEGATION OF AUTHORITY. All or any part of the administrative duties and responsibilities under this article may be
delegated by the Plan Administrator to a retirement committee. The duties and responsibilities of
the retirement committee shall be set out in a separate written agreement. SECTION 9.07EXERCISE OF DISCRETIONARY AUTHORITY. The Employer, Plan Administrator, and any other person or entity who has authority with
respect to the management, administration, or investment of the Plan may exercise that authority in
its/his full discretion, subject only to the duties imposed under ERISA. This discretionary
authority includes, but is not limited to, the authority to make any and all factual determinations
and interpret all terms and provisions of the Plan documents relevant to the issue under
consideration. The exercise of authority will be binding upon all persons; will be given deference
in all courts of law; and will not be overturned or set aside by any court of law unless found to
be arbitrary and capricious or made in bad faith. ARTICLE X GENERAL PROVISIONS SECTION 10.01AMENDMENTS. The Employer may amend this Plan at any time, including any remedial retroactive changes
(within the time specified by Internal Revenue Service regulations), to comply with any law or
regulation issued by any governmental agency to which the Plan is subject. An amendment may not diminish or adversely affect any accrued interest or benefit of
Participants or their Beneficiaries nor allow reversion or diversion of Plan assets to the Employer
at any time, except as may be required to comply with any law or regulation issued by any
governmental agency to which the Plan is subject.




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No amendment to this Plan shall be effective to the extent that it has the effect of
decreasing a Participants accrued benefit. However, a Participants Account may be reduced to the
extent permitted under Code Section 412(c)(8). For purposes of this paragraph, a Plan amendment
which has the effect of decreasing a Participants Account with respect to benefits attributable to
service before the amendment shall be treated as reducing an accrued benefit. Furthermore, if the
vesting schedule of the Plan is amended, in the case of an Employee who is a Participant as of the
later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employees right to his employer-derived accrued
benefit shall not be less than his percentage computed under the Plan without regard to such amendment. No amendment to the Plan shall be effective to eliminate or restrict an optional form of
benefit with respect to benefits attributable to service before the amendment except as provided in
the MERGERS AND DIRECT TRANSFERS SECTION of this article and below:  (a)
    The Plan is amended to eliminate or restrict the ability of a Participant to
receive payment of his Account balance under a particular optional form of benefit and
the amendment satisfies the condition in (1) and (2) below:  (1)
    The amendment provides a single sum distribution form that is otherwise
identical to the optional form of benefit eliminated or restricted. For purposes
of this condition (1), a single sum distribution form is otherwise identical only
if it is identical in all respects to the eliminated or restricted optional form of
benefit (or would be identical except that it provides greater rights to the
Participant) except with respect to the timing of payments after commencement.(2)
    The amendment provides that the amendment shall not apply to any
distribution with an Annuity Starting Date earlier than the earlier of:  (i)
    the 90th day after the date the Participant receiving the
distribution has been furnished a summary that reflects the amendment and
that satisfies the ERISA requirements at 29 CFR 2520.104b-3 relating to a
summary of material modifications, or(ii)
    the first day of the second Plan Year following the Plan
Year in which the amendment is adopted.  (b)
    The Plan is amended to eliminate or restrict in-kind distributions and the
conditions in Q&A 2(b)(2)(iii) in section 1.411(d)-4 of the regulations are met. If, as a result of an amendment, an Employer Contribution is removed that is not 100%
immediately vested when made, the applicable vesting schedule shall remain in effect after the date
of such amendment. The Participant shall not become immediately 100% vested in such Contributions
as a result of the elimination of such Contribution except as otherwise specifically provided in
the Plan. An amendment shall not decrease a Participants vested interest in the Plan. If an amendment
to the Plan, or a deemed amendment in the case of a change in top-heavy status of the Plan as
provided in the




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MODIFICATION OF VESTING REQUIREMENTS SECTION of Article XI, changes the computation
of the percentage used to determine that portion of a Participants Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly), each Participant
or former Participant  (c)
    who has completed at least three Years of Service on the date the election period
described below ends (five Years of Service if the Participant does not have at least one
Hour-of-Service in a Plan Year beginning after December 31, 1988) and(d)
    whose nonforfeitable percentage will be determined on any date after the date of
the change may elect, during the election period, to have the nonforfeitable percentage of his Account that
results from Employer Contributions determined without regard to the amendment. This election may
not be revoked. If after the Plan is changed, the Participants nonforfeitable percentage will at
all times be as great as it would have been if the change had not been made, no election needs to
be provided. The election period shall begin no later than the date the Plan amendment is adopted,
or deemed adopted in the case of a change in the top-heavy status of the Plan, and end no earlier
than the 60th day after the latest of the date the amendment is adopted (deemed adopted) or becomes
effective, or the date the Participant is issued written notice of the amendment (deemed amendment)
by the Employer or the Plan Administrator. SECTION 10.02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. Any part of a distribution made under the SMALL AMOUNTS SECTION of this article (or which is a
small amounts payment made under Article VIII at complete termination of the Plan) which is an
Eligible Rollover Distribution, which is equal to or more than $1,000, and for which the
Distributee has not elected to either have such distribution paid to him or to an Eligible
Retirement Plan shall be rolled over to an Individual Retirement Account (IRA) with an affiliate of
Principal Life Insurance Company. Such amounts shall be initially invested in the Principal
Investor Funds Money Market Fund. The Distributee shall have the option to change the investment
after the IRA has been established. Any part of a distribution made under the SMALL AMOUNTS SECTION of this article (or which is a
small amounts payment made under Article VIII at complete termination of the Plan) which is an
Eligible Rollover Distribution, which is less than $1,000, and for which the Distributee has not
elected to either have such distribution paid to him or to an Eligible Retirement Plan shall be
paid to the Distributee. SECTION 10.03MERGERS AND DIRECT TRANSFERS. The Plan may not be merged or consolidated with, nor have its assets or liabilities
transferred to, any other retirement plan, unless each Participant in the plan would (if the plan
then terminated) receive a benefit immediately after the merger, consolidation, or transfer which
is equal to or greater than the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation, or transfer (if this Plan had then terminated). The
Employer may enter into merger agreements or direct transfer of assets agreements with the
employers under other retirement plans which are qualifiable under Code Section




