ex4-3




Exhibit 4.3


DELTEK SYSTEMS, INC.


401(K) PROFIT SHARING PLAN


Amended and Restated January 1, 1997


 









Table of Contents



	 	 	 	 	 	 	 	 	 	 	 
									Page
									

	ARTICLE I    DEFINITIONS							2	
	 
	
	
	
	

		1.1     ACT							2	
	
	
	
	

		1.2     ADMINISTRATOR							2	
	
	
	
	

		1.3     AFFILIATED EMPLOYER							2	
	
	
	
	

		1.4     AGGREGATE ACCOUNT							2	
	
	
	
	

		1.5     ANNIVERSARY DATE							2	
	
	
	
	

		1.6     BENEFICIARY							2	
	
	
	
	

		1.7     CODE							2	
	
	
	
	

		1.8     COMPENSATION							2	
	
	
	
	

		1.9     CONTRACT OR POLICY							4	
	
	
	
	

		1.10   DEFERRED COMPENSATION							4	
	
	
	
	

		1.11   EARLY RETIREMENT DATE							4	
	
	
	
	

		1.12   ELECTIVE CONTRIBUTION							4	
	
	
	
	

		1.13   ELIGIBLE EMPLOYEE							4	
	
	
	
	

		1.14   EMPLOYEE							4	
	
	
	
	

		1.15   EMPLOYER							5	
	
	
	
	

		1.16   EXCESS CONTRIBUTIONS							5	
	
	
	
	

		1.17   EXCESS DEFERRED COMPENSATION							5	
	
	
	
	

		1.18   FIDUCIARY							5	
	
	
	
	

		1.19   FISCAL YEAR							5	
	
	
	
	

		1.20   FORFEITURE							5	
	
	
	
	

		1.21   FORMER PARTICIPANT							6	
	
	
	
	

		1.22   415 COMPENSATION							6	
	
	
	
	

		1.23   414(S) COMPENSATION							6	
	
	
	
	

		1.24   HIGHLY COMPENSATED EMPLOYEE							7	
	
	
	
	

		1.25   HIGHLY COMPENSATED FORMER EMPLOYEE							8	
	
	
	
	

		1.26   HIGHLY COMPENSATED PARTICIPANT							8	
	
	
	
	

		1.27   HOUR OF SERVICE							8	
	
	
	
	

		1.28   INCOME							9	
	
	
	
	

		1.29   INVESTMENT MANAGER							9	
	
	
	
	

		1.30   KEY EMPLOYEE							9	
	
	
	
	

		1.31   LATE RETIREMENT DATE							10	
	
	
	
	

		1.32   LEASED EMPLOYEE							10	
	
	
	
	

		1.33   NON-ELECTIVE CONTRIBUTION							10	
	
	
	
	

		1.34   NON-HIGHLY COMPENSATED PARTICIPANT							10	
	
	
	
	

		1.35   NON-KEY EMPLOYEE							11	
	
	
	
	

		1.36   NORMAL RETIREMENT AGE							11	
	
	
	
	

		1.37   NORMAL RETIREMENT DATE							11	
	
	
	
	

		1.38   1-YEAR BREAK IN SERVICE							11	
	
	
	
	

		1.39   PARTICIPANT							11	
	
	
	
	

		1.40   PARTICIPANT’S ACCOUNT							11	
	
	
	
	

		1.41   PARTICIPANT’S COMBINED ACCOUNT							12	
	
	
	
	

		1.42   PARTICIPANT’S ELECTIVE ACCOUNT							12	
	
	
	
	

		1.43   PLAN							12	
	
	
	
	

		1.44   PLAN YEAR							12	
	
	
	
	

		1.45   QUALIFIED NON-ELECTIVE CONTRIBUTION							12	
	
	
	
	

		1.46   REGULATION							12	
	
	
	
	

		1.47   RETIRED PARTICIPANT							12	



 








	 	 	 	 	 	 	 	 	 	 	 
									Page
									

	
	
	
	

		1.48   RETIREMENT DATE							12	
	
	
	
	

		1.49   SUPER TOP HEAVY PLAN							12	
	
	
	
	

		1.50   TERMINATED PARTICIPANT							12	
	
	
	
	

		1.51   TOP HEAVY PLAN							12	
	
	
	
	

		1.52   TOP HEAVY PLAN YEAR							12	
	
	
	
	

		1.53   TOP PAID GROUP							13	
	
	
	
	

		1.54   TRUSTEE							13	
	
	
	
	

		1.55   TRUST FUND							13	
	
	
	
	

		1.56   VESTED							13	
	
	
	
	

		1.57   YEAR OF SERVICE							13	
	 
	
	
	
	

	ARTICLE II TOP HEAVY AND ADMINISTRATION							14	
	 
	
	
	
	

		2.1     TOP HEAVY PLAN REQUIREMENTS							14	
	
	
	
	

		2.2     DETERMINATION OF TOP HEAVY STATUS							14	
	
	
	
	

		2.3     POWERS AND RESPONSIBILITIES OF THE EMPLOYER							17	
	
	
	
	

		2.4     DESIGNATION OF ADMINISTRATIVE AUTHORITY							17	
	
	
	
	

		2.5     ALLOCATION AND DELEGATION OF RESPONSIBILITIES							17	
	
	
	
	

		2.6     POWERS AND DUTIES OF THE ADMINISTRATOR							18	
	
	
	
	

		2.7     RECORDS AND REPORTS							19	
	
	
	
	

		2.8     APPOINTMENT OF ADVISERS							19	
	
	
	
	

		2.9     INFORMATION FROM EMPLOYER							19	
	
	
	
	

		2.10   PAYMENT OF EXPENSES							19	
	
	
	
	

		2.11   MAJORITY ACTIONS							20	
	
	
	
	

		2.12   CLAIMS PROCEDURE							20	
	
	
	
	

		2.13   CLAIMS REVIEW PROCEDURE							20	
	 
	
	
	
	

	ARTICLE III ELIGIBILITY							21	
	 
	
	
	
	

		3.1     CONDITIONS OF ELIGIBILITY							21	
	
	
	
	

		3.2     APPLICATION FOR PARTICIPATION							21	
	
	
	
	

		3.3     EFFECTIVE DATE OF PARTICIPATION							21	
	
	
	
	

		3.4     DETERMINATION OF ELIGIBILITY							21	
	
	
	
	

		3.5     TERMINATION OF ELIGIBILITY							21	
	
	
	
	

		3.6     OMISSION OF ELIGIBLE EMPLOYEE							22	
	
	
	
	

		3.7     INCLUSION OF INELIGIBLE EMPLOYEE							22	
	
	
	
	

		3.8     ELECTION NOT TO PARTICIPATE							22	
	 
	
	
	
	

	ARTICLE IV CONTRIBUTION AND ALLOCATION							23	
	 
	
	
	
	

		4.1     FORMULA FOR DETERMINING EMPLOYER’S CONTRIBUTION							23	
	
	
	
	

		4.2     PARTICIPANT’S SALARY REDUCTION ELECTION							23	
	
	
	
	

		4.3     TIME OF PAYMENT OF EMPLOYER’S CONTRIBUTION							26	
	
	
	
	

		4.4     ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS							26	
	
	
	
	

		4.5     ACTUAL DEFERRAL PERCENTAGE TESTS							29	
	
	
	
	

		4.6     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS							31	
	
	
	
	

		4.7     MAXIMUM ANNUAL ADDITIONS							32	
	
	
	
	

		4.8     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS							35	
	
	
	
	

		4.9     TRANSFERS FROM QUALIFIED PLANS							36	
	
	
	
	

		4.10   DIRECTED INVESTMENT ACCOUNT							38	



-ii-








	 	 	 	 	 	 	 	 	 	 	 
									Page
									

	 
	
	
	
	

	ARTICLE V VALUATIONS							39	
	 
	
	
	
	

		5.1     VALUATION OF THE TRUST FUND							39	
	
	
	
	

		5.2     METHOD OF VALUATION							39	
	 
	
	
	
	

	ARTICLE VI DETERMINATION AND DISTRIBUTION OF BENEFITS							40	
	 
	
	
	
	

		6.1     DETERMINATION OF BENEFITS UPON RETIREMENT							40	
	
	
	
	

		6.2     DETERMINATION OF BENEFITS UPON DEATH							40	
	
	
	
	

		6.3     DISABILITY RETIREMENT BENEFITS							41	
	
	
	
	

		6.4     DETERMINATION OF BENEFITS UPON TERMINATION							41	
	
	
	
	

		6.5     DISTRIBUTION OF BENEFITS							44	
	
	
	
	

		6.6     DISTRIBUTION OF BENEFITS UPON DEATH							46	
	
	
	
	

		6.7     TIME OF SEGREGATION OR DISTRIBUTION							47	
	
	
	
	

		6.8     DISTRIBUTION FOR MINOR BENEFICIARY							48	
	
	
	
	

		6.9     LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN							48	
	
	
	
	

		6.10   PRE-RETIREMENT DISTRIBUTION							48	
	
	
	
	

		6.11   ADVANCE DISTRIBUTION FOR HARDSHIP							48	
	
	
	
	

		6.12   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION							50	
	 
	
	
	
	

	ARTICLE VII TRUSTEE							51	
	 
	
	
	
	

		7.1     BASIC RESPONSIBILITIES OF THE TRUSTEE							51	
	
	
	
	

		7.2     INVESTMENT POWERS AND DUTIES OF THE TRUSTEE							51	
	
	
	
	

		7.3     OTHER POWERS OF THE TRUSTEE							51	
	
	
	
	

		7.4     LOANS TO PARTICIPANTS							54	
	
	
	
	

		7.5     DUTIES OF THE TRUSTEE REGARDING PAYMENTS							55	
	
	
	
	

		7.6     TRUSTEE’S COMPENSATION AND EXPENSES AND TAXES							55	
	
	
	
	

		7.7     ANNUAL REPORT OF THE TRUSTEE							55	
	
	
	
	

		7.8     AUDIT							56	
	
	
	
	

		7.9     RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE							57	
	
	
	
	

		7.10   TRANSFER OF INTEREST							57	
	
	
	
	

		7.11   DIRECT ROLLOVER							58	
	
	
	
	

		7.12   EMPLOYER SECURITIES AND REAL PROPERTY							58	
	 
	
	
	
	

	ARTICLE VIII AMENDMENT, TERMINATION AND MERGERS							60	
	 
	
	
	
	

		8.1     AMENDMENT							60	
	
	
	
	

		8.2     TERMINATION							60	
	
	
	
	

		8.3     MERGER OR CONSOLIDATION							61	
	 
	
	
	
	

	ARTICLE IX MISCELLANEOUS							62	
	 
	
	
	
	

		9.1     PARTICIPANT’S RIGHTS							62	
	
	
	
	

		9.2     ALIENATION							62	
	
	
	
	

		9.3     CONSTRUCTION OF PLAN							63	
	
	
	
	

		9.4     GENDER AND NUMBER							63	
	
	
	
	

		9.5     LEGAL ACTION							63	
	
	
	
	

		9.6     PROHIBITION AGAINST DIVERSION OF FUNDS							63	
	
	
	
	

		9.7     BONDING							63	
	
	
	
	

		9.8     EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE							64	
	
	
	
	

		9.9     INSURER’S PROTECTIVE CLAUSE							64	
	
	
	
	

		9.10   RECEIPT AND RELEASE FOR PAYMENTS							64	



-iii-








	 	 	 	 	 	 	 	 	 	 	 
									Page
									

	
	
	
	

		9.11   ACTION BY THE EMPLOYER							64	
	
	
	
	

		9.12   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY							64	
	
	
	
	

		9.13   HEADINGS							65	
	
	
	
	

		9.14   APPROVAL BY INTERNAL REVENUE SERVICE							65	
	
	
	
	

		9.15   UNIFORMITY							66	
	
	
	
	

		9.16   PARTICIPANT DIRECTED INVESTMENT							66	
	
	
	
	

		9.17   RIGHTS OF REEMPLOYED VETERANS							67	
	
	
	
	

		9.18   USE OF ELECTRONIC MEDIA; ADJUSTMENT OF CERTAIN TIME

                  PERIODS							67	



-iv-







DELTEK SYSTEMS, INC.

401(K) PROFIT SHARING PLAN


Deltek Systems, Inc. (“Deltek”) established a Profit Sharing Plan and Trust
effective December 15, 1987, (hereinafter called the “Effective Date”) known as
Deltek Systems, Inc. 401(k) Profit Sharing Plan (herein referred to as the
“Plan”) in recognition of the contribution made to its successful operation by
its employees and for the exclusive benefit of its eligible employees. It is
intended that the Plan be a qualified profit sharing plan under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the “Code”), with a cash or
deferred arrangement which meets the requirements of Code Section 401(k). If
any provision of the Plan is subject to more than one interpretation, such
ambiguity shall be resolved in favor of the interpretation which is consistent
with the Plan meeting the requirements of such Code sections.