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401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan
assets, as a party to any such agreement. The Employer shall not consent to, or be a party to a
merger, consolidation, or transfer of assets with a plan which is subject to the survivor annuity
requirements of Code Section 401(a)(11) if such action would result in survivor annuity feature
being maintained under this Plan. Notwithstanding any provision of the Plan to the contrary, to the extent any optional form of
benefit under the Plan permits a distribution prior to the Employees retirement, death,
disability, or severance from employment, and prior to plan termination, the optional form of
benefit is not available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code
Section 414(l), to this Plan from a money purchase pension plan qualified under Code Section 401(a)
(other than any portion of those assets and liabilities attributable to voluntary employee contributions). The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If
the Eligible Employee is not an Active Participant when the transfer is made, the Eligible Employee
shall be deemed to be an Active Participant only for the purpose of investment and distribution of
the transferred assets. Employer Contributions shall not be made for or allocated to the Eligible
Employee, until the time he meets all of the requirements to become an Active Participant. The Plan shall hold, administer, and distribute the transferred assets as a part of the Plan.
The Plan shall maintain a separate account for the benefit of the Employee on whose behalf the Plan
accepted the transfer in order to reflect the value of the transferred assets. Unless a transfer of assets to the Plan is an elective transfer as described below, the Plan
shall apply the optional forms of benefit protections described in the AMENDMENTS SECTION of this
article to all transferred assets. A Participants protected benefits may be eliminated upon transfer between qualified defined
contribution plans if the conditions in Q&A 3(b)(1) in section 1.411(d)-4 of the regulations are
met. The transfer must meet all of the other applicable qualification requirements. A Participants protected benefits may be eliminated upon transfer between qualified plans
(both defined benefit and defined contribution) if the conditions in Q&A 3(c)(1) in section
1.411(d)-4 of the regulations are met. Beginning January 1, 2002, if the Participant is eligible
to receive an immediate distribution of his entire nonforfeitable accrued benefit in a single sum
distribution that would consist entirely of an eligible rollover distribution under Code Section
401(a)(31), such transfer will be accomplished as a direct rollover under Code Section 401(a)(31).
The rules applicable to distributions under the plan would apply to the transfer, but the transfer
would not be treated as a distribution for purposes of the minimum distribution requirements of
Code Section 401(a)(9). SECTION 10.04PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES. The obligations of an Insurer shall be governed solely by the provisions of the Annuity
Contract. The Insurer shall not be required to perform any act not provided in or contrary to the
provisions of the Annuity Contract. Each Annuity Contract when purchased shall comply with the
Plan. See the CONSTRUCTION SECTION of this article.




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Any issuer or distributor of investment contracts or securities is governed solely by the
terms of its policies, written investment contract, prospectuses, security instruments, and any
other written agreements entered into with the Trustee with regard to such investment contracts or
securities. Such Insurer, issuer or distributor is not a party to the Plan, nor bound in any way by the
Plan provisions. Such parties shall not be required to look to the terms of this Plan, nor to
determine whether the Employer, the Plan Administrator, the Trustee, or the Named Fiduciary have
the authority to act in any particular manner or to make any contract or agreement. Until notice of any amendment or termination of this Plan or a change in Trustee has been
received by the Insurer at its home office or an issuer or distributor at their principal address,
they are and shall be fully protected in assuming that the Plan has not been amended or terminated
and in dealing with any party acting as Trustee according to the latest information which they have received at their home office or
principal address. SECTION 10.05EMPLOYMENT STATUS. Nothing contained in this Plan gives an Employee the right to be retained in the Employers
employ or to interfere with the Employers right to discharge any Employee. SECTION 10.06RIGHTS TO PLAN ASSETS. An Employee shall not have any right to or interest in any assets of the Plan upon termination
of employment or otherwise except as specifically provided under this Plan, and then only to the
extent of the benefits payable to such Employee according to the Plan provisions. Any final payment or distribution to a Participant or his legal representative or to any
Beneficiaries of such Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and
the Employer arising under or by virtue of the Plan. SECTION 10.07BENEFICIARY. Each Participant may name a Beneficiary to receive any death benefit that may arise out of his
participation in the Plan. The Participant may change his Beneficiary from time to time. Unless a
qualified election has been made, for purposes of distributing any death benefits before the
Participants Retirement Date, the Beneficiary of a Participant who has a spouse shall be the
Participants spouse. The Participants Beneficiary designation and any change of Beneficiary
shall be subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the
responsibility of the Participant to give written notice to the Insurer of the name of the
Beneficiary on a form furnished for that purpose. With the Employers consent, the Plan Administrator may maintain records of Beneficiary
designations for Participants before their Retirement Dates. In that event, the written
designations made by Participants shall be filed with the Plan Administrator. If a Participant
dies before his Retirement Date, the Plan Administrator shall certify to the Insurer the
Beneficiary designation on its records for the Participant. If there is no Beneficiary designation form on file, or if the designated Beneficiary
predeceases the




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Participant, any death benefits under the Plan payable to the Beneficiary will be
distributed in the following order of priority:  (a)
    to the surviving spouse; or, if none(b)
    to the surviving issue (per stirpes and not per capita); or, if none(c)
    to the surviving parents equally, or, if one is deceased, to the survivor of
them; or, if none(d)
    to the estate of the Participant. SECTION 10.08NONALIENATION OF BENEFITS. Benefits payable under the Plan are not subject to the claims of any creditor of any
Participant, Beneficiary or spouse. A Participant, Beneficiary or spouse does not have any rights
to alienate, anticipate, commute, pledge, encumber, or assign any of such benefits, except in the
case of a loan as provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding
sentences shall also apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985. The preceding
sentences shall not apply to any offset of a Participants benefits provided under the Plan against
an amount the Participant is required to pay the Plan with respect to a judgement, order, or decree
issued, or a settlement entered into, on or after August 5, 1997, which meets the requirements of
Code Sections 401(a)(13)(C) or (D). SECTION 10.09CONSTRUCTION. The validity of the Plan or any of its provisions is determined under and construed according
to Federal law and, to the extent permissible, according to the laws of the state in which the
Employer has its principal office. In case any provision of this Plan is held illegal or invalid
for any reason, such determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had never been
included. In the event of any conflict between the provisions of the Plan and the terms of any Annuity
Contract issued hereunder, the provisions of the Plan control. SECTION 10.10LEGAL ACTIONS. No person employed by the Employer; no Participant, former Participant, or their
Beneficiaries; nor any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or proceeding shall be
binding and conclusive on all persons having or claiming to have an interest in the Plan. SECTION 10.11SMALL AMOUNTS. If consent of the Participant is not required for a benefit which is immediately distributable
in the ELECTION PROCEDURES SECTION of Article VI, a Participants entire Vested Account shall be
paid in




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a single sum as of the earliest of his Retirement Date, the date he dies, or the date he
ceases to be an Employee for any other reason (the date the Employer provides notice to the record
keeper of the Plan of such event, if later). For purposes of this section, if the Participants
Vested Account is zero, the Participant shall be deemed to have received a distribution of such
Vested Account. If a Participant would have received a distribution under the first sentence of
this paragraph but for the fact that the Participants consent was needed to distribute a benefit
which is immediately distributable, and if at a later time consent would not be needed to
distribute a benefit which is immediately distributable and such Participant has not again become
an Employee, such Vested Account shall be paid in a single sum. This is a small amounts payment. If a small amounts payment is made as of the date the Participant dies, the small amounts
payment shall be made to the Participants Beneficiary. If a small amounts payment is made while
the Participant is living, the small amounts payment shall be made to the Participant. The small
amounts payment is in full settlement of benefits otherwise payable. No other small amounts payments shall be made. SECTION 10.12WORD USAGE. The masculine gender, where used in this Plan, shall include the feminine gender and the
singular words, as used in this Plan, may include the plural, unless the context indicates
otherwise. The words in writing and written, where used in this Plan, shall include any other forms,
such as voice response or other electronic system, as permitted by any governmental agency to which
the Plan is subject. SECTION 10.13CHANGE IN SERVICE METHOD.  (a)
    Change of Service Method Under This Plan. If this Plan is amended to
change the method of crediting service from the elapsed time method to the hours method
for any purpose under this Plan, the Employees service shall be equal to the sum of (1),
(2), and (3) below: (1) The number of whole years of service credited to the Employee under the Plan as of
the date the change is effective. (2) One year of service for the applicable computation period in which the change is
effective if he is credited with the required number of Hours-of-Service. If the
Employer does not have sufficient records to determine the Employees actual
Hours-of-Service in that part of the service period before the effective date of the
change, the Hours-of-Service shall be determined using an equivalency. For any month in
which he would be required to be credited with one Hour-of-Service, the Employee shall
be deemed for purposes of this section to be credited with 190 Hours-of-Service. (3) The Employees service determined under this Plan using the hours method after the
end of the computation period in which the change in service method was effective. If this Plan is amended to change the method of crediting service from the hours method
to the




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elapsed time method for any purpose under this Plan, the Employees service shall
be equal to the sum of (4), (5), and (6) below: (4) The number of whole years of service credited to the Employee under the Plan as of
the beginning of the computation period in which the change in service method is
effective. (5) the greater of (i) the service that would be credited to the Employee for that
entire computation period using the elapsed time method or (ii) the service credited to
him under the Plan as of the date the change is effective. (6) The Employees service determined under this Plan using the elapsed time method
after the end of the applicable computation period in which the change in service method
was effective.  (b)
    Transfers Between Plans with Different Service Methods. If an Employee has
been a participant in another plan of the Employer which credited service under the elapsed
time method for any purpose which under this Plan is determined using the hours method,
then the Employees service shall be equal to the sum of (1), (2), and (3) below: (1) The number of whole years of service credited to the Employee under the plan as of
the date he became an Eligible Employee under this Plan. (2) One year of service for the applicable computation period in which he became an
Eligible Employee if he is credited with the required number of Hours-of-Service. If
the Employer does not have sufficient records to determine the Employees actual
Hours-of-Service in that part of the service period before the date he became an
Eligible Employee, the Hours-of-Service shall be determined using an equivalency. For
any month in which he would be required to be credited with one Hour-of-Service, the
Employee shall be deemed for purposes of this section to be credited with 190
Hours-of-Service. (3) The Employees service determined under this Plan using the hours method after the
end of the computation period in which he became an Eligible Employee. If an Employee has been a participant in another plan of the Employer which credited
service under the hours method for any purpose which under this Plan is determined using
the elapsed time method, then the Employees service shall be equal to the sum of (4),
(5), and (6) below: (4) The number of whole years of service credited to the Employee under the other plan
as of the beginning of the computation period under that plan in which he became an
Eligible Employee under this Plan. (5) The greater of (i) the service that would be credited to the Employee for that
entire computation period using the elapsed time method or (ii) the service credited to
him under the other plan as of the date he became an Eligible Employee under this Plan. (6) The Employees service determined under this Plan using the elapsed time method
after the end of the applicable computation period under the other plan in which he
became an Eligible Employee.




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If an Employee has been a participant in a Controlled Group members plan which credited
service under a different method than is used in this Plan, in order to determine entry and
vesting, the provisions in (b) above shall apply as though the Controlled Group members plan were
a plan of the Employer. Any modification of service contained in this Plan shall be applicable to the service
determined pursuant to this section. SECTION 10.14MILITARY SERVICE. Notwithstanding any provision of this Plan to the contrary, the Plan shall provide
contributions, benefits, and service credit with respect to qualified military service in
accordance with Code Section 414(u). Loan repayments shall be suspended under this Plan as
permitted under Code Section 414(u). ARTICLE XI TOP-HEAVY PLAN REQUIREMENTS SECTION 11.01APPLICATION. The provisions of this article shall supersede all other provisions in the Plan to the
contrary. For the purpose of applying the Top-heavy Plan requirements of this article, all members of
the Controlled Group shall be treated as one Employer. The term Employer, as used in this article,
shall be deemed to include all members of the Controlled Group, unless the term as used clearly
indicates only the Employer is meant. The accrued benefit or account of a participant which results from deductible employee
contributions shall not be included for any purpose under this article. The minimum vesting and contribution provisions of the MODIFICATION OF VESTING REQUIREMENTS
and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article shall not apply to any Employee who is
included in a group of Employees covered by a collective bargaining agreement which the Secretary
of Labor finds to be a collective bargaining agreement between employee representatives and one or
more employers, including the Employer, if there is evidence that retirement benefits were the
subject of good faith bargaining between such representatives. For this purpose, the term
employee representatives does not include any organization more than half of whose members are
employees who are owners, officers, or executives. SECTION 11.02DEFINITIONS. For purposes of this article the following terms are defined: Aggregation Groupmeans:  (a)
    each of the Employers qualified plans in which a Key Employee is a participant
during the Plan




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Year containing the Determination Date (regardless of whether the plan
was terminated) or one of the four preceding Plan Years,(b)
    each of the Employers other qualified plans which allows the plan(s) described in
(a) above to meet the nondiscrimination requirement of Code Section 401(a)(4) or the
minimum coverage requirement of Code Section 410, and(c)
    any of the Employers other qualified plans not included in (a) or (b) above which
the Employer desires to include as part of the Aggregation Group. Such a qualified plan
shall be included only if the Aggregation Group would continue to satisfy the
requirements of Code Section 401(a)(4) and Code Section 410. The plans in (a) and (b) above constitute the required Aggregation Group. The plans in (a),
(b), and (c) above constitute the permissive Aggregation Group. Compensationmeans compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article
III. For purposes of determining who is a Key Employee in years beginning before January 1, 1998, Compensation shall include, in addition to compensation as defined in the CONTRIBUTION LIMITATION
SECTION of Article III, elective contributions. Elective contributions are amounts excludible from
the gross income of the Employee under Code Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b), and
contributed by the Employer, at the Employees election, to a Code Section 401(k) arrangement, a
simplified employee pension, cafeteria plan, or tax-sheltered annuity. Elective contributions also
include amounts deferred under a Code Section 457 plan maintained by the Employer. Determination Datemeans as to any plan, for any plan year subsequent to the first plan year,
the last day of the preceding plan year. For the first plan year of the plan, the last day of that
year. Key Employeemeans any Employee or former Employee (and the Beneficiaries of such Employee)
who at any time during the determination period was:  (a)
    an officer of the Employer if such individuals annual Compensation exceeds 50
percent of the dollar limitation under Code Section 415(b)(1)(A),(b)
    an owner (or considered an owner under Code Section 318) of one of the ten largest
interests in the Employer if such individuals annual Compensation exceeds 100 percent of
the dollar limitation under Code Section 415(c)(1)(A),(c)
    a 5-percent owner of the Employer, or(d)
    a 1-percent owner of the Employer who has annual Compensation of more than
$150,000. The determination period is the Plan Year containing the Determination Date and the four
preceding Plan Years. The determination of who is a Key Employee shall be made according to Code Section 416(i)(1)
and the regulations thereunder.