The primary purpose of the Plan is to encourage eligible employees to save for
retirement. This is accomplished by affording employees the opportunity to (1)
make regular contributions to the Plan on a tax-favored basis through salary
deferrals and (2) receive discretionary company nonelective contributions.


The Plan as set forth herein is an amendment and restatement effective as of
January 1, 1997. Unless otherwise stated herein or required by applicable law,
it shall be applicable only to employees of the Employer (as defined herein) as
of January 1, 1997 and persons retiring, terminating employment, or separating
from service with Deltek or an Affiliated Employer (as defined herein) on or
after July 1, 1997.


 









ARTICLE I

DEFINITIONS



	1.1	 	“Act” means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
	 
	1.2	 	“Administrator” means the person or entity designated by the Employer
pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.
	 
	1.3	 	“Affiliated Employer” means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code
Section 414(c)) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as
defined in Code Section 414(m)) which includes the Employer; and any
other entity required to be aggregated with the Employer pursuant to
Regulations under Code Section 414(o).
	 
	1.4	 	“Aggregate Account” means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the
provisions of Section 2.2.
	 
	1.5	 	“Anniversary Date” means December 31st. “Valuation date” means each
business day.
	 
	1.6	 	“Beneficiary” means the person to whom the share of a decreased
Participant’s total account is payable, subject to the restrictions of
Sections 6.2 and 6.6.
	 
	1.7	 	“Code” means the Internal Revenue Code of 1986, as amended or replaced
from time to time.
	 
	1.8	 	“Compensation” with respect to any Participant means such
Participant’s wages as defined in Code Section 3401(a) and all other
payments of compensation by the Employer (in the course of the
Employer’s trade or business) for a Plan Year for which the Employer
is required to furnish the Participant 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)).




		
	 	      For purposes of this Section, the determination of Compensation
shall be made by:



-2-











		
	 	      (a) excluding (even if includible in gross income)
reimbursements or other expense allowances, fringe benefits (cash
or noncash), moving expenses, deferred compensation, and welfare
benefits.
	 
	 	      (b) excluding commissions.
	 
	 	      (c) excluding bonuses.
	 
	 	      (d) for purposes of the profit sharing contribution, excluding
Compensation in excess of $100,000 for plan years beginning on or
after January 1, 1996.
	 
	 	      (e) Including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code
Sections 125, 402(e)(3), 402(h)(1)(B), 403(b), 457 and effective
January 1, 2001, Code Section 132(f)(4)(if applicable), and
Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.




		
	 	      For a Participant’s initial year of participation, Compensation
shall be recognized as of such Employee’s effective date of participation
pursuant to Section 3.3.
	 
	 	      Compensation in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted
under Code Section 415(d), except that the dollar increase in effect on
January 1 of any calendar year shall be effective for the Plan Year
beginning with or within such calendar year and the first adjustment to
the $200,000 limitation shall be effective on January 1, 1990. For any
short Plan Year the Compensation limit shall be an amount equal to the
Compensation limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in
the short Plan Year by twelve (12).
	 
	 	      In addition to other applicable limitations set forth in the Plan,
and notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual Compensation
of each Employee taken into account under the Plan shall not exceed the
OBRA ‘93 annual compensation limit. The OBRA ‘93 annual compensation
limit is $150,000, as adjusted by the Commissioner 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 period,
not exceeding twelve (12) months, over which Compensation is determined
(determination period) beginning in such calendar year. If a
determination period consists of fewer than twelve (12) months, the OBRA
‘93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period,
and the denominator of which is 12.
	 
	 	      For Plan Years beginning on or after January 1, 1994, any reference
in this Plan to the limitation under Code Section 401(a)(17) shall mean
the OBRA ‘93 annual compensation limit set forth in this provision.



-3-











		
	 	      If Compensation for any prior determination period is taken into
account in determining an Employee’s benefits accruing in the current
Plan Year, the Compensation for that prior determination period is
subject to the OBRA ‘93 annual compensation limit in effect for that
prior determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA ‘93 annual compensation limit is
$150,000.




	1.9	 	“Contract” or “Policy” means any life insurance policy, retirement
income or annuity policy, or annuity contract (group or individual)
issued pursuant to the terms of the Plan.
	 
	1.10	 	“Deferred Compensation” with respect to any Participant means the
amount of the Participant’s total Compensation which has been
contributed to the Plan in accordance with the Participant’s deferral
election pursuant to Section 4.2 excluding any such amounts
distributed as excess “annual additions” pursuant to Section 4.8(a).
	 
	1.11	 	“Early Retirement Date” This Plan does not provide for a retirement
date prior to Normal Retirement Date.
	 
	1.12	 	“Elective Contribution” means the Employer’s contributions to the
Plan of Deferred Compensation excluding any such amounts distributed
as excess “annual additions” pursuant to Section 4.8(a). In
addition, any Employer Qualified Non-Elective Contribution made
pursuant to Section 4.6 shall be considered an Elective Contribution
for purposes of the Plan. Any such contributions deemed to be
Elective Contributions shall be subject to the requirements of
Sections 4.2(b) and 4.2(c) and shall further be required to satisfy
the discrimination requirements of Regulation 1.401(k)-l(b)(5), the
provisions of which are specifically incorporated herein by
reference.
	 
	1.13	 	“Eligible Employee” means any Employee, other than (i) nonresident
aliens who received no earned income (within the meaning of Code
Section 911(d)(2)) from the Employer constituting US source income
(within the meaning of Code Section 863(a)(3)); (ii) non-United
States citizens who are on temporary assignment to work for the
Employer in the United States; (iii) an Employee who is a Leased
Employee, unless otherwise specifically included by the Board of
Directors or unless such Leased Employee is required to be treated as
an Eligible Employee under Code Section 414(n); or (iv) an Employee
whose terms of employment are covered under a collective bargaining
agreement between the Company and a labor organization, unless the
terms of such collective bargaining agreement provide for such
Employee to participate in the Plan.




		
	 	      Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have
specifically adopted this Plan in writing.




	1.14	 	“Employee” means any person who is employed by the Employer or Affiliated
Employer, but excludes any person who the Employer classifies as an
independent contractor, notwithstanding whether such individuals are
reclassified as common law employees by the Internal Revenue Service or
other agency, entity, or person. Employee shall include Leased Employees
within the



-4-











	 	meaning of Code Sections 414(n)(2) and 414(o)(2) to the extent
such Leased Employee is required to be treated as an employee of the
Employer or an Affiliate under Code Section 414(n) and regulations
thereunder.




		
	 	      Notwithstanding anything herein to the contrary, the Employer, in
its sole discretion and in order to meet the qualification requirements
of Code Section 401(a), may include by amendment to the Plan such persons
as would be common law employees of the Employer or an Affiliate.




	1.15	 	“Employer” means Deltek Systems, Inc. and any successor which shall
maintain this Plan; and any predecessor which has maintained this
Plan. The Employer is a corporation, with principal offices in the
Commonwealth of Virginia.
	 
	1.16	 	“Excess Contributions” means, with respect to a Plan Year, the excess
of Elective Contributions made on behalf of Highly Compensated
Participants for the Plan Year over the maximum amount of such
contributions permitted under Section 4.5(a). Excess Contributions
shall be treated as an “annual addition” pursuant to Section 4.7(b).
	 
	1.17	 	“Excess Deferred Compensation” means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such
Participant’s Deferred Compensation and the elective deferrals
pursuant to Section 4.2(e) actually made on behalf of such
Participant for such taxable year, over the dollar limitation
provided for in Code Section 402(g), which is incorporated herein by
reference. Excess Deferred Compensation shall be treated as an
“annual addition” pursuant to Section 4.7(b) when contributed to the
Plan unless distributed to the affected Participant not later than
the first April 15th following the close of the Participant’s taxable
year. Additionally, for purposes of Sections 2.2 and 4.4(g), Excess
Deferred Compensation shall continue to be treated as Employer
contributions even if distributed pursuant to Section 4.2(e).
However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a)
to the extent such Excess Deferred Compensation occurs pursuant to
Section 4.2(c).
	 
	1.18	 	“Fiduciary” means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan
or exercises any authority or control respecting management or
disposition of its assets, (b) renders investment advice for a fee or
other compensation, direct or indirect, with respect to any monies or
other property of the Plan or has any authority or responsibility to
do so, or (c) has any discretionary authority or discretionary
responsibility in the administration of the Plan, including, but not
limited to, the Trustee, the Employer and its representative body,
and the Administrator.
	 
	1.19	 	“Fiscal Year” means the Employer’s accounting year of twelve (12)
months commencing on January 1st of each year and ending the
following December 31st.
	 
	1.20	 	“Forfeiture” means that portion of a Participant’s Account that is
not Vested, and occurs on the earlier of:



-5-











		
	 	      (a) the distribution of the entire Vested portion of a
Terminated Participant’s Account, or
	 
	 	      (b) the last day of the Plan Year in which the Participant
incurs five (5) consecutive 1-Year Breaks in Service.




		
	 	      Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated
Participant shall be deemed to have received a distribution of his Vested
benefit upon his termination of employment. Restoration of such amounts
shall occur pursuant to Section 6.4(f)(2). In addition, the term
Forfeiture shall also include amounts deemed to be Forfeitures pursuant
to any other provision of this Plan.




	1.21	 	“Former Participant” means a person who has been a Participant, but
who has ceased to be a Participant for any reason.
	 
	1.22	 	“415 Compensation” with respect to any Participant means such
Participant’s wages as defined in Code Section 3401(a) and all other
payments of compensation by the Employer (in the course of the
Employer’s trade or business) for a Plan Year for which the Employer
is required to furnish the Participant a written statement under Code
Sections 6041(d), 6051(a)(3) and 6052. “415 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)).




		
	 	      For purposes of this Section, the determination of “415
Compensation” shall be made by including amounts which are contributed by
the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections
125, 402(e)(3), 402(h)(1)(B), 403(b), 457, and effective January 1, 1998,
Code Section 132(f)(4), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.
	 
	 	      If, in connection with the adoption of this amendment and
restatement, the definition of “415 Compensation” has been modified,
then, for Plan Years prior to the Plan Year which includes the adoption
date of this amendment and restatement, “415 Compensation” means
compensation determined pursuant to the Plan then in effect.




	1.23	 	“414(s) Compensation” with respect to any Participant means such
Participant’s “415 Compensation” paid during a Plan Year. The amount of
“414(s) Compensation” with respect to any Participant shall include
“414(s) Compensation” for the entire twelve (12) month period ending on
the last day of such Plan Year, except that “414(s) Compensation” shall
only be recognized for that portion of the Plan Year during which an
Employee was a Participant in the Plan.




		
	 	      For purposes of this Section, the determination of “414(s)
Compensation” shall be made by including amounts which are contributed by
the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections
125, 402(e)(3), 402(h)(1)(B), 403(b), 457, and effective



-6-











		
	 	January 1, 1998,
Code Section 132(f)(4), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.
	 
	 	      “414(s) Compensation” in excess of $200,000 shall be disregarded.
Such amount shall be adjusted at the same time and in such manner as
permitted under Code Section 415(d), except that the dollar increase in
effect on January 1 of any calendar year shall be effective for the Plan
Year beginning with or within such calendar year and the first adjustment
to the $200,000 limitation shall be effective on January 1, 1990. For
any short Plan Year the “414(s) Compensation” limit shall be an amount
equal to the “414(s) Compensation” limit for the calendar year in which
the Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12).
	 
	 	      In addition to other applicable limitations set forth in the Plan,
and notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual Compensation
of each Employee taken into account under the Plan shall not exceed the
OBRA ‘93 annual compensation limit. The OBRA ‘93 annual compensation
limit is $150,000, as adjusted by the Commissioner 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
period, not exceeding twelve (12) months, over which Compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than twelve (12) months, the OBRA
‘93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period,
and the denominator of which is 12.
	 
	 	      For Plan Years beginning on or after January 1, 1994, any reference
in this Plan to the limitation under Code Section 401(a)(17) shall mean
the OBRA ‘93 annual compensation limit set forth in this provision.
	 
	 	      If Compensation for any prior determination period is taken into
account in determining an Employee’s benefits accruing in the current
Plan Year, the Compensation for that prior determination period is
subject to the OBRA ‘93 annual compensation limit in effect for that
prior determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA ‘93 annual compensation limit is
$150,000.
	 
	 	      If, in connection with the adoption of this amendment and
restatement, the definition of “414(s) Compensation” has been modified,
then, for Plan Years prior to the Plan Year which includes the adoption
date of this amendment and restatement, “414(s) Compensation” means
compensation determined pursuant to the Plan then in effect.