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Non-key Employeemeans any Employee who is not a Key Employee. Present Valuemeans the present value of a participants accrued benefit under a defined
benefit plan. For purposes of establishing Present Value to compute the Top-heavy Ratio, any
benefit shall be discounted only for 7.5% interest and mortality according to the 1971 Group
Annuity Table (Male) without the 7% margin but with projection by Scale E from 1971 to the later of
(a) 1974, or (b) the year determined by adding the age to 1920, and wherein for females the male
age six years younger is used. Top-heavy Planmeans a plan which is top-heavy for any plan year beginning after December 31,
1983. This Plan shall be top-heavy if any of the following conditions exist:  (a)
    The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not part of
any required Aggregation Group or permissive Aggregation Group.(b)
    This Plan is a part of a required Aggregation Group, but not part of a permissive
Aggregation Group, and the Top-heavy Ratio for the required Aggregation Group exceeds 60
percent.(c)
    This Plan is a part of a required Aggregation Group and part of a permissive
Aggregation Group and the Top-heavy Ratio for the permissive Aggregation Group exceeds 60
percent. Top-heavy Ratiomeans:  (a)
    If the Employer maintains one or more defined contribution plans (including any
simplified employee pension plan) and the Employer has not maintained any defined benefit
plan which during the five-year period ending on the Determination Date(s) has or has had
accrued benefits, the Top-heavy Ratio for this Plan alone or for the required or
permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is
the sum of the account balances of all Key Employees as of the Determination Date(s)
(including any part of any account balance distributed in the five-year period ending on
the Determination Date(s)), and the denominator of which is the sum of all account
balances (including any part of any account balance distributed in the five-year period
ending on the Distribution Date(s)), both computed in accordance with Code Section 416
and the regulations thereunder. Both the numerator and denominator of the Top-heavy
Ratio are increased to reflect any contribution not actually made as of the Determination
Date, but which is required to be taken into account on that date under Code Section 416
and the regulations thereunder.(b)
    If the Employer maintains one or more defined contribution plans (including any
simplified employee pension plan) and the Employer maintains or has maintained one or
more defined benefit plans which during the five-year period ending on the Determination
Date(s) has or has had accrued benefits, the Top-heavy Ratio for any required or
permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is
the sum of the account balances under the aggregated defined contribution plan or plans
of all Key Employees determined in accordance with (a) above, and the Present Value of
accrued benefits under the aggregated defined benefit plan or plans for all Key Employees
as of the Determination Date(s), and the denominator of which is the sum of the account
balances under the aggregated defined contribution plan or plans for all participants,
determined in accordance with (a) above, and the Present Value of accrued benefits under
the defined benefit plan or plans for all participants as of the Determination Date(s),
all determined in accordance with Code Section 416 and the regulations




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thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of
the Top-heavy Ratio are increased for any distribution of an accrued benefit made in the
five-year period ending on the Determination Date.  (c)
    For purposes of (a) and (b) above, the value of account balances and the Present
Value of accrued benefits will be determined as of the most recent Valuation Date that
falls within or ends with the 12-month period ending on the Determination Date, except as
provided in Code Section 416 and the regulations thereunder for the first and second plan
years of a defined benefit plan. The account balances and accrued benefits of a
participant (i) who is not a Key Employee but who was a Key Employee in a prior year or
(ii) who has not been credited with at least an hour of service with any employer
maintaining the plan at any time during the five-year period ending on the Determination
Date will be disregarded. The calculation of the Top-heavy Ratio and the extent to which
distributions, rollovers, and transfers are taken into account will be made in accordance
with Code Section 416 and the regulations thereunder. Deductible employee contributions
will not be taken into account for purposes of computing the Top-heavy Ratio. When
aggregating plans, the value of account balances and accrued benefits will be calculated
with reference to the Determination Dates that fall within the same calendar year.
The accrued benefit of a participant other than a Key Employee shall be determined under
(i) the method, if any, that uniformly applies for accrual purposes under all defined
benefit plans maintained by the Employer, or (ii) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under the fractional
rule of Code Section 411(b)(1)(C). SECTION 11.03MODIFICATION OF VESTING REQUIREMENTS. If a Participants Vesting Percentage determined under Article I is not at least as great as
his Vesting Percentage would be if it were determined under a schedule permitted in Code Section
416, the following shall apply. During any Plan Year in which the Plan is a Top-heavy Plan, the
Participants Vesting Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below. VESTING SERVICE
    
    NONFORFEITABLE(whole years)
    
    PERCENTAGE.Less than 3
    
    03 or more
    
    100
 The schedule above shall not apply to Participants who are not credited with an
Hour-of-Service after the Plan first becomes a Top-heavy Plan. The Vesting Percentage determined
above applies to the portion of the Participants Account which is multiplied by a Vesting
Percentage to determine his Vested Account, including benefits accrued before the effective date of
Code Section 416 and benefits accrued before this Plan became a Top-heavy Plan. If, in a later Plan Year, this Plan is not a Top-heavy Plan, a Participants Vesting
Percentage shall be determined under Article I. A Participants Vesting Percentage determined
under either Article I or the schedule above shall never be reduced and the election procedures of
the AMENDMENTS SECTION of Article X shall apply when changing to or from the schedule as though the
automatic change were the result of an amendment.




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The part of the Participants Vested Account resulting from the minimum contributions required
pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of this article (to the extent required to be
nonforfeitable under Code Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B) or
(D). SECTION 11.04MODIFICATION OF CONTRIBUTIONS. During any Plan Year in which this Plan is a Top-heavy Plan, the Employer shall make a minimum
contribution as of the last day of the Plan Year for each Non-key Employee who is an Employee on
the last day of the Plan Year and who was an Active Participant at any time during the Plan Year.
A Non-key Employee is not required to have a minimum number of Hours-of-Service or minimum amount
of Compensation in order to be entitled to this minimum. A Non-key Employee who fails to be an
Active Participant merely because his Compensation is less than a stated amount or merely because
of a failure to make mandatory participant contributions or, in the case of a cash or deferred
arrangement, elective contributions shall be treated as if he were an Active Participant. The
minimum is the lesser of (a) or (b) below:  (a)
    3 percent of such persons Compensation for such Plan Year.(b)
    The highest percentage of Compensation for such Plan Year at which the Employers
contributions are made for or allocated to any Key Employee. The highest percentage
shall be determined by dividing the Employer Contributions made for or allocated to each
Key Employee during the Plan Year by the amount of his Compensation for such Plan Year,
and selecting the greatest quotient (expressed as a percentage). To determine the
highest percentage, all of the Employers defined contribution plans within the
Aggregation Group shall be treated as one plan. The minimum shall be the amount in (a)
above if this Plan and a defined benefit plan of the Employer are required to be included
in the Aggregation Group and this Plan enables the defined benefit plan to meet the
requirements of Code Section 401(a)(4) or 410. For purposes of (a) and (b) above, Compensation shall be limited by Code Section 401(a)(17). If the Employers contributions and allocations otherwise required under the defined
contribution plan(s) are at least equal to the minimum above, no additional contribution shall be
required. If the Employers total contributions and allocations are less than the minimum above,
the Employer shall contribute the difference for the Plan Year. The minimum contribution applies to all of the Employers defined contribution plans in the
aggregate which are Top-heavy Plans. A minimum contribution under a profit sharing plan shall be
made without regard to whether or not the Employer has profits. If a person who is otherwise entitled to a minimum contribution above is also covered under
another defined contribution plan of the Employers which is a Top-heavy Plan during that same Plan
Year, any additional contribution required to meet the minimum above shall be provided in this
plan. If a person who is otherwise entitled to a minimum contribution above is also covered under a
defined benefit plan of the Employers which is a Top-heavy Plan during that same Plan Year, the
minimum benefits for him shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or