	1.24	 	“Highly Compensated Employee” means an Employee described in Code Section
414(q) and the Regulations thereunder, and generally means an Employee who
performed services for the Employer during the “determination year” and is
in one or more of the following groups:




		
	 	      (a) Employees who at any time during the “determination year”
or “look-back year” were “five percent owners” as defined in
Section 1.30(c).



-7-











		
	 	      (b) Employees who received “415 Compensation” during the
“look-back year” from the Employer in excess of $80,000.




		
	 	      The “determination year” shall be the Plan Year for which testing is
being performed, and the “look-back year” shall be the immediately
preceding twelve (12)-month period.
	 
	 	      For purposes of this Section, the determination of “415
Compensation” shall be made by including amounts which are contributed by
the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections
125, 402(e)(3), 402(h)(1)(B), 403(b), 457, or effective January 1, 1998,
Code Section 132(f)(4), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.
Additionally, the dollar threshold amount specified in (b) above shall be
adjusted at such time and in such manner as is provided in Regulations.
In the case of such an adjustment, the dollar limits which shall be
applied are those for the calendar year in which the “determination year”
or “look-back year” begins.




	1.25	 	“Highly Compensated Former Employee” means a former Employee who had
a separation year prior to the “determination year” and was a Highly
Compensated Employee in the year of separation from service or in any
“determination year” after attaining age fifty-five (55). Highly
Compensated Former Employees shall be treated as Highly Compensated
Employees. The method set forth in this Section for determining who
is a “Highly Compensated Former Employee” shall be applied on a
uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable.
	 
	1.26	 	“Highly Compensated Participant” means any Highly Compensated
Employee who is eligible to participate in the Plan.
	 
	1.27	 	“Hour of Service” means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the
Employer for the performance of duties during the applicable
computation period; (2) each hour for which an Employee is directly
or indirectly compensated or entitled to compensation by the Employer
(irrespective of whether the employment relationship has terminated)
for reasons other than performance of duties (such as vacation,
holidays, sickness, jury duty, disability, lay-off, military duty or
leave of absence) during the applicable computation period; (3) each
hour for which back pay is awarded or agreed to by the Employer
without regard to mitigation of damages. These hours will be
credited to the Employee for the computation period or periods to
which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made. The same
Hours of Service shall not be credited both under (1) or (2), as the
case may be, and under (3).




		
	 	      Notwithstanding the above, (i) no more than five hundred one (501)
Hours of Service are required to be credited to an Employee on account of
any single continuous period during which the Employee performs no duties
(whether or not such period occurs in a single computation period); (ii)
an hour for which an Employee is directly or indirectly paid, or entitled
to payment, on account of a period during which no duties are performed
is not required to be credited to the Employee if such payment is made or
due



-8-











		
	 	under a plan maintained solely for the purpose of complying with
applicable worker’s compensation, or unemployment compensation or
disability insurance laws; and (iii) Hours of Service are not required to
be credited for a payment which solely reimburses an Employee for medical
or medically related expenses incurred by the Employee.
	 
	 	      For purposes of this Section, 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.
	 
	 	      An Hour of Service must be counted for the purpose of determining a
Year of Service, a year of participation for purposes of accrued
benefits, a 1-Year Break in Service, and employment commencement date (or
reemployment commencement date). In addition, Hours of Service will be
credited for employment with other Affiliated Employers. The provisions
of Department of Labor regulations 2530.200b-2(b) and (c) are
incorporated herein by reference.




	1.28	 	“Income” means the income or losses allocable to Excess Deferred
Compensation or Excess Contributions which amount shall be allocated
in the same manner as income or losses are allocated pursuant to
Section 4.4(f).
	 
	1.29	 	“Investment Manager” means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges
fiduciary responsibility to the Plan in writing. Such entity must be
a person, firm, or corporation registered as an investment adviser
under the Investment Advisers Act of 1940, a bank, or an insurance
company.
	 
	1.30	 	“Key Employee” means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former
Employee (as well as each of his Beneficiaries) is considered a Key
Employee if he, at any time during the Plan Year that contains the
“Determination Date” or any of the preceding four (4) Plan Years, has
been included in one of the following categories:




		
	 	      (a) an officer of the Employer (as that term is defined within
the meaning of the Regulations under Code Section 416) having
annual “415 Compensation” greater than fifty percent (50%) of the
amount in effect under Code Section 415(b)(1)(A) for any such Plan
Year.
	 
	 	      (b) one of the ten (10) employees having annual “415
Compensation” from the Employer for a Plan Year greater than the
dollar limitation in effect under Code Section 415(c)(1)(A) for the
calendar year in which such Plan Year ends and owning (or
considered as owning within the meaning of Code Section 318) both
more than one-half percent (1/2%) interest and the largest
interests in the Employer.
	 
	 	      (c) a “five percent owner” of the Employer. “Five percent
owner” means any person who owns (or is considered as owning within
the meaning of



-9-











		
	 	Code Section 318) more than five percent (5%) of the
outstanding stock of the Employer or stock possessing more than
five percent (5%) of the total combined voting power of all stock
of the Employer or, in the case of an unincorporated business, any
person who owns more than five percent (5%) of the capital or
profits interest in the Employer. In determining percentage
ownership hereunder, employers that would otherwise be aggregated
under Code Sections 414(b), (c), (m) and (o) shall be treated as
separate employers.
	 
	 	      (d) a “one percent owner” of the Employer having an annual
“415 Compensation” from the Employer of more than $150,000. “One
percent owner” means any person who owns (or is considered as
owning within the meaning of Code Section 318) more than one
percent (1%) of the outstanding stock of the Employer or stock
possessing more than one percent (1%) of the total combined voting
power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than one percent
(1%) of the capital or profits interest in the Employer. In
determining percentage ownership hereunder, employers that would
otherwise be aggregated under Code Sections 414(b), (c), (m) and
(o) shall be treated as separate employers. However, in
determining whether an individual has “415 Compensation” of more
than $150,000, “415 Compensation” from each employer required to be
aggregated under Code Sections 414(b), (c), (m) and (o) shall be
taken into account.




		
	 	      For purposes of this Section, the determination of “415
Compensation” shall be made by including amounts which are contributed by
the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections
125, 402(e)(3), 402(h)(1)(b), 403(b), 457, or effective January 1, 1998,
Code Section 132(f)(4), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.




	1.31	 	“Late Retirement Date” means the first day of the month coinciding
with or next following a Participant’s actual Retirement Date after
having reached his Normal Retirement Date.
	 
	1.32	 	“Leased Employee” means 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 (1) year, and such services are
performed under the primary direction and control of the recipient or
related person of the recipient employer.
	 
	1.33	 	“Non-Elective Contribution” means the Employer’s contributions to the
Plan excluding, however, contributions made pursuant to the
Participant’s deferral election provided for in Section 4.2 and any
Qualified Non-Elective Contribution.
	 
	1.34	 	“Non-Highly Compensated Participant” means any Participant who is not
a Highly Compensated Employee.



-10-











	1.35	 	“Non-Key Employee” means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.
	 
	1.36	 	“Normal Retirement Age” means the Participant’s 65th birthday. A
Participant shall become fully Vested in his Participant’s Account
upon attaining his Normal Retirement Age.
	 
	1.37	 	“Normal Retirement Date” means the first day of the month coinciding
with or next following the Participant’s Normal Retirement Age.
	 
	1.38	 	“1-Year Break in Service” means the applicable computation period
during which an Employee has not completed more than five hundred
(500) Hours of Service with the Employer. Further, solely for the
purpose of determining whether a Participant has incurred a 1-Year
Break in Service, Hours of Service shall be recognized for
“authorized leaves of absence” and “maternity and paternity leaves of
absence.” Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.




		
	 	      “Authorized leave of absence” means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military
service, or any other reason.
	 
	 	      A “maternity or paternity leave of absence” means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by
reason of the Employee’s pregnancy, birth of the Employee’s child,
placement of a child with the Employee in
connection with the adoption of such child, or any absence for the
purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited
for the computation period in which the absence from work begins, only if
credit therefore is necessary to prevent the Employee from incurring a
1-Year Break in Service, or, in any other case, in the immediately
following computation period. The Hours of Service credited for a
“maternity or paternity leave of absence” shall be those which would
normally have been credited but for such absence, or, in any case in
which the Administrator is unable to determine such hours normally
credited, eight (8) Hours of Service per day. The total Hours of Service
required to be credited for a “maternity or paternity leave of absence”
shall not exceed five hundred one (501). Notwithstanding anything to the
contrary herein, absences for purposes which, under the Family and
Medical Leave Act of 1993 or other applicable law not preempted by ERISA,
give an Employee the right to retain previously-earned Years of Service
shall not cause a 1-Year Break In Service to the extent necessary for
such previously-earned Years of Service to be retained.




	1.39	 	“Participant” means any Eligible Employee who participates in the
Plan as provided in Sections 3.2 and 3.3, and has not for any reason
become ineligible to participate further in the Plan.
	 
	1.40	 	“Participant’s Account” means the account established and maintained
by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer’s
Non-Elective Contributions.



-11-











	1.41	 	“Participant’s Combined Account” means the total aggregate amount of
each Participant’s Elective Account and Participant’s Account.
	 
	1.42	 	“Participant’s Elective Account” means the account established and
maintained by the Administrator for each Participant with respect to
his total interest in the Plan and Trust resulting from the
Employer’s Elective Contributions. A separate accounting shall be
maintained with respect to that portion of the Participant’s Elective
Account attributable to Elective Contributions pursuant to Section
4.2 and any Employer Qualified Non-Elective Contributions.
	 
	1.43	 	“Plan” means this instrument, including all amendments thereto.
	 
	1.44	 	“Plan Year” means the Plan’s accounting year of twelve (12) months
commencing on January 1st of each year and ending the following
December 31st.
	 
	1.45	 	“Qualified Non-Elective Contribution” means the Employer’s
contributions to the Plan that are made pursuant to Section 4.6.
Such contributions shall be considered an Elective Contribution for
the purposes of the Plan and used to satisfy the “Actual Deferral
Percentage” tests.
	 
	1.46	 	“Regulation” means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time
to time.
	 
	1.47	 	“Retired Participant” means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.
	 
	1.48	 	“Retirement Date” means the date as of which a Participant retires
whether such retirement occurs on a Participant’s Normal Retirement
Date or Late Retirement Date (see Section 6.1).
	 
	1.49	 	“Super Top Heavy Plan” means a plan described in Section 2.2(b).
	 
	1.50	 	“Terminated Participant” means a person who has been a Participant,
but whose employment has been terminated other than by death or
retirement.
	 
	1.51	 	“Top Heavy Plan” means a plan described in Section 2.2(a).
	 
	1.52	 	“Top Heavy Plan Year” means a Plan Year during which the Plan is a
Top Heavy Plan.



-12-











	1.53	 	“Top Paid Group” means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked
according to the amount of “415 Compensation” (determined for this
purpose in accordance with Section 1.24) received from the Employer
during such year.
	 
	1.54	 	“Trustee” means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.
	 
	1.55	 	“Trust Fund” means the assets of the Plan and Trust as the same shall
exist from time to time.
	 
	1.56	 	“Vested” means the nonforfeitable portion of any account maintained
on behalf of a Participant.
	 
	1.57	 	“Year of Service” means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at
least 1000 Hours of Service. A “Month of Service” shall refer to
continuous employment with the Employer for one full calendar month.




		
	 	      For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service. The participation computation period
beginning after a 1-Year Break in Service shall be measured from the date
on which an Employee again performs an Hour of Service. The
participation computation period shall shift to the Plan Year which
includes the anniversary of the date on which the Employee first
performed an Hour of Service. An Employee who is credited with the
required Hours of Service in both the initial computation period (or the
computation period beginning after a 1-Year Break in Service) and the
Plan Year which includes the anniversary of the date on which the
Employee first performed an Hour of Service, shall be credited with two
(2) Years of Service for purposes of eligibility to participate.
	 
	 	      For vesting purposes, the computation period shall be the Plan Year,
including periods prior to the Effective Date of the Plan.
	 
	 	      For all other purposes, the computation period shall be the Plan
Year.
	 
	 	      Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service
shall be made in accordance with Department of Labor regulation
2530.203-2(c). However, in determining whether an Employee has completed
a Year of Service for benefit accrual purposes in the short Plan Year,
the number of the Hours of Service required shall be proportionately
reduced based on the number of full months in the short Plan Year.
	 
	 	      Years of Service with any Affiliated Employer shall be recognized.
	 
	 	      Effective April 1, 1998, “Years of Service” for any employees who are
hired by the Employer as a result of the acquisition by the Employer of the
stock or majority of the assets of another company, or division or subsidiary
of another company, shall be recognized for purposes of eligibility and vesting
under the Plan.



-13-










ARTICLE II

TOP HEAVY AND ADMINISTRATION



	2.1	 	TOP HEAVY PLAN REQUIREMENTS




		
	 	      For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of
the Plan and the special minimum allocation requirements of Code Section
416(c) pursuant to Section 4.4 of the Plan.




	2.2	 	DETERMINATION OF TOP HEAVY STATUS




		
	 	      (a) This Plan shall be a Top Heavy Plan for any Plan Year in
which, as of the Determination Date, (1) the Present Value of
Accrued Benefits of Key Employees and (2) the sum of the Aggregate
Accounts of Key Employees under this Plan and all plans of an
Aggregation Group, exceeds sixty percent (60%) of the Present Value
of Accrued Benefits and the Aggregate Accounts of all Key and
Non-Key Employees under this Plan and all plans of an Aggregation
Group.
	 
	 	            If any Participant is a Non-Key Employee for any Plan Year,
but such Participant was a Key Employee for any prior Plan Year,
such Participant’s Present Value of Accrued Benefit and/or
Aggregate Account balance shall not be taken into account for
purposes of determining whether this Plan is a Top Heavy or Super
Top Heavy Plan (or whether any Aggregation Group which includes
this Plan is a Top Heavy Group). In addition, if a Participant or
Former Participant has not performed any services for any Employer
maintaining the Plan at any time during the five (5) year period
ending on the Determination Date, any accrued benefit for such
Participant or Former Participant shall not be taken into account
for the purposes of determining whether this Plan is a Top Heavy or
Super Top Heavy Plan.
	 
	 	      (b) This Plan shall be a Super Top Heavy Plan for any Plan
Year in which, as of the Determination Date, (1) the Present Value
of Accrued Benefits of Key Employees and (2) the sum of the
Aggregate Accounts of Key Employees under this Plan and all plans
of an Aggregation Group, exceeds ninety percent (90%) of the
Present Value of Accrued Benefits and the Aggregate Accounts of all
Key and Non-Key Employees under this Plan and all plans of an
Aggregation Group.
	 
	 	      (c) Aggregate Account: A Participant’s Aggregate Account as
of the Determination Date is the sum of:




		
	 	(1) his Participant’s Combined Account balance as of the most
recent valuation occurring within a twelve (12) month period
ending on the Determination Date;
	 
	 	(2) an adjustment for any contributions due as of the
Determination Date. Such adjustment shall be the amount of
any contributions actually made after the valuation date but
due on or before the Determination Date, except for the first
Plan Year when such adjustment shall also reflect the



-14-











		
	 	amount of any contributions made after the Determination Date
that are allocated as of a date in that first Plan Year.
	 
	 	(3) any Plan distributions made within the Plan Year that
includes the Determination Date or within the four (4)
preceding Plan Years. However, in the case of distributions
made after the valuation date and prior to the Determination
Date, such distributions are not included as distributions
for top heavy purposes to the extent that such distributions
are already included in the Participant’s Aggregate Account
balance as of the valuation date. Notwithstanding anything
herein to the contrary, all distributions, including
distributions made prior to January 1, 1984, and
distributions under a terminated plan which if it had not
been terminated would have been required to be included in an
Aggregation Group, will be counted. Further, distributions
from the Plan (including the cash value of life insurance
policies) of a Participant’s account balance because of death
shall be treated as a distribution for the purposes of this
paragraph.
	 
	 	(4) any Employee contributions, whether voluntary or
mandatory. However, amounts attributable to tax deductible
qualified voluntary employee contributions shall not be
considered to be a part of the Participant’s Aggregate
Account balance.
	 
	 	(5) with respect to unrelated rollovers and plan-to-plan
transfers (ones which are both initiated by the Employee and
made from a plan maintained by one employer to a plan
maintained by another employer), if this Plan provides the
rollovers or plan-to-plan transfers, it shall always consider
such rollovers or plan-to-plan transfers as a distribution
for the purposes of this Section. If this Plan is the plan
accepting such rollovers or plan-to-plan transfers, it shall
not consider such rollovers or plan-to-plan transfers as part
of the Participant’s Aggregate Account balance.
	 
	 	(6) with respect to related rollovers and plan-to-plan
transfers (ones either not initiated by the Employee or made
to a plan maintained by the same employer), if this Plan
provides the rollover or plan-to-plan transfer, it shall not
be counted as a distribution for purposes of this Section.
If this Plan is the plan accepting such rollover or
plan-to-plan transfer, it shall consider such rollover or
plan-to-plan transfer as part of the Participant’s Aggregate
Account balance, irrespective of the date on which such
rollover or plan-to-plan transfer is accepted.
	 
	 	(7) For the purposes of determining whether two employers are
to be treated as the same employer in (5) and (6) above, all
employers aggregated under Code Section 414(b), (c), (m) and
(o) are treated as the same employer.




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




		
	 	(1) Required Aggregation Group: In determining a Required
Aggregation Group hereunder, each plan of the Employer in
which a Key Employee is a participant in the Plan Year
containing the Determination Date or any of the four
preceding Plan Years, and each other plan of the



-15-











		
	 	Employer which enables any plan in which a Key Employee
participates to meet the requirements of Code Sections
401(a)(4) or 410, will be required to be aggregated. Such
group shall be known as a Required Aggregation Group.
	 
	 	In the case of a Required Aggregation Group, each plan in the
group will be considered a Top Heavy Plan if the Required
Aggregation Group is a Top Heavy Group. No plan in the
Required Aggregation Group will be considered a Top Heavy
Plan if the Required Aggregation Group is not a Top Heavy
Group.
	 
	 	(2) Permissive Aggregation Group: The Employer may also
include any other plan not required to be included in the
Required Aggregation Group, provided the resulting group,
taken as a whole, would continue to satisfy the provisions of
Code Sections 401(a)(4) and 410. Such group shall be known
as a Permissive Aggregation Group.
	 
	 	In the case of a Permissive Aggregation Group, only a plan
that is part of the Required Aggregation Group will be
considered a Top Heavy Plan if the Permissive Aggregation
Group is a Top Heavy Group. No plan in the Permissive
Aggregation Group will be considered a Top Heavy Plan if the
Permissive Aggregation Group is not a Top Heavy Group.
	 
	 	(3) Only those plans of the Employer in which the
Determination Dates fall within the same calendar year shall
be aggregated in order to determine whether such plans are
Top Heavy Plans.
	 
	 	(4) An Aggregation Group shall include any terminated plan of
the Employer if it was maintained within the last five (5)
years ending on the Determination Date.




		
	 	      (e) “Determination Date” means (a) last day of the preceding
Plan Year, or (b) in the case of the first Plan Year, the last day
of such Plan Year.
	 
	 	      (f) Present Value of Accrued Benefit: In the case of a
defined benefit plan, the Present Value of Accrued Benefit for a
Participant other than a Key Employee, shall be as determined using
the single accrual method used for all plans of the Employer and
Affiliated Employers, or if no such single method exists, using a
method which results in benefits accruing not more rapidly than the
slowest accrual rate permitted under Code Section 411(b)(1)(C).
The determination of the Present Value of Accrued Benefit shall 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.
	 
	 	      (g) “Top Heavy Group” means an Aggregation Group in which, as
of the Determination Date, the sum of:




		
	 	(1) the Present Value of Accrued Benefits of Key Employees
under all defined benefit plans included in the group, and



-16-











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




	2.3	 	POWERS AND RESPONSIBILITIES OF THE EMPLOYER




		
	 	      (a) The Employer shall be empowered to appoint and remove the
Trustee and the Administrator from time to time as it deems
necessary for the proper administration of the Plan to assure that
the Plan is being operated for the exclusive benefit of the
Participants and their Beneficiaries in accordance with the terms
of the Plan, the Code, and the Act.
	 
	 	      (b) The Employer shall establish a “funding policy and
method,” i.e., it shall determine whether the Plan has a short run
need for liquidity (e.g., to pay benefits) or whether liquidity is
a long run goal and investment growth (and stability of same) is a
more current need, or shall appoint a qualified person to do so.
The Employer or its delegate shall communicate such needs and goals
to the Trustee, who shall coordinate such Plan needs with its
investment policy. The communication of such a “funding policy and
method” shall not, however, constitute a directive to the Trustee
as to investment of the Trust Funds. Such “funding policy and
method” shall be consistent with the objectives of this Plan and
with the requirements of Title I of the Act.
	 
	 	      (c) The Employer shall periodically review the performance of
any Fiduciary or other person to whom duties have been delegated or
allocated by it under the provisions of this Plan or pursuant to
procedures established hereunder. This requirement may be
satisfied by formal periodic review by the Employer or by a
qualified person specifically designated by the Employer, through
day-to-day conduct and evaluation, or through other appropriate
ways.




	2.4	 	DESIGNATION OF ADMINISTRATIVE AUTHORITY




		
	 	      The Employer shall appoint one (1) or more Administrators. Any
person, including, but not limited to, the Employees of the Employer,
shall be eligible to serve as an Administrator. Any person so appointed
shall signify his acceptance by filing written acceptance with the
Employer. An Administrator may resign by delivering his written
resignation to the Employer or be removed by the Employer by delivery of
written notice of removal, to take effect at a date specified therein, or
upon delivery to the Administrator if no date is specified.




		
	 	      The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Employer will function as
the Administrator.




	2.5	 	ALLOCATION AND DELEGATION OF RESPONSIBILITIES




		
	 	      If more than one (1) person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer
and accepted in writing by each Administrator. In the event that no such
delegation is made by the Employer, the Administrators may allocate the
responsibilities among themselves, in which event the



-17-











		
	 	Administrators shall notify the Employer and the Trustee in writing
of such action and specify the responsibilities of each Administrator.
The Trustee thereafter shall accept and rely upon any documents executed
by the appropriate Administrator until such time as the Employer or the
Administrators file with the Trustee a written revocation of such
designation.




	2.6	 	POWERS AND DUTIES OF THE ADMINISTRATOR




		
	 	      The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The
Administrator shall administer the Plan in accordance with its terms and
shall have the power and discretion to construe the terms of the Plan and
to determine all questions arising in connection with the administration,
interpretation, and application of the Plan. Any such determination by
the Administrator shall be conclusive and binding upon all persons. The
Administrator may establish procedures, correct any defect, supply any
information, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory
manner based upon uniform principles consistently applied and shall be
consistent with the intent that the Plan shall continue to be deemed a
qualified plan under the terms of Code Section 401(a), and shall comply
with the terms of the Act and all regulations issued pursuant thereto.
The Administrator shall have all powers necessary or appropriate to
accomplish his duties under this Plan.




		
	 	      The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:




		
	 	      (a) the discretion to determine all questions relating to the
eligibility of Employees to participate or remain a Participant
hereunder and to receive benefits under the Plan;




		
	 	      (b) to compute, certify, and direct the Trustee with respect
to the amount and the kind of benefits to which any Participant
shall be entitled hereunder;




		
	 	      (c) to authorize and direct the Trustee with respect to all
nondiscretionary or otherwise directed disbursements from the
Trust;




		
	 	      (d) to maintain all necessary records for the administration
of the Plan;




		
	 	      (e) to interpret the provisions of the Plan and to make and
publish such rules for regulation of the Plan as are consistent
with the terms hereof;




		
	 	      (f) to determine the size and type of any Contract to be
purchased from any insurer, and to designate the insurer from which
such Contract shall be purchased;



-18-









		
	 	      (g) to compute and certify to the Employer and to the Trustee
from time to time the sums of money necessary or desirable to be
contributed to the Plan;




		
	 	      (h) to consult with the Employer and the Trustee regarding the
short and long-term liquidity needs of the Plan in order that the
Trustee can exercise any investment discretion in a manner designed
to accomplish specific objectives;




		
	 	      (i) to prepare and implement a procedure to notify Eligible
Employees that they may elect to have a portion of their
Compensation deferred or paid to them in cash;




		
	 	      (j) to assist any Participant regarding his rights, benefits,
or elections available under the Plan.




	2.7	 	RECORDS AND REPORTS




		
	 	      The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data that may be
necessary for proper administration of the Plan and shall be responsible
for supplying all information and reports to the Internal Revenue
Service, Department of Labor, Participants, Beneficiaries and others as
required by law.




	2.8	 	APPOINTMENT OF ADVISERS




		
	 	      The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, and other
persons as the Administrator or the Trustee deems necessary or desirable
in connection with the administration of this Plan.




	2.9	 	INFORMATION FROM EMPLOYER




		
	 	      To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all
matters relating to the Compensation of all Participants, their Hours of
Service, their Years of Service, their retirement, death, disability, or
termination of employment, and such other pertinent facts as the
Administrator may require; and the Administrator shall advise the Trustee
of such of the foregoing facts as may be pertinent to the Trustee’s
duties under the Plan. The Administrator may rely upon such information
as is supplied by the Employer, and shall have no duty or responsibility
to verify such information.