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adjusted to, a straight life basis equal to the lesser of:  (c)
    2 percent of his average compensation multiplied by his years of service, or(d)
    20 percent of his average compensation. Average compensation and years of service shall have the meaning set forth in such defined benefit
plan for this purpose. The Employers profit sharing plan shall provide a minimum contribution of
5 percent of such Participants Compensation for the Plan Year. For purposes of this section, any employer contribution made according to a salary reduction
or similar arrangement and employer contributions which are matching contributions, as defined in
Code Section 401(m), shall not apply in determining if the minimum contribution requirement has
been met, but shall apply in determining the minimum contribution required. The requirements of this section shall be met without regard to any Social Security
contribution. By executing this Plan, the Primary Employer acknowledges having counseled to the extent
necessary with selected legal and tax advisors regarding the Plans legal and tax implications. Executed this 31 day of December
      , 2003 OSHKOSH BGOSH, INC.By: /S/ DAVID L. OMACHINSKIExec VP, COO, CFO & TreasurerTitleDefined Contribution Plan 8.0
 The Adopting Employer must agree to participate in or adopt the Plan in writing. If this has
not already been done, it may be done by signing below. OSHKOSH BGOSH, INC.By: /S/ DAVID L. OMACHINSKIExec VP, COO, CFO & TreasurerTitle12-31-03Date




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OSHKOSH BGOSH, RETAIL, INC.By: /S/ DAVID L. OMACHINSKIExec VP, COO, CFO & TreasurerTitle12-31-03DateOBG PRODUCT DEVELOPMENT AND SALES, INC.By: /S/ DAVID L. OMACHINSKIExec VP, COO, CFO & TreasurerTitle12-31-03DateOBG DISTRIBUTION COMPANY, LLCBy: /S/ DAVID L. OMACHINSKIExec VP, COO, CFO & TreasurerTitle12-31-03DateOBG MANUFACTURING COMPANYBy: /S/ DAVID L. OMACHINSKIExec VP, COO, CFO & TreasurerTitle12-31-03Date
 MODEL AMENDMENT TO COMPLY WITH THE 401(a)(9) FINAL AND TEMPORARY REGULATIONS Plan Name OSHKOSH BGOSH, INC. 401(k) PLAN The Plan named above gives the Employer the right to amend it at any time. According to that
right, the Plan is amended by adopting the model amendment set forth below. The plans existing minimum distribution provisions are superseded to the extent they are
inconsistent with




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the provisions of this model amendment, but those provisions that are not
inconsistent (such as the plans definition of required beginning date) shall be retained. The
plans minimum distribution provisions are amended as follows: ARTICLE VII. MINIMUM DISTRIBUTION REQUIREMENTS. Section 1. General Rules  1.1.
    Effective Date. The provisions of this article will apply for purposes of determining
required minimum distributions for calendar years beginning with the 2003 calendar year.1.2.
    Coordination with Minimum Distribution Requirements Previously in Effect. This amendment is
not effective until calendar years beginning with the 2003 calendar year, therefore, no
coordination is required.1.3.
    Precedence. The requirements of this article will take precedence over any inconsistent
provisions of the plan.1.4.
    Requirements of Treasury Regulations Incorporated. All distributions required under this
article will be determined and made in accordance with the Treasury regulations under section
401(a)(9) of the Internal Revenue Code.1.5.
    TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this article,
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. Section 2. Time and Manner of Distribution.  2.1.
    Required Beginning Date. The participants entire interest will be distributed, or begin to
be distributed, to the participant no later than the participants required beginning date.2.2.
    Death of Participant Before Distributions Begin. If the participant dies before distributions
begin, the participants entire interest will be distributed, or begin to be distributed, no
later than as follows:  (a)
    If the participants surviving spouse is the participants sole designated
beneficiary, then distributions to the surviving spouse will begin by December 31 of the
calendar year immediately following the calendar year in which the participant died, or
by December 31 of the calendar year in which the participant would have attained age 70
1/2 if later, except to the extent that an election is made to receive distributions in
accordance with the 5-year rule. Under the 5-year rule, the participants entire
interest will be distributed to the designated beneficiary by December 31 of the calendar
year containing the fifth anniversary of the participants death.(b)
    If the participants surviving spouse is not the participants sole designated
beneficiary, then distributions to the designated beneficiary will begin by December 31
of the calendar year immediately following the calendar year in which the participant
died, except to the extent that an election is made to receive distributions in
accordance with the 5-year rule. Under the 5-year rule,




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the participants entire interest will be distributed to the designated beneficiary by December 31 of the calendar
year containing the fifth anniversary of the participants death.(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 will 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 2.2, other than section 2.2(a), will apply as
if the surviving spouse were the participant. For purposes of this section 2.2 and section 4, unless section 2.2(d) applies, distributions
are considered to begin on the participants required beginning date. If section 2.2(d)
applies, distributions are considered to begin on the date distributions are required to begin
to the surviving spouse under section 2.2(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 2.2(a)), the date
distributions are considered to begin is the date distributions actually commence.  2.3.
    Forms of Distribution. Unless the participants interest is distributed in the form of an
annuity purchased from an insurance company or in a single sum on or before the required beginning
date, as of the first distribution calendar year distributions will be made in accordance with
sections 3 and 4 of this article. If the participants interest is distributed in the form of
an annuity purchased from an insurance company, distributions thereunder will be made in
accordance with the requirements of section 401(a)(9) of the Code and the Treasury
regulations. Section 3. Required Minimum Distributions During Participants Lifetime.  3.1.
    Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the
participants lifetime, the minimum amount that will be distributed for each distribution
calendar year is the lesser of:  (a)
    the quotient obtained by dividing the participants account balance by thedistribution 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.  3.2.
    Lifetime Required Minimum Distributions Continue Through Year of Participants Death.
Required minimum distributions will be determined under this section 3 beginning with the
first distribution calendar year and up to and including the distribution calendar year that
includes the participants date




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of death. Section 4. Required Minimum Distributions After Participants Death.  4.1.
    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 will be distributed for each distribution calendar year after the year of the
participants death is the quotient obtained by dividing the participants account
balance by the longer of the remaining life expectancy of the participant or the
remaining life expectancy of the participants designated beneficiary, determined as
follows:  (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.  (b)
    No Designated Beneficiary. If the participant dies on or after the date
distributions begin and there is no designated beneficiary as of September 30 of the year
after the year of the participants death, the minimum amount that will be distributed
for each distribution calendar year after the year of the participants death is the
quotient obtained by dividing the participants account balance by the participants
remaining life expectancy calculated using the age of the participant in the year of
death, reduced by one for each subsequent year. 4.2. Death Before Date Distributions Begin.  (a)
    Participant Survived by Designated Beneficiary. If the participant dies before the
date distributions begin and there is a designated beneficiary, the minimum amount that
will be distributed for each distribution calendar year after the year of the
participants death is the quotient obtained by dividing the participants account
balance by the remaining life expectancy of the participants designated beneficiary,
determined as provided in section 4.1, except to the extent that an election is made to
receive distributions in accordance with the 5-year rule. Under the 5-year rule, the
participants entire interest will be distributed to the designated beneficiary by
December 31 of the calendar year containing the fifth anniversary of the participants
death.