	2.10	 	PAYMENT OF EXPENSES




		
	 	      All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses
incident to the functioning of the Administrator, including, but not
limited to, fees of accountants, counsel, and other specialists and their
agents, and other costs of administering the Plan. Until paid, the
expenses shall constitute a liability of the Trust Fund. However, the
Employer may reimburse the Trust Fund for any administration expense
incurred.



-19-











	2.11	 	MAJORITY ACTIONS




		
	 	      Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more
than one Administrator, they shall act by a majority of their number, but
may authorize one or more of them to sign all papers on their behalf.




	2.12	 	CLAIMS PROCEDURE




		
	 	      Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within ninety (90) days after the application
is filed. In the event the claim is denied, the reasons for the denial
shall be specifically set forth in the notice in language calculated to
be understood by the claimant, pertinent provisions of the Plan shall be
cited, and, where appropriate, an explanation as to how the claimant can
perfect the claim will be provided. In addition, the claimant shall be
furnished with an explanation of the Plan’s claims review procedure,




	2.13	 	CLAIMS REVIEW PROCEDURE




		
	 	      Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to
Section 2.12 shall be entitled to request the Administrator to give
further consideration to his claim by filing with the Administrator (on a
form which may be obtained from the Administrator) a request for a
hearing. Such request, together with a written statement of the reasons
why the claimant believes his claim should be allowed, shall be filed
with the Administrator no later than sixty (60) days after receipt of
the written notification provided for in Section 2.12. The Administrator
shall then conduct a hearing within the next sixty (60) days, at which
the claimant may be represented by an attorney or any other
representative of his choosing and at which the claimant shall have an
opportunity to submit written and oral evidence and arguments in support
of his claim. At the hearing (or prior thereto upon five (5) business
days written notice to the Administrator) the claimant or his
representative shall have an opportunity to review all documents in the
possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause
a court reporter to attend the hearing and record the proceedings. In
such event, a complete written transcript of the proceedings shall be
furnished to both parties by the court reporter. The full expense of any
such court reporter and such transcripts shall be borne by the party
causing the court reporter to attend the hearing. A final decision as to
the allowance of the claim shall be made by the Administrator within
sixty (60) days of receipt of the appeal (unless there has been an
extension of sixty (60) days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to
the claimant within the sixty (60)-day period). Such communication shall
be written in a manner calculated to be understood by the claimant and
shall include specific reasons for the decision and specific references
to the pertinent Plan provisions on which the decision is based.



-20-










ARTICLE III

ELIGIBILITY



	3.1	 	CONDITIONS OF ELIGIBILITY




		
	 	      Any Eligible Employee who has completed 3 (three) Months of Service
(as defined in Section 1.57) commencing with the first working day of the
month coinciding with or, next following the Employee’s date of hire and
ending at the completion of the third calendar month thereafter shall be
eligible to participate hereunder as of the date he has satisfied such
requirements. However, any Employee who was a Participant in the Plan
prior to the effective date of this amendment and restatement shall
continue to participate in the Plan. The Employer shall give each
prospective Eligible Employee written notice of his eligibility to
participate in the Plan prior to the close of the Plan Year in which he
first becomes an Eligible Employee.




		
	 	      For purposes of this Section, an Eligible Employee will be deemed to
have completed 3 (three) Months of Service if he is in the employ of the
Employer at any time 3 (three) months after his employment commencement
date. Employment commencement date shall be the first day that he is
entitled to be credited with an Hour of Service for the performance duty.




	3.2	 	APPLICATION FOR PARTICIPATION




		
	 	      In order to become a Participant hereunder, each Eligible Employee
shall make application to the Employer for participation in the Plan and
agree to the terms hereof. Upon the acceptance of any benefits under
this Plan, such Employee shall automatically be deemed to have made
application and shall be bound by the terms and conditions of the Plan
and all amendments hereto.




	3.3	 	EFFECTIVE DATE OF PARTICIPATION




		
	 	      An Eligible Employee shall become a Participant effective as of the
first day of the calendar month coinciding with or next following the
date such Employee met the eligibility requirements of Section 3.1,
provided said Employee was still employed as of such date (or if not
employed on such date, as of the date of rehire if a 1-Year Break in
Service has not occurred).




	3.4	 	DETERMINATION OF ELIGIBILITY




		
	 	      The Administrator shall determine the eligibility of each Employee
for participation in the Plan based upon information furnished by the
Employer. Such determination shall be conclusive and binding upon all
persons, as long as the same is made pursuant to the Plan and the Act.
Such determination shall be subject to review per Section 2.13.




	3.5	 	TERMINATION OF ELIGIBILITY




		
	 	      (a) In the event a Participant shall go from a classification
of an Eligible Employee to an ineligible Employee, such Former
Participant shall continue to vest in his interest in the Plan for
each Year of Service completed while a noneligible Employee, until
such time as his Participant’s Account shall



-21-









		
	 	be forfeited or distributed pursuant to the terms of the Plan.
Additionally, his interest in the Plan shall continue to share in
the earnings of the Trust Fund.




		
	 	      (b) In the event a Participant is no longer a member of an eligible
class of Employees and becomes ineligible to participate, such
Employee will participate immediately upon returning to an eligible
class of Employees, notwithstanding his length of absence or
nonparticipation. Furthermore, (i) separate periods of employment
with the Employer shall be aggregated for purposes of determining
whether an Employee has met the eligibility requirements of Section
3.1; and (ii) if an Employee terminates employment with the
Employer but is rehired before the first anniversary of such
termination, the period of absence will be included in his Months
of Service.




	3.6	 	OMISSION OF ELIGIBLE EMPLOYEE




		
	 	      If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such
omission is not made until after a contribution by his Employer for the
year has been made, the Employer shall make a subsequent contribution
with respect to the omitted Employee in the amount which the said
Employer would have contributed with respect to him had he not been
omitted. Such contribution shall be made regardless of whether or not it
is deductible in whole or in part in any taxable year under applicable
provisions of the Code.




	3.7	 	INCLUSION OF INELIGIBLE EMPLOYEE




		
	 	      If, in any Plan Year, any person who should not have been included
as a Participant in the Plan is erroneously included and discovery of
such incorrect inclusion is not made until after a contribution for the
year has been made, the Employer shall not be entitled to recover the
contribution made with respect to the ineligible person regardless of
whether or not a deduction is allowable with respect to such
contribution. In such event, the amount contributed with respect to the
ineligible person shall constitute a Forfeiture (except for Deferred
Compensation which shall be distributed to the ineligible person) for the
Plan Year in which the discovery is made.




	3.8	 	ELECTION NOT TO PARTICIPATE




		
	 	      An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to
participate must be communicated to the Employer, in writing, at least
thirty (30) days before the beginning of a Plan Year.



-22-










ARTICLE IV

CONTRIBUTION AND ALLOCATION



	4.1	 	FORMULA FOR DETERMINING EMPLOYER’S CONTRIBUTION




		
	 	      For each Plan Year, the Employer shall contribute to the Plan:




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




		
	 	      (b) A discretionary amount, which amount shall be deemed an
Employer’s Non-Elective-Contribution.




		
	 	      (c) Notwithstanding the foregoing, however, the Employer’s
contributions for any Plan Year shall not exceed the maximum amount
allowable as a deduction to the Employer under the provisions of
Code Section 404. All contributions by the Employer shall be made
in cash or in such property as is acceptable to the Trustee.




		
	 	      (d) Except, however, to the extent necessary to provide the
top heavy minimum allocations, the Employer shall make a
contribution even if it exceeds the amount which is deductible
under Code Section 404.




	4.2	 	PARTICIPANT’S SALARY REDUCTION ELECTION




		
	 	      (a) Each Participant may elect to defer a portion of his
Compensation which would have been received in the Plan Year
(except for the deferral election) by up to the maximum amount
which will not cause the Plan to violate the provisions of Sections
4.5(a) and 4.7, or cause the Plan to exceed the maximum amount
allowable as a deduction to the Employer under Code Section 404. A
deferral election (or modification of an earlier election) may not
be made with respect to Compensation which is currently available
on or before the date the Participant executed such election.




		
	 	            The amount by which Compensation is reduced shall be that
Participant’s Deferred Compensation and be treated as an Employer
Elective Contribution and allocated to that Participant’s Elective
Account.




		
	 	            An Eligible Employee who is hired by the Employer after a date
to be established by the Board of Directors of the Employer in a
duly executed Board resolution, will be deemed to have entered into
a salary reduction election with the Employer of three percent (3%)
(or such other percent as specified by the Board in such
resolution) of his Compensation unless and until such Eligible
Employee elects a different deferral percentage or elects to cease
making salary reductions in accordance with the Section 4.2.
Notwithstanding anything to the contrary in this Section 4.2, the
automatic salary reduction described in the prior sentence will
become effective as of the first payroll period which begins after
an Employee who has met the eligibility requirements in Article
III, is given notice



-23-









		
	 	that such automatic salary reduction will begin, in accordance
with procedures established and uniformly applied by the Plan
Administrator or its delegate.




		
	 	      (b) The balance in each Participant’s Elective Account shall
be fully Vested at all times and shall not be subject to Forfeiture
for any reason.




		
	 	      (c) A Participant’s Deferred Compensation made under this Plan
and all other plans, contracts or arrangements of the Employer
maintaining this Plan shall not exceed, during any taxable year of
the participant, the limitation imposed by Code Section 402(g), as
in effect at the beginning of such taxable year. If such dollar
limitation is exceeded, a participant will be deemed to have
notified the Administrator of such excess amount which shall be
distributed in a manner consistent with Section 4.2(e). The dollar
limitation shall be adjusted annually pursuant to the method
provided in Code Section 415(d) in accordance with Regulations.




		
	 	      (d) In the event a participant has received a hardship
distribution from his Participant’s Elective Account pursuant to
Section 6.11 or pursuant to Regulation 1.401 (k)-1(d)(2)(iv)(B)
from any other plan maintained by the Employer, then such
Participant shall not be permitted to elect to have Deferred
Compensation contributed to the Plan on his behalf for a period of
twelve (12) months following the receipt of the distribution.
Furthermore, the dollar limitation under Code Section 402(g) shall
be reduced, with respect to the Participant’s taxable year
following the taxable year in which the hardship distribution was
made, by the amount of such Participant’s Deferred Compensation, if
any, pursuant to this Plan (and any other plan maintained by the
Employer) for the taxable year of the hardship distribution.




		
	 	      (e) If a Participant’s Deferred Compensation under this Plan
together with any elective deferrals (as defined in Regulation
1.402(g)-l(b)) under another qualified cash or deferred arrangement
(as defined in Code Section 401(k)), a simplified employee pension
(as defined in Code Section 408(k)), a salary reduction arrangement
(within the meaning of Code Section 3121(a)(5)(D)), a deferred
compensation plan under Code Section 457, or a trust described in
Code Section 501(c)(18) cumulatively exceed the limitation imposed
by Code Section 402(g) (as adjusted annually in accordance with the
method provided in Code Section 415(d) pursuant to Regulations) for
such Participant’s taxable year, the Participant may, not later
than March 1 following the close of the Participant’s taxable year,
notify the Administrator in writing of such excess and request that
his Deferred Compensation under this Plan be reduced by an amount
specified by the Participant. In such event, the Administrator may
direct the Trustee to distribute such excess amount (and any Income
allocable to such excess amount) to the Participant not later than
the first April 15th following the close of the Participant’s
taxable year. Distributions in accordance with this paragraph may
be made for any taxable year of the Participant which begins after
December 31, 1986. Any distribution of less than the entire amount
of Excess Deferred Compensation and Income shall be treated as a
pro rata distribution of Excess Deferred Compensation and Income.
The amount distributed shall not exceed the Participant’s Deferred
Compensation under the Plan for the taxable year. Any distribution
on or before the last day of the Participant’s taxable year must
satisfy each of the following conditions:



-24-











		
	 	(1) the distribution must be made after the date on which the
Plan received the Excess Deferred Compensation;




		
	 	(2) the Participant shall designate the distribution as
Excess Deferred Compensation; and




		
	 	(3) the Plan must designate the distribution as a
distribution of Excess Deferred Compensation.




		
	 	      (f) Notwithstanding Section 4.2(e) above, a Participant’s
Excess Deferred Compensation shall be reduced, but not below zero
(0), by any distribution of Excess Contributions pursuant to
Section 4.6(a) for the Plan Year beginning with or within the
taxable year of the Participant.




		
	 	      (g) At Normal Retirement Date, or such other date when the
Participant shall be entitled to receive benefits, the fair market
value of the Participant’s Elective Account shall be used to
provide additional benefits to the Participant or his Beneficiary.




		
	 	      (h) All amounts allocated to a Participant’s Elective Account
may be treated as a Directed Investment Account pursuant to Section
4.10.