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(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 will
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 the distributions are required to begin to the surviving spouse under
section 2.2(a), this section 4.2 will apply as if the surviving spouse were the
participant. Section 5. Definitions.  5.1.
    Designated Beneficiary. The individual who is designated as the beneficiary under the
BENEFICIARY SECTION of Article X of the plan and is the designated beneficiary under section
401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury
regulations.5.2.
    Distribution Calendar Year. A calendar year for which a minimum distribution is required.
For distributions beginning before the participants death, the first distribution calendar
year is the calendar year immediately preceding the calendar year which contains the
participants required beginning date. For distributions beginning after the participants
death, the first distribution calendar year is the calendar year in which distributions are
required to begin under section 2.2. The required minimum distribution for the participants
first distribution calendar year will be made on or before the
participants required beginning date. The required minimum distribution for other
distribution calendar years, including the required minimum distribution for the distribution
year in which the participants required beginning date occurs, will be made on or before
December 31 of that distribution calendar year.5.3.
    Life Expectancy. Life expectancy as computed by use of the Single Life Table in section
1.401(a)(9)-9 of the Treasury regulations.5.4.
    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.5.5.
    Required Beginning Date. The date specified in the DEFINITIONS SECTION of Article VII of the
plan. Section 6. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule. Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the
life expectancy rule in sections 2.2 and 4.2 of Article VII of the plan applies to
distributions after the death




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of a participant who has a designated beneficiary. The election
must be made no later than the earlier of September 30 of the calendar year in which
distribution would be required to begin under section 2.2 of Article VII of the plan, or by
September 30 of the calendar year which contains the fifth anniversary of the participants
(or, if applicable, surviving spouses) death. If neither the participant nor beneficiary
makes an election under this paragraph, distributions will be made in accordance with the life
expectancy rule under sections 2.2 and 4.2 of Article VII of the plan. Section 7. Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to
Elect Life Expectancy Distributions. A designated beneficiary who is receiving payments under the 5-year rule may make a new
election to receive payments under the life expectancy rule until December 31, 2003, provided
that all amounts that would have been required to be distributed under the life expectancy
rule for all distribution calendar years before 2004 are distributed by the earlier of
December 31, 2003 or the end of the 5-year period. This amendment is made an integral part of the aforesaid Plan and is controlling over the terms of
said Plan with respect to the particular items addressed expressly therein. All other provisions
of the Plan remain unchanged and controlling. Unless otherwise stated on any page of this amendment, eligibility for benefits and the amount of
any benefits payable to or on behalf of an individual who is an inactive participant on the
effective date(s) stated above, shall be determined according to the provisions of the aforesaid
Plan as in effect on the day before he became an inactive participant. Signing this amendment, the Employer, as plan sponsor, has made the decision to adopt this plan
amendment. The Employer is acting in reliance on its own discretion and on the legal and tax advice
of its own advisors, and not that of any member of the Principal Financial Group or any
representative of a member company of the Principal Financial Group. For the Employer,By: /S/ PAUL CHRISTENSENVice President Human ResourcesBusiness TitleFebruary 11, 2004Date(4-49731)-1
 GOOD FAITH COMPLIANCE AMENDMENT FOR THE




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ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA) This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001 (EGTRRA). This amendment is intended as good faith compliance
with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance
issued thereunder. Except as otherwise provided, this amendment shall be effective as of the first
day of the first Plan Year beginning after December 31, 2001. This amendment shall continue to
apply to the Plan, including the Plan as later amended, until such provisions are integrated into
the Plan or the good faith compliance EGTRRA amendment provisions are specifically amended. This amendment shall supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this amendment. OSHKOSH B GOSH, INC. 401(k) PLAN The Plan named above gives the Employer the right to amend it at any time. According to that
right, the Plan is amended as follows: INCREASE IN COMPENSATION LIMIT For Plan Years beginning on and after January 1, 2002, the annual Compensation of each Participant
taken into account for determining all benefits provided under the Plan for any determination
period shall not exceed $200,000, as adjusted for increases in the cost-of-living in accordance
with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year
applies to any determination period beginning in such calendar year. If Compensation for any prior determination period is taken into account in determining a
Participants contributions or benefits for the current Plan Year, the Compensation for such prior
determination period is subject to the applicable annual compensation limit in effect for that
determination period. For this purpose, in determining contributions or benefits in Plan Years
beginning on or after January 1, 2002, the annual Compensation limit in effect for determination
periods beginning before that date is $200,000. LIMITATIONS ON CONTRIBUTIONS Effective date.This section shall be effective for Limitation Years beginning after December 31,
2001. Maximum Annual Addition.Except to the extent permitted in the Catch-up Contributions section of
this amendment that provides for catch-up contributions under EGTRRA section 631 and Code Section
414(v), 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: $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or 100 percent of the Participants Compensation, for the Limitation Year. The compensation limitation referred to in (b) shall not apply to any contribution for medical
benefits after separation from service (within the meaning of Code Section 401(h) or 419A(f)(2))
which is




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otherwise treated as an Annual Addition. ELECTIVE DEFERRALS  CONTRIBUTION LIMITATION No Participant shall be permitted to have Elective Deferral Contributions, as defined in the EXCESS
AMOUNTS Section, 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 Code Section 402(g) in
effect for such taxable year, except to the extent permitted in the Catch-up Contributions section
of this amendment that provides for catch-up contributions under EGTRRA section 631 and Code
Section 414(v), if applicable. CATCH-UP CONTRIBUTIONS Effective Date.This section shall apply to Contributions received after December 31, 2001. Catch-up Contributions.All employees who are eligible to make Elective Deferral Contributions
under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to
make catch-up contributions in accordance with, and subject to the limitations of, Code Section
414(v), unless otherwise specified below. Such catch-up contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the required limitations of Code
Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or
416, as applicable, by reason of the making of such catch-up contributions. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS Effective date.This section shall apply to distributions made after December 31, 2001. The
provisions of
the second modification of this section shall not apply if the Plan does not provide for hardship
distributions. The provisions of the third modification of this section shall not apply if the
Plan does not have after-tax employee contributions. Modification of definition of Eligible Retirement Plan.For purposes of the DIRECT ROLLOVER
Section, an Eligible Retirement Plan shall also mean an annuity contract described in Code Section
403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political subdivision of a
state and which agrees to separately account for amounts transferred into such plan from this Plan.
The definition of Eligible Retirement Plan 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 relations order, as defined in Code Section 414(p). Modification of definition of Eligible Rollover Distribution to exclude hardship distributions.
For purposes of the DIRECT ROLLOVER Section, any 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. Modification of definition of Eligible Rollover Distribution to include after-tax employee
contributions.For purposes of the DIRECT ROLLOVER Section, a portion of a distribution shall not
fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax
employee




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contributions which are not includible in gross income. However, such portion may be
transferred only to an individual retirement account or individual retirement annuity described in
Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section
401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately
accounting for the portion of such distribution which is includible in gross income and the portion
of such distribution which is not so includible. ROLLOVERS FROM OTHER PLANS The Plan will accept Participant Rollover Contributions and/or direct rollovers of distributions
made after December 31, 2001 from the types of plans specified below beginning January 1, 2002.
The Plan will accept all of the following sources of rollovers, unless otherwise specified in (a)
below. Direct Rollovers The Plan will accept a direct rollover of an Eligible Rollover Distribution from: a qualified plan described in Code Section 401(a) or 403(a), including after-tax employee
contributions. an annuity contract described in Code Section 403(b), excluding after-tax employee
contributions. an eligible plan under Code Section 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political subdivision of
a state. Participant Rollover Contributions from Other Plans The Plan will accept a Participant contribution of an Eligible Rollover Distribution from: a qualified plan described in Code Section 401(a) or 403(a). an annuity contract described in Code Section 403(b). an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a
          state, or any agency or instrumentality of a state or political subdivision of a state. Participant Rollover Contributions from IRAs The Plan will accept a Participant Rollover Contribution of the portion of a distribution from
an individual retirement account or individual retirement annuity described in Code Section
408(a) or (b) that is eligible to be rolled over and would otherwise be includible in gross
income. The Plan will accept Participant Rollover Contributions and/or direct rollovers of distributions
made after December 31, 2001 from the types of plans specified below beginning January 1, 2002.
(Select any that apply.) Direct Rollovers The Plan will accept a direct rollover of an Eligible Rollover Distribution from: a qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee
contributions. (Cannot select if (i) is selected.) an annuity contract described in Code Section 403(b), excluding after-tax employee
contributions.