		
	 	      (i) Employer Elective Contributions made pursuant to this
Section may be segregated into a separate account for each
Participant in a federally insured savings account, certificate of
deposit in a bank or savings and loan association, money market
certificate, or other short-term debt security acceptable to the
Trustee until such time as the allocations pursuant to Section 4.4
have been made.




		
	 	      (j) The Employer and the Administrator shall implement the
salary reduction elections provided for herein in accordance with
the following:




		
	 	(1) A Participant may commence making elective deferrals to
the Plan only after first satisfying the eligibility and
participation requirements specified in Article III.
However, the Participant must make his initial salary
deferral election within a reasonable time, not to exceed
thirty (30) days, after entering the Plan pursuant to Section
3.3. If the Participant fails to make an initial salary
deferral election within such time, then such Participant may
thereafter make an election in accordance with the rules
governing modifications. The Participant shall make such an
election by entering into a written salary reduction
agreement with the Employer and filing such agreement with
the Administrator. Such election shall initially be
effective beginning with the pay period following the
acceptance of the salary reduction agreement by the
Administrator, shall not have retroactive effect and shall
remain in force until revoked.




		
	 	(2) A Participant may modify a prior election during the Plan
Year and concurrently make a new election by filing a written
notice with the Administrator within a reasonable time before
the pay period for which such modification is to be
effective. However, modifications to a salary deferral
election shall only be permitted twice a year, during
election



-25-











		
	 	periods established by the Administrator prior to the first
day of January and July each year. Notwithstanding the
foregoing, effective September 1, 2001, a Participant may
modify his deferral election any day of the Plan Year. Any
modification shall not have retroactive effect and shall
remain in force until revoked.




		
	 	(3) A Participant may elect to prospectively revoke his
salary reduction agreement in its entirety at any time during
the Plan Year by providing the Administrator with thirty (30)
days written notice of such revocation (or upon such shorter
notice period as may be acceptable to the Administrator).
Such revocation shall become effective as of the beginning of
the first pay period coincident with or next following the
expiration of the notice period. Furthermore, the
termination of the Participant’s employment, or the cessation
of participation for any reason, shall be deemed to revoke
any salary reduction agreement then in effect, effective
immediately following the close of the pay period within
which such termination or cessation occurs.




	4.3	 	TIME OF PAYMENT OF EMPLOYER’S CONTRIBUTION




		
	 	      The Employer shall generally pay to the Trustee its contribution to
the Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the filing of the Employer’s federal income tax
return for the Fiscal Year, or such other earlier time as determined in
the discretion of the Employer, such as quarterly.




		
	 	      However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which
such contributions can reasonably be segregated from the Employer’s
general assets, but in any event no later than the 15th business day of
the month following the month in which contributions would otherwise have
been payable to the Participant in cash. The provisions of Department of
Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore, any additional Employer contributions which are allocable to
the Participant’s Elective Account for a Plan Year shall be paid to the
Plan no later than the twelve-month period immediately following the
close of such Plan Year.




	4.4	 	ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS




		
	 	      (a) The Administrator shall establish and maintain an account
in the name of each Participant to which the Administrator shall
credit as of each Anniversary Date, or such other earlier date as
selected by the Plan Administrator in its sole discretion, all
amounts allocated to each such Participant as set forth herein.




		
	 	      (b) The Employer shall provide the Administrator with all
information required by the Administrator to make a proper
allocation of the Employer’s contributions for each Plan Year.
Within a reasonable period of time after the date of receipt by the
Administrator of such information, the Administrator shall allocate
such contribution as follows:




		
	 	(1) With respect to the Employer’s Elective Contribution made
pursuant to Section 4.1(a), to each Participant’s Elective
Account in an



-26-











		
	 	amount equal to each such Participant’s Deferred Compensation
for the year.




		
	 	(2) With respect to the Employer’s Non-Elective Contribution
made pursuant to Section 4.1(b), to each Participant’s
Account in the same proportion that each such Participant’s
Compensation for the year bears to the total Compensation of
all Participants for such year.




		
	 	For periods prior to April 1, 1998, only Participants who
have completed a Year of Service during the Plan Year and are
actively employed on the last day of the Plan Year shall be
eligible to share in the discretionary contribution for the
year.




		
	 	For periods between April 1, 1998 and December 31, 1998, six
(6) Months of Service is substituted for “Year of Service” in
the previous sentence. Notwithstanding the foregoing, (for
periods on and after January 1, 1999), only Participants who
have worked 250 hours during a calendar quarter and who are
employed on the last day of such a calendar quarter shall be
eligible to share in the discretionary contribution for such
quarter.




		
	 	      (c) As of each Anniversary Date any amounts which became
Forfeitures since the last Anniversary Date shall first be made
available to reinstate previously forfeited account balances of
Former Participants, if any, in accordance with Section 6.4(f)(2).
The remaining Forfeitures, if any, shall be used to reduce the
contribution of the Employer hereunder for the Plan Year in which
such Forfeitures occur.




		
	 	      (d) For any Top Heavy Plan Year, Non-Key Employees not
otherwise eligible to share in the allocation of contributions as
provided above, shall receive the minimum allocation provided for
in Section 4.4(g) if eligible pursuant to the provisions of Section
4.4(i).




		
	 	      (e) Notwithstanding the foregoing, Participants who are not
actively employed on the last day of the Plan Year (or effective
January 1, 1999, the last day of the calendar quarter) due to
Retirement (Normal or Late) or death shall not share in the
allocation of contributions for that Plan Year (effective January
1, 1999, for that quarter).




		
	 	      (f) As of each Anniversary Date or other valuation date,
before the current valuation period allocation of Employer
contributions and after allocation of Forfeitures, any earnings or
losses (net appreciation or net depreciation) of the Trust Fund
shall be allocated in the same proportion that each Participant’s
and Former Participant’s nonsegregated accounts bear to the total
of all Participants’ and Former Participants’ nonsegregated
accounts as of such date.




		
	 	            Participants’ transfers from other qualified plans deposited
in the general Trust Fund shall share in any earnings and losses
(net appreciation or net depreciation) of the Trust Fund in the
same manner provided above. Each segregated account maintained on
behalf of a Participant shall be credited or charged with its
separate earnings and losses.




-27-









		
	 	      (g) Minimum Allocations Required for Top Heavy Plan Years:
Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum
of the Employer’s contributions allocated to the Participant’s
Combined Account of each Non-Key Employee shall be equal to at
least three percent (3%) of such Non-Key Employee’s “415
Compensation” (reduced by contributions and forfeitures, if any,
allocated to each Non-Key Employee in any defined contribution plan
included with this plan in a Required Aggregation Group). However,
if (1) the sum of the Employer’s contributions allocated to the
Participant’s Combined Account of each Key Employee for such Top
Heavy Plan Year is less than three percent (3%) of each Key
Employee’s “415 Compensation” and (2) this Plan is not required
to be included in an Aggregation Group to enable a defined benefit
plan to meet the requirements of Code Section 401(a)(4) or 410, the
sum of the Employer’s contributions allocated to the Participant’s
Combined Account of each Non-Key Employee shall be equal to the
largest percentage allocated to the Participant’s Combined Account
of any Key Employee. However, in determining whether a Non-Key
Employee has received the required minimum allocation, such Non-Key
Employee’s Deferred Compensation shall not be taken into account.
	 
	 	           However, no such minimum allocation shall be required in this
Plan for any Non-Key Employee who participates in another defined
contribution plan subject to Code Section 412 providing such
benefits included with this Plan in a Required Aggregation Group.
	 
	 	      (h) For purposes of the minimum allocations set forth above,
the percentage allocated to the Participant’s Combined Account of
any Key Employee shall be equal to the ratio of the sum of the
Employer’s contributions allocated on behalf of such Key Employee
divided by the “415 Compensation” for such Key Employee.
	 
	 	      (i) For any Top Heavy Plan Year, the minimum allocations set
forth above shall be allocated to the Participant’s Combined
Account of all Non-Key Employees who are Participants and who are
employed by the Employer on the last day of the Plan Year,
including Non-Key Employees who have (1) failed to complete a
Year of Service; and (2) declined to make mandatory
contributions (if required) or, in the case of a cash or deferred
arrangement, elective contributions to the Plan.
	 
	 	      (j) Notwithstanding anything herein to the contrary,
Participants who terminated employment for any reason during the
Plan Year shall share in the salary reduction contributions made by
the Employer for the year of termination without regard to the
Hours of Service credited.
	 
	 	      (k) If a Former Participant is reemployed after five (5)
consecutive 1-Year Breaks in Service, then separate accounts shall
be maintained as follows:




		
	 	(1) one account for nonforfeitable benefits attributable to
pre-break service; and
	 
	 	(2) one account representing his status in the Plan
attributable to post-break service.



-28-











		
	 	      (l) Notwithstanding anything to the contrary, for Plan Years
beginning after December 31, 1989, if this is a Plan that would
otherwise fail to meet the requirements of Code Sections
401(a)(26), 410(b)(1) or 410(b)(2)(A)(i) and the Regulations
thereunder because Employer contributions would not be allocated to
a sufficient number or percentage of Participants for a Plan Year,
then the following rules shall apply:




		
	 	(1) The group of Participants eligible to share in the
Employer’s contribution for the Plan Year shall be expanded
to include the minimum number of Participants who would not
otherwise be eligible as are necessary to satisfy the
applicable test specified above. The specific Participants
who shall become eligible under the terms of this paragraph
shall be those who are actively employed on the last day of
the Plan Year and, when compared to similarly situated
Participants, have completed the greatest number of Hours of
Service in the Plan Year.
	 
	 	(2) If after application of paragraph (1) above, the test is
still not satisfied, then the group of Participants eligible
to share in the Employer’s contribution for the Plan Year
shall be further expanded to include the minimum number of
Participants who are not actively employed on the last day of
the Plan Year as are necessary to satisfy the applicable
test. The specific Participants who shall become eligible to
share shall be those Participants, when compared to similarly
situated Participants, who have completed the greatest number
of Hours of Service in the Plan Year before terminating
employment.
	 
	 	(3) Nothing in this Section shall permit the reduction of a
Participant’s accrued benefit. Therefore, any amounts that
have previously been allocated to Participants may not be
reallocated to satisfy these requirements. In such event,
the Employer shall make an additional contribution equal to
the amount such affected Participants would have received had
they been included in the allocations, even if it exceeds the
amount which would be deductible under Code Section 404. Any
adjustment to the allocations pursuant to this paragraph
shall be considered a retroactive amendment adopted by the
last day of the Plan Year.
	 
	 	(4) Notwithstanding the foregoing, for any Top Heavy Plan
Year beginning after December 31, 1992, if the portion of
the Plan which is not a Code Section 401(k) or 401(m) plan
would fail to satisfy Code Section 410(b) if the coverage
tests were applied by treating those Participants whose only
allocation (under such portion of the Plan) would otherwise
be provided under the top heavy formula as if they were not
currently benefiting under the Plan, then, for purposes of
this Section 4.4(m), such Participants shall be treated as
not benefiting and shall therefore be eligible to be included
in the expanded class of Participants who will share in the
allocation provided under the Plan’s non top heavy formula.



4.5     ACTUAL DEFERRAL PERCENTAGE TESTS



		
	 	      (a) Maximum Annual Allocation: The annual allocation derived
from Employer Elective Contributions to a Participant’s Elective
Account shall satisfy one of the following tests:



-29-











		
	 	(1) The “Actual Deferral Percentage” for the Highly
Compensated Participant group shall not be more than the
“Actual Deferral Percentage” for the previous Plan Year of
the Non-Highly Compensated Participant group for the previous
Plan Year multiplied by 1.25, or
	 
	 	(2) The excess of the “Actual Deferral Percentage” for the
Highly Compensated Participant group over the “Actual
Deferral Percentage” for the previous Plan Year for the
Non-Highly Compensated Participant group for the previous
Plan Year shall not be more than two percentage points.
Additionally, the “Actual Deferral Percentage” for the Highly
Compensated Participant group shall not exceed the “Actual
Deferral Percentage” for the previous Plan Year for the
Non-Highly Compensated Participant group for the previous
Plan Year multiplied by 2. The provisions of Code Section
401(k)(3) and Regulation 1.401(k)-l(b) are incorporated
herein by reference.
	 
	 	However, for Plan Years beginning after December 31,
1988, in order to prevent the multiple use of the alternative
method described in (2) above and in Code Section
401(m)(9)(A), any Highly Compensated Participant eligible to
make elective deferrals pursuant to Section 4.2 and to make
Employee contributions or to receive matching contributions
under any other plan maintained by the Employer or an
Affiliated Employer shall have his actual contribution ratio
reduced pursuant to Regulation 1.401(m)-2, the provisions of
which are incorporated herein by reference.