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REPEAL OF MULTIPLE USE TEST The multiple use test described in Treasury Regulation section 1.401(m)-2 and the EXCESS AMOUNTS
Section shall not apply for Plan Years beginning after December 31, 2001. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT Effective date.This section shall apply for distributions due to severance from employment
occurring after December 31, 2001 and distributions that are processed after December 31, 2001
regardless of when the severance from employment occurred. New distributable event  Distribution Upon Severance From Employment.A Participants Elective
Deferral Contributions, Qualified Nonelective Contributions, if any, Qualified Matching
Contributions, if any, and earnings attributable to these Contributions shall be distributed on
account of the Participants severance from employment. However, such a distribution shall be
subject to the other provisions of the Plan regarding distributions, other than provisions that
require a separation from service before such amounts may be distributed. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION The suspension period following a hardship distribution will be decreased, unless otherwise
specified in (a) below. A Participant who receives a distribution of elective deferrals after
December 31, 2001, on account of hardship shall be prohibited from making elective deferrals and
participant contributions under this and all other plans of the Employer for six months after
receipt of the distribution. A Participant who receives a distribution of elective deferrals in
calendar year 2001 on account of hardship shall be prohibited from making elective deferrals and
participant contributions under this and all other plans of the Employer for six months after
receipt of the distribution or until January 1, 2002, if later. MODIFICATION OF TOP-HEAVY RULES Effective date.This section shall apply for purposes of determining whether the Plan is a
Top-heavy Plan for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the
minimum benefits requirements of Code Section 416(c) for such years. This section amends the
Top-heavy Plan Requirements Article of the Plan. Determination of top-heavy status. Key Employeemeans any Employee or former Employee (and the Beneficiaries of such Employee) who at
any time during the determination period was:  a)
    an officer of the Employer if such individuals annual Compensation is more than $130,000 (as
adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002),b)
    a 5-percent owner of the Employer, orc)
    a 1-percent owner of the Employer who has annual Compensation of more than $150,000.




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The determination period is the Plan Year containing the Determination Date. The determination of who is a Key Employee shall be made according to Code Section 416(i)(1) and
the applicable regulations and other guidance of general applicability issued thereunder. Determination of present values and amounts.This section shall apply for purposes of determining
the present values of accrued benefits and the amounts of account balances of Employees as of the
Determination Date. Distributions during year ending on the Determination Date.The present values of accrued benefits
and the amounts of account balances of an Employee as of the Determination Date shall be increased
by the distributions made with respect to the Employee under the Plan and any plan aggregated with
the Plan under Code Section 416(g)(2) during the one-year period ending on the Determination Date.
The preceding sentence shall also apply to distributions under a terminated plan which, had it not
been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In
the case of a distribution made for a reason other than separation from service, death, or
disability, this provision shall be applied by substituting five-year period for one-year
period. Employees not performing services during year ending on the Determination Date.The accrued
benefits and accounts of any individual who has not performed services for the Employer during the
one-year period ending on the Determination Date shall not be taken into account. Minimum benefits. Matching contributions.Employer matching contributions shall be taken into account for purposes
of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. The
preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the
Plan provides that the minimum contribution requirement shall be met in another plan, such other
plan. Employer matching contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of the actual contribution
percentage test and other requirements of Code Section 401(m). Contributions under other plans.The Employer may provide in the Plan that the minimum benefit
requirement shall be met in another plan (including another plan that consists solely of a cash or
deferred arrangement which meets the requirements of Code Section 401(k)(12) and matching
contributions with respect to which the requirements of Code Section 401(m)(11) are met). PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES Effective for plan loans made after December 31, 2001, plan provisions prohibiting loans to any
shareholder-employee or Owner-employee shall cease to apply. This amendment is made an integral part of the aforesaid Plan and is controlling over the terms of
said Plan with respect to the particular items addressed expressly therein. All other provisions
of the Plan remain unchanged and controlling. Unless otherwise stated on any page of this amendment, eligibility for benefits and the amount of
any




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benefits payable to or on behalf of an individual who is an Inactive Participant on the
effective date(s) stated above, shall be determined according to the provisions of the aforesaid
Plan as in effect on the day before he became an Inactive Participant. Signing this amendment, the Employer, as plan sponsor, has made the decision to adopt this plan
amendment. The Employer is acting in reliance on its own discretion and on the legal and tax
advice of its own advisors, and not that of any member of the Principal Financial Group or any
representative of a member company of the Principal Financial Group. Signed this 31 day of
December  , 2003. For the EmployerBy /S/ DAVID L. OMACHINSKITitle Exec VP, COO, CFO & Treasurer
 AMENDMENT TO ADD TRANSACTION PROCESSING SECTION OSHKOSH BGOSH, INC. 401(K) PLAN The Plan named above gives the Employer the right to amend it at any time. According to that
right, the Plan is amended effective as of the signature date below, as follows: By adding to the Table of Contents the following Section 9.08: Section 9.08  Transaction Processing By adding the following Section 9.08 to Article IX: SECTION 9.08TRANSACTION PROCESSING. Transactions (including, but not limited to, investment directions, trades, loans, and
distributions) shall be processed as soon as administratively practicable after proper
directions are received from the Participant or such other parties. No guarantee is made by the
Plan, Plan Administrator, Trustee,




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Insurer, or Employer that such transactions will be processed on a daily or other basis, and no guarantee is made in any respect regarding the processing time
of such transactions. Notwithstanding any other provision of the Plan, the Employer, the Plan Administrator, or the
Trustee reserves the right to not value an investment option on any given Valuation Date for any
reason deemed appropriate by the Employer, the Plan Administrator, or the Trustee.
Administrative practicality will be determined by legitimate business factors (including, but
not limited to, failure of systems or computer programs, failure of the means of the
transmission of data, force majeure, the failure of a service provider to timely receive values
or prices, and correction for errors or omissions or the errors or omissions of any service
provider) and in no event will be deemed to be less than 14 days. The processing date of a
transaction shall be binding for all purposes of the Plan and considered the applicable
Valuation Date for any transaction. This amendment is made an integral part of the aforesaid Plan and is controlling over the terms of
said Plan with respect to the particular items addressed expressly herein. All other provisions of
the Plan remain unchanged and controlling. Unless otherwise stated on any page of this amendment, eligibility for benefits and the amount of
any benefits payable to or on behalf of an individual who is an Inactive Participant on the
effective date(s) stated above, shall be determined according to the provisions of the aforesaid
Plan as in effect on the day before he became an Inactive Participant. Signed this 31 day of
December   , 2003. For the EmployerBy /S/ DAVID L. OMACHINSKITitle Exec VP, COO, CFO & Treasurer




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AMENDMENT NO. 1 OSHKOSH BGOSH, INC. 401(K) PLAN The Plan named above gives the Employer the right to amend it at any time. According to that
right, the Plan is amended as follows: Effective as of January 1, 2004, By adding the following to the DEFINITIONS SECTION of Article I: Allocation Groupmeans the designated groups of Employees for purposes of determining
separate Discretionary Contributions in the EMPLOYER CONTRIBUTIONS SECTION of Article III.
For this purpose the groups shall be as follows:  (a)
    Group 1  Eligible non-highly compensated Participants(b)
    Group 2  Eligible highly compensated Participants By striking the second paragraph from the Eligible Employeedefinition in the DEFINITIONS SECTION
of Article I and substituting the following: Eligible Employee means any Employee of the Employer, for purposes of Discretionary
Contributions, who meets the following requirement. His employment classification with the
Employer is all of the following: Salaried class (pays social security and employed in classification codes 220, 750,
840 and 850.) Nonbargaining class. Not represented for collective bargaining purposes by any
collective bargaining agreement between the Employer and employee representatives, if
retirement benefits were the subject of good faith bargaining and if two percent or
less of the Employees who are covered pursuant to that agreement are professionals as
defined in section 1.410(b)-9 of the regulations. For this purpose, the term
employee representatives does not include any organization more than half of whose
members are Employees who are owners, officers, or executives of the Employer. Not a nonresident alien, within the meaning of Code Section 7701(b)(1)(B), who
receives no earned income, within the meaning of Code Section 911(d)(2), from the
Employer which constitutes income from sources within the United States, within the
meaning of Code Section 861(a)(3), or who receives such earned income but it is all
exempt from income tax in the United States under the terms of an income tax
convention. Not a Leased Employee. Not an Employee considered by the Employer to be an independent contractor, or




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the employee of an independent contractor, who is later determined by the

Internal Revenue Service to be an Employee. Not a Highly Compensated Employee who works at the New York Design Studio or who is
performing services outside of the United States under an expatriate assignment. By striking subparagraph (c) from the EMPLOYER CONTRIBUTIONS SECTION of Article III and
substituting the following:  (c)
    Discretionary Contributions may be made for each Plan Year for each Allocation
Group in an amount determined by the Employer. The Employer shall notify the Plan
Administrator in writing of the amount of Discretionary Contributions, if any,
determined for each Allocation Group. In no event shall the percentage of Annual
Compensation allocated under Step Two of the ALLOCATION SECTION of this article for
Group 2 exceed the percentage of Annual Compensation allocated thereunder for Group 1.Discretionary Contributions are subject to the Vesting Percentage . By striking the fourth paragraph from the ALLOCATION SECTION of Article III and substituting
the following: Discretionary Contributions determined for an Allocation Group shall be allocated as of
the last day of the Plan Year using Annual Compensation for the Plan Year. The amount
allocated shall be determined as follows: STEP ONE: This step one shall only apply in years in which the Plan is a Top-heavy Plan, as
defined in the DEFINITIONS SECTION of Article XI, and the minimum contribution under the
MODIFICATION OF CONTRIBUTIONS SECTION of Article XI is not being provided by other
contributions to this Plan or another plan of the Employer. The allocation in this step one shall be made to each person meeting the allocation
requirements of this section and each person who is entitled to a minimum contribution under
the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI. Each such persons allocation
shall be an amount equal to the Discretionary Contributions determined for the Allocation
Group multiplied by the ratio of such persons Annual Compensation to the total Annual
Compensation of all such persons in the Allocation Group. Such amount shall not exceed 3%
of such persons Annual Compensation. The allocation for any person who does not meet the
allocation requirements of this section shall be limited to the amount necessary to fund the
minimum contribution. STEP TWO: The allocation in this step two shall be made to each person meeting the
allocation requirements of this section. Each such persons allocation shall be equal to
any amount remaining after the allocation in step one multiplied by the ratio of such
persons Annual Compensation to the total Annual Compensation of all such persons in the
Allocation Group.




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This amount shall be credited to the persons Account. Effective as of January 1, 2005, By adding the following to the DEFINITIONS SECTION of Article I: Quarterly Datemeans each Yearly Date and the third, sixth, and ninth Monthly Date after
each Yearly Date which is within the same Plan Year. By adding the following as the third paragraph of subparagraph (a) of the ACTIVE PARTICIPANT
SECTION of Article II: For purposes of all Employees hired after December 31, 2004, an Employee shall first become
an Active Participant (begin active participation in the Plan) on the earliest Quarterly
Date on which he is an Eligible Employee and has met both of the eligibility requirements
set forth below. This date is his Entry Date.  (1)
    He has completed one year of Eligibility Service before his Entry Date.(2)
    He is age 21 or older. By adding the following as the third paragraph of subparagraph (a) of the EMPLOYER CONTRIBUTIONS
SECTION of Article III: The Plan provides for an automatic election to have Elective Deferral Contributions made.
The automatic Elective Deferral Contribution shall be 2% of Compensation. The Participant
may affirmatively elect a different percentage or elect not to make Elective Deferral
Contributions. If the Participant elects a different percentage, such percentage must
comply with any limitations otherwise provided in the Plan. By adding the following as the last sentence of the first paragraph of subparagraph (b) of the
EMPLOYER CONTRIBUTIONS SECTION of Article III: The Employer reserves the right to use a different formula for determining the percentage of
Elective Deferral Contributions matched, if any, for retail store Employees who are hired or
rehired after December 31, 2004, than it uses for all other Employees. By adding the following as the third paragraph of the EMPLOYER CONTRIBUTIONS SECTION of Article
III: The Plan provides for an automatic election to have Elective Deferral Contributions
made. Such automatic election shall apply when a Participant first becomes eligible to make
Elective Deferral Contributions (or again becomes eligible after a period during which he
was not an Active Participant). The automatic election shall also apply to all Active
Participants as of January 1, 2005, who have not elected to make Elective Deferral
Contributions. The Participant shall be provided a notice that explains the automatic
election and his right to elect a different rate of Elective Deferral




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Contributions or no Elective Deferral Contributions. The notice shall include the procedure for exercising that
right and the timing for implementing any such election. The Participant shall be given a
reasonable period thereafter to elect a different rate of Elective Deferral Contributions or no Elective Deferral Contributions. This amendment is made an integral part of the aforesaid Plan and is controlling over the terms of
said Plan with respect to the particular items addressed expressly herein. All other provisions of
the Plan remain unchanged and controlling. Unless otherwise stated on any page of this amendment, eligibility for benefits and the amount of
any benefits payable to or on behalf of an individual who is an Inactive Participant on the
effective date(s) stated above, shall be determined according to the provisions of the aforesaid
Plan as in effect on the day before he became an Inactive Participant. Signing this amendment, the Employer, as plan sponsor, has made the decision to adopt this plan
amendment. The Employer is acting in reliance on its own discretion and on the legal and tax
advice of its own advisors, and not that of any member of the Principal Financial Group or any
representative of a member company of the Principal Financial Group. Signed this 14th day of December, 2004. OSHKOSH BGOSH, INC.By:
    
    /S/ MICHAEL L. HEIDERMichael L. HeiderVice President Finance, Treasurer andChief Financial OfficerOSHKOSH BGOSH RETAIL, INC.By:
    
    /S/ PAUL CHRISTENSENPaul ChristensenAssistant SecretaryOBG PRODUCT DEVELOPMENT AND SALES, INC.By:
    
    /S/ PAUL CHRISTENSENPaul ChristensenAssistant SecretaryOBG DISTRIBTION COMPANY, LLCBy:
    
    /S/ MICHAEL L. HEIDERMichael L. HeiderVice President Finance, Treasurer andChief Financial OfficerOBG MANUFACTURING COMPANYBy:
    
    /S/ MICHAEL L. HEIDERMichael L. HeiderVice President Finance, Treasurer andChief Financial Officer