		
	 	      (b) For the purposes of this Section “Actual Deferral
Percentage” means, with respect to the Highly Compensated
Participant group and Non-Highly Compensated Participant group for
a Plan Year, the average of the ratios, calculated separately for
each Participant in such group, of the amount of Employer Elective
Contributions allocated to each Participant’s Elective Account for
such Plan Year, to such Participant’s “414(s) Compensation” for
such Plan Year. The actual deferral ratio for each Participant and
the “Actual Deferral Percentage” for each group shall be calculated
to the nearest one-hundredth of one percent (.001%) for Plan Years
beginning after December 31, 1988. Employer Elective
Contributions allocated to each Non-Highly Compensated
Participant’s Elective Account shall be reduced by Excess Deferred
Compensation to the extent such excess amounts are made under this
Plan or any other plan maintained by the Employer.
	 
	 	      (c) For the purposes of this Section and Code Sections
401(a)(4), 410(b) and 401(k), if two (2) or more plans which
include cash or deferred arrangements are considered one plan for
the purposes of Code Section 401(a)(4) or 410(b) (other than Code
Section 410(b)(2)(A)(ii) as in effect for Plan Years beginning
after December 31, 1988), the cash or deferred arrangements
included in such plans shall be treated as one arrangement. In
addition, two or more cash or deferred arrangements may be
considered as a single arrangement for purposes of determining
whether or not such arrangements satisfy Code Sections 401(a)(4),
410(b) and 401(k). In such a case, the cash or deferred
arrangements included in such plans and the plans including such
arrangements shall be treated as one arrangement and as one plan
for purposes of this Section and Code Sections 401(a)(4), 410(b)
and 401(k). Plans may be aggregated under this paragraph (e) for
Plan Years beginning after December 31, 1989 only if they have
the same plan year.



-30-









		
	 	           Notwithstanding the above, for Plan Years beginning after
December 31, 1988, an employee stock ownership plan described
in Code Section 4975(e)(7) or 409 may not be combined with this
Plan for purposes of determining whether the employee stock
ownership plan or this Plan satisfies this Section and Code
Sections 401(a)(4), 410(b) and 401(k).
	 
	 	      (d) For the purposes of this Section, if a Highly Compensated
Participant is a Participant under two or more cash or deferred
arrangements (other than a cash or deferred arrangement which is
part of an employee stock ownership plan as defined in Code Section
4975(e)(7) or 409 for Plan Years beginning after December 31,
1988) of the Employer or an Affiliated Employer, all such cash or
deferred arrangements shall be treated as one cash or deferred
arrangement for the purpose of determining the actual deferral
ratio with respect to such Highly Compensated Participant.
However, for Plan Years beginning after December 31, 1988, if
the cash or deferred arrangements have different plan years, this
paragraph shall be applied by treating all cash or deferred
arrangements ending with or within the same calendar year as a
single arrangement.



4.6     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS



		
	 	      (a) If the Plan Administrator or its delegate determines that
a corrective distribution is required with respect to Elective
Contributions made for a Plan Year, the amount of the distribution
shall be determined in accordance with a leveling process (in
accordance with IRS Notice 97-2 or subsequent IRS guidance) under
which the actual deferral ratio of the Highly Compensated Employee
with the highest actual deferral ratio is reduced to the extent
required to (1) eliminate any excess deferral percentage entirely,
or (2) cause such Highly Compensated Employee’s actual deferral
ratio to equal the ratio of the Highly Compensated Employee with
the next highest actual deferral ratio, such process to be repeated
until the excess deferral percentage is eliminated. After the
leveling process described in the preceding sentence is performed,
the total dollar amount of Elective Contributions reduced by such
process (the “Excess Contribution”) is determined. This total
Excess Contribution is then allocated to Highly Compensated
Employees, beginning with the Highly Compensated Employee with the
highest dollar amount of Elective Contributions. Such Highly
Compensated Employee shall have his Elective Contributions reduced
to the greater of: (i) the highest dollar amount of Elective
Contributions that can be made without violating the limits of
Section 3.9 and Code Section 401(k)(3), or (ii) the next highest
dollar amount of Elective Contributions of any Highly Compensated
Employee. Such process is repeated until the Excess Contribution
is eliminated. After the reduction process is completed, the
Excess Contributions and related earnings shall be distributed.
However, in determining the amount of Excess Contributions to be
distributed with respect to an affected Highly Compensated
Participant as determined herein, such amount shall be reduced by
any Excess Deferred Compensation previously distributed to such
affected Highly Compensated Participant for his taxable year ending
with or within such Plan Year.



-31-











		
	 	(1) With respect to the distribution of Excess Contributions
pursuant to (a) above, such distribution:




		
	 	      (i) may be postponed but not later than the close of
the Plan Year following the Plan Year to which they are
allocable;




		
	 	      (ii) shall be adjusted for Income; and






		
	 	      (iii) shall be designated by the Employer as a
distribution of Excess Contributions (and Income).




		
	 	(2) Any distribution of less than the entire amount of Excess
Contributions shall be treated as a pro rata distribution of
Excess Contributions and Income.




		
	 	      (b) Within twelve (12) months after the end of the Plan Year,
the Employer may make a special Qualified Non-Elective Contribution
on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy one of the tests set forth in
Section 4.5(a). Such contribution shall be allocated to the
Participant’s Elective Account of each Non-Highly Compensated
Participant in the same proportion that each Non-Highly Compensated
Participant’s Compensation for the year bears to the total
Compensation of all Non-Highly Compensated Participants.
	 
	 	      (c) If during a Plan Year the projected aggregate amount of
Elective Contributions to be allocated to all Highly Compensated
Participants under this Plan would, by virtue of the tests set
forth in Section 4.5(a), cause the Plan to fail such tests, then
the Administrator may automatically reduce proportionately or in
the order provided in Section 4.6(a) each affected Highly
Compensated Participant’s deferral election made pursuant to
Section 4.2 by an amount necessary to satisfy one of the tests set
forth in Section 4.5(a).



4.7     MAXIMUM ANNUAL ADDITIONS



		
	 	      (a) Notwithstanding the foregoing, the maximum “annual
additions” credited to a Participant’s accounts for any “limitation
year” shall equal the lesser of: (1) $30,000 or (2) twenty-five
percent (25%) of the Participant’s “415 Compensation” for such
“limitation year.” For any short “limitation year,” the dollar
limitation in (1) above shall be reduced by a fraction, the
numerator of which is the number of full months in the short
“limitation year” and the denominator of which is twelve (12).
	 
	 	      (b) For purposes of applying the limitations of Code Section
415, “annual additions” means the sum credited to a Participant’s
accounts for any “limitation year” of (1) Employer
contributions, (2) Employee contributions, (3) forfeitures,
(4) amounts allocated, after March 31, 1984, to an individual
medical account, as defined in Code Section 415(l)(2) which is part
of a pension or annuity plan maintained by the Employer and
(5) amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date,
which are attributable to post-retirement medical benefits
allocated to the separate account of a key employee (as defined in
Code Section 419A(d)(3)) under a welfare benefit plan (as defined
in Code Section 419(e))



-32-









		
	 	maintained by the Employer. Except, however, the “415
Compensation” percentage limitation referred to in paragraph (a)(2)
above shall not apply to: (1) any contribution for medical
benefits (within the meaning of Code Section 419A(f)(2)) after
separation from service which is otherwise treated as an “annual
addition,” or (2) any amount otherwise treated as an “annual
addition” under Code Section 415(l)(1).
	 
	 	      (c) For purposes of applying the limitations of Code Section
415, the transfer of funds from one qualified plan to another is
not an annual addition. In addition, the following are not
Employee contributions for the purposes of Section 4.7(b)(2):
(1) rollover contributions (as defined in Code Sections
402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments
of loans made to a Participant from the Plan; (3) repayments of
distributions received by an Employee pursuant to Code Section
411(a)(7)(B) (cash-outs); (4) repayments of distributions
received by an Employee pursuant to Code Section 411(a)(3)(D)
(mandatory contributions); and (5) Employee contributions to a
simplified employee pension excludable from gross income under Code
Section 408(k)(6).
	 
	 	      (d) For purposes of applying the limitations of Code Section
415, the “limitation year” shall be the Plan Year.
	 
	 	      (e) The dollar limitation under Code Section 415(b)(1)(A)
stated in paragraph (a)(1) above shall be adjusted annually as
provided in Code Section 415(d) pursuant to the Regulations. The
adjusted limitation is effective as of January 1st of each
calendar year and is applicable to “limitation years” ending with
or within that calendar year.
	 
	 	      (f) For the purpose of this Section, all qualified defined
benefit plans (whether terminated or not) ever maintained by the
Employer shall be treated as one defined benefit plan, and all
qualified defined contribution plans (whether terminated or not)
ever maintained by the Employer shall be treated as one defined
contribution plan.
	 
	 	      (g) For the purpose of this Section, if the Employer is a
member of a controlled group of corporations, trades or businesses
under common control (as defined by Code Section 1563(a) or Code
Section 414(b) and (c) as modified by Code Section 415(h)), is a
member of an affiliated service group (as defined by Code Section
414(m)), or is a member of a group of entities required to be
aggregated pursuant to Regulations under Code Section 414(o), all
Employees of such Employers shall be considered to be employed by a
single Employer.
	 
	 	      (h) (1) If a Participant participates in more than one
defined contribution plan maintained by the Employer which have
different Anniversary Dates, the maximum “annual additions” under
this Plan shall equal the maximum “annual additions” for the
“limitation year” minus any “annual additions” previously credited
to such Participant’s accounts during the “limitation year.”




		
	 	(2) If a Participant participates in both a defined
contribution plan subject to Code Section 412 and a defined
contribution plan not subject to Code Section 412 maintained
by the Employer which have the same



-33-











		
	 	Anniversary Date, “annual additions” will be credited to the
Participant’s accounts under the defined contribution plan
subject to Code Section 412 prior to crediting “annual
additions” to the Participant’s accounts under the defined
contribution plan not subject to Code Section 412.
	 
	 	(3) If a Participant participates in more than one defined
contribution plan not subject to Code Section 412 maintained
by the Employer which have the same Anniversary Date, the
maximum “annual additions” under this Plan shall equal the
product of (A) the maximum “annual additions” for the
“limitation year” minus any “annual additions” previously
credited under subparagraphs (1) or (2) above, multiplied by
(B) a fraction (i) the numerator of which is the “annual
additions” which would be credited to such Participant’s
accounts under this Plan without regard to the limitations of
Code Section 415 and (ii) the denominator of which is such
“annual additions” for all plans described in this
subparagraph.




		
	 	      (i) For Plan years beginning prior to January 1, 2000, if an
Employee is (or has been) a Participant in one or more defined
benefit plans and one or more defined contribution plans maintained
by the Employer, the sum of the defined benefit plan fraction and
the defined contribution plan fraction for any “limitation year”
may not exceed 1.0.
	 
	 	      (j) The defined benefit plan fraction for any “limitation
year” is a fraction, the numerator of which is the sum of the
Participant’s projected annual benefits under all the defined
benefit plans (whether or not terminated) maintained by the
Employer, and the denominator of which is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined for
the “limitation year” under Code Sections 415(b) and (d) or one
hundred forty percent (140%) of the highest average compensation,
including any adjustments under Code Section 415(b).
	 
	 	           Notwithstanding the above, if the Participant was a
Participant as of the first day of the first “limitation year”
beginning after December 31, 1986, in one or more defined
benefit plans maintained by the Employer which were in existence on
May 6, 1986, the denominator of this fraction will not be less than
one hundred twenty-five percent (125%) of the sum of the annual
benefits under such plans which the Participant had accrued as of
the close of the last “limitation year” beginning before
January 1, 1987, disregarding any changes in the terms and
conditions of the plan after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the
aggregate satisfied the requirements of Code Section 415 for all
“limitation years” beginning before January 1, 1987.
	 
	 	      (k) The defined contribution plan fraction for any “limitation
year” is a fraction, the numerator of which is the sum of the
annual additions to the Participant’s Account under all the defined
contribution plans (whether or not terminated) maintained by the
Employer for the current and all prior “limitation years”
(including the annual additions attributable to the Participant’s
nondeductible Employee contributions to all defined benefit plans,
whether or not terminated, maintained by the Employer, and the
annual additions attributable to all welfare benefit funds, as
defined in Code Section 419(e), and individual



-34-









		
	 	medical accounts, as defined in Code Section 415(l)(2),
maintained by the Employer), and the denominator of which is the
sum of the maximum aggregate amounts for the current and all prior
“limitation years” of service with the Employer (regardless of
whether a defined contribution plan was maintained by the
Employer). The maximum aggregate amount in any “limitation year”
is the lesser of one hundred twenty-five percent (125%) of the
dollar limitation determined under Code Sections 415(b) and (d) in
effect under Code Section 415(c)(1)(A) or thirty-five percent (35%)
of the Participant’s Compensation for such year.




		
	 	           For Plan Years beginning prior to January 1, 2000, if the Employee
was a Participant as of the end of the first day of the first “limitation
year” beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum
of this fraction and the defined benefit fraction would otherwise exceed
1.0 under the terms of this Plan. Under the adjustment, an amount equal
to the product of (1) the excess of the sum of the fractions over 1.0
times (2) the denominator of this fraction, will be permanently
subtracted from the numerator of this fraction. The adjustment is
calculated using the fractions as they would be computed as of the end of
the last “limitation year” beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the Plan made
after May 5, 1986, but using the Code Section 415 limitation applicable
to the first “limitation year” beginning on or after January 1, 1987.
The annual addition for any “limitation year” beginning before
January 1, 1987 shall not be recomputed to treat all Employee
contributions as annual additions.




		
	 	      (l) Notwithstanding the foregoing, for any “limitation year”
in which the Plan is a Top Heavy Plan, one hundred percent (100%)
shall be substituted for one hundred twenty-five percent (125%) in
Sections 4.7(k) and 4.7(l) unless the extra minimum allocation is
being provided pursuant to Section 4.4. However, for any
“limitation year” in which the Plan is a Super Top Heavy Plan, one
hundred percent (100%) shall be substituted for one hundred
twenty-five percent (125%) in any event.
	 
	 	      (m) Notwithstanding anything contained in this Section to the
contrary, the limitations, adjustments and other requirements
prescribed in this Section shall at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the
terms of which are specifically incorporated herein by reference.



4.8     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS



		
	 	      (a) If, as a result of a reasonable error in estimating a
Participant’s Compensation, 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 Participant under
the limits of Section 4.7 or other facts and circumstances to which
Regulation 1.415-6(b)(6) shall be applicable, the “annual
additions” under this Plan would cause the maximum “annual
additions” to be exceeded for any Participant, the Administrator
shall (1) distribute any elective deferrals (within the meaning
of Code Section 402(g)(3)) or return any voluntary Employee
contributions credited for the “limitation year” to the extent that
the return would reduce the “excess amount” in the Participant’s
accounts (2) hold any “excess



-35-









		
	 	amount” remaining after the return of any elective deferrals
or voluntary Employee contributions in a “Section 415 suspense
account” (3) use the “Section 415 suspense account” in the next
“limitation year” (and succeeding “limitation years” if necessary)
to reduce Employer contributions for that Participant if that
Participant is covered by the Plan as of the end of the “limitation
year,” or if the Participant is not so covered, allocate and
reallocate the “Section 415 suspense account” in the next
“limitation year” (and succeeding “limitation years” if necessary)
to all Participants in the Plan before any Employer or Employee
contributions which would constitute “annual additions” are made to
the Plan for such “limitation year” (4) reduce Employer
contributions to the Plan for such “limitation year” by the amount
of the “Section 415 suspense account” allocated and reallocated
during such “limitation year.”
	 
	 	      (b) For purposes of this Article, “excess amount” for any
Participant for a “limitation year” shall mean the excess, if any,
of (1) the “annual additions” which would be credited to his
account under the terms of the Plan without regard to the
limitations of Code Section 415 over (2) the maximum “annual
additions” determined pursuant to Section 4.7.
	 
	 	      (c) For purposes of this Section, “Section 415 suspense
account” shall mean an unallocated account equal to the sum of
“excess amounts” for all Participants in the Plan during the
“limitation year.” The “Section 415 suspense account” shall not
share in any earnings or losses of the Trust Fund.



4.9     TRANSFERS FROM QUALIFIED PLANS



		
	 	      (a) With the consent of the Administrator, amounts may be
transferred from other qualified plans by Employees, provided that
the trust from which such funds are transferred permits the
transfer to be made and the transfer will not jeopardize the tax
exempt status of the Plan or Trust or create adverse tax
consequences for the Employer. The amounts transferred shall be
set up in a separate account herein referred to as a “Participant’s
Rollover Account.” Such account shall be fully Vested at all times
and shall not be subject to Forfeiture for any reason.
	 
	 	      (b) Amounts in a Participant’s Rollover Account shall be held
by the Trustee pursuant to the provisions of this Plan and may not
be withdrawn by, or distributed to the Participant, in whole or in
part, except as provided in paragraphs (c) and (d) of this Section.
	 
	 	      (c) Except as permitted by Regulations (including Regulation
1.411(d)-4), amounts attributable to elective contributions (as
defined in Regulation 1.401(k)-1(g)(3)), including amounts treated
as elective contributions, which are transferred from another
qualified plan in a plan-to-plan transfer shall be subject to the
distribution limitations provided for in Regulation 1.401(k)-1(d).
	 
	 	      (d) At Normal Retirement Date, or such other date when the
Participant or his Beneficiary shall be entitled to receive
benefits, the fair market value of the Participant’s Rollover
Account shall be used to provide additional benefits to the
Participant or his Beneficiary. Any distributions of amounts held
in a Participant’s Rollover Account shall be made in a manner which
is consistent



-36-









		
	 	with and satisfies the provisions of Section 6.5, including,
but not limited to, all notice and consent requirements of Code
Section 411(a)(11) and the Regulations thereunder. Furthermore,
such amounts shall be considered as part of a Participant’s benefit
in determining whether an involuntary cash-out of benefits without
Participant consent may be made.
	 
	 	      (e) The Administrator may direct that employee transfers made
after a valuation date be segregated into a separate account for
each Participant in a federally insured savings account,
certificate of deposit in a bank or savings and loan association,
money market certificate, or other short term debt security
acceptable to the Trustee until such time as the allocations
pursuant to this Plan have been made, at which time they may remain
segregated or be invested as part of the general Trust Fund, to be
determined by the Administrator.
	 
	 	      (f) All amounts allocated to a Participant’s Rollover Account
may be treated as a Directed Investment Account pursuant to Section
4.10.
	 
	 	      (g) For purposes of this Section, the term “qualified plan”
shall mean any tax qualified plan under Code Section 401(a). The
term “amounts transferred from other qualified plans” shall mean:
(i) amounts transferred to this Plan directly from another
qualified plan; (ii) distributions from another qualified plan
which are eligible rollover distributions and which are either
transferred by the Employee to this Plan within sixty (60) days
following his receipt thereof or are transferred pursuant to a
direct rollover; (iii) amounts transferred to this Plan from a
conduit individual retirement account provided that the conduit
individual retirement account has no assets other than assets which
(A) were previously distributed to the Employee by another
qualified plan as a lump-sum distribution (B) were eligible
for tax-free rollover to a qualified plan and (C) were
deposited in such conduit individual retirement account within
sixty (60) days of receipt thereof and other than earnings on said
assets; and (iv) amounts distributed to the Employee from a
conduit individual retirement account meeting the requirements of
clause (iii) above, and transferred by the Employee to this Plan
within sixty (60) days of his receipt thereof from such conduit
individual retirement account.
	 
	 	      (h) Prior to accepting any transfers to which this Section
applies, the Administrator may require the Employee to establish
that the amounts to be transferred to this Plan meet the
requirements of this Section and may also require the Employee to
provide an opinion of counsel satisfactory to the Employer that the
amounts to be transferred meet the requirements of this Section.
	 
	 	      (i) This Plan shall not accept any direct or indirect
transfers (as that term is defined and interpreted under Code
Section 401(a)(11) and the Regulations thereunder) from a defined
benefit plan, money purchase plan (including a target benefit
plan), stock bonus or profit sharing plan which would otherwise
have provided for a life annuity form of payment to the
Participant.
	 
	 	      (j) Notwithstanding anything herein to the contrary, a
transfer directly to this Plan from another qualified plan (or a
transaction having the effect of such a transfer) shall only be
permitted if it will not result in the elimination or reduction of
any “Section 411(d)(6) protected benefit” as described in
Section 8.1.



-37-








4.10     DIRECTED INVESTMENT ACCOUNT



		
	 	      (a) The Administrator, in his sole discretion, may determine
that all Participants be permitted to direct the Trustee as to the
investment of all or a portion of the Vested interest in any one or
more of their individual account balances. If such authorization
is given, Participants may, subject to a procedure established by
the Administrator and applied in a uniform nondiscriminatory
manner, direct the Trustee in writing to invest the Vested portion
of their account in specific assets, specific funds or other
investments permitted under the Plan and the directed investment
procedure. That portion of the Vested account of any Participant
so directing will thereupon be considered a Directed Investment
Account, which shall not share in Trust Fund earnings.
	 
	 	      (b) A separate Directed Investment Account shall be
established for each Participant who has directed an investment.
Transfers between the Participant’s regular account and his
Directed Investment Account shall be charged and credited as the
case may be to each account. The Directed Investment Account shall
not share in Trust Fund earnings, but it shall be charged or
credited as appropriate with the net earnings, gains, losses and
expenses as well as any appreciation or depreciation in market
value during each Plan Year attributable to such account.



-38-








ARTICLE V

VALUATIONS


5.1     VALUATION OF THE TRUST FUND



		
	 	      The Administrator shall direct the Trustee, as of each Anniversary
Date, and at such other date or dates deemed necessary by the
Administrator, herein called “valuation date,” to determine the net worth
of the assets comprising the Trust Fund as it exists on the “valuation
date.” In determining such net worth, the Trustee shall value the assets
comprising the Trust Fund at their fair market value as of the “valuation
date” and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund.



5.2     METHOD OF VALUATION



		
	 	      In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last
traded on such exchange preceding the close of business on the “valuation
date.” If such securities were not traded on the “valuation date,” or if
the exchange on which they are traded was not open for business on the
“valuation date,” then the securities shall be valued at the prices at
which they were last traded prior to the “valuation date.” Any unlisted
security held in the Trust Fund shall be valued at its bid price next
preceding the close of business on the “valuation date,” which bid price
shall be obtained from a registered broker or an investment banker. In
determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise
such assets itself, or in its discretion, employ one or more appraisers
for that purpose and rely on the values established by such appraiser or
appraisers.



-39-








ARTICLE VI

DETERMINATION AND DISTRIBUTION OF BENEFITS


6.1     DETERMINATION OF BENEFITS UPON RETIREMENT



		
	 	      Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date. However, a
Participant may postpone the termination of his employment with the
Employer to a later date, in which event the participation of such
Participant in the Plan, including the right to receive allocations
pursuant to Section 4.4, shall continue until his Late Retirement Date.
Upon a Participant’s Retirement Date or attainment of his Normal
Retirement Date without termination of employment with the Employer, or
as soon thereafter as is practicable, the Trustee shall distribute all
amounts credited to such Participant’s Combined Account in accordance
with Section 6.5.



6.2     DETERMINATION OF BENEFITS UPON DEATH



		
	 	      (a) Upon the death of a Participant before his Retirement Date
or other termination of his employment, all amounts credited to
such Participant’s Combined Account shall become fully Vested. The
Administrator shall direct the Trustee, in accordance with the
provisions of Sections 6.6 and 6.7, to distribute the value of the
deceased Participant’s accounts to the Participant’s Beneficiary.
	 
	 	      (b) Upon the death of a Former Participant, the Administrator
shall direct the Trustee, in accordance with the provisions of
Sections 6.6 and 6.7, to distribute any remaining Vested amounts
credited to the accounts of a deceased Former Participant to such
Former Participant’s Beneficiary.
	 
	 	      (c) Any security interest held by the Plan by reason of an
outstanding loan to the Participant or Former Participant shall be
taken into account in determining the amount of the death benefit.
	 
	 	      (d) The Administrator may require such proper proof of death
and such evidence of the right of any person to receive payment of
the value of the account of a deceased Participant or Former
Participant as the Administrator may deem desirable. The
Administrator’s determination of death and of the right of any
person to receive payment shall be conclusive.
	 
	 	      (e) The Beneficiary of the death benefit payable pursuant to
this Section shall be the Participant’s spouse. Except, however,
the Participant may designate a Beneficiary other than his spouse
if:




		
	 	(1) the spouse has waived the right to be the Participant’s
Beneficiary, or
	 
	 	(2) the Participant is legally separated or has been
abandoned (within the meaning of local law) and the
Participant has a court order to such effect (and there is no
“qualified domestic relations order” as defined in Code
Section 414(p) which provides otherwise), or



-40-











		
	 	(3) the Participant has no spouse, or
	 
	 	(4) the spouse cannot be located.




		
	 	           In such event, the designation of a Beneficiary shall be made
on a form satisfactory to the Administrator. A Participant may at
any time revoke his designation of a Beneficiary or change his
Beneficiary by filing written notice of such revocation or change
with the Administrator. However, the Participant’s spouse must
again consent in writing to any change in Beneficiary unless the
original consent acknowledged that the spouse had the right to
limit consent only to a specific Beneficiary and that the spouse
voluntarily elected to relinquish such right. In the event no
valid designation of Beneficiary exists at the time of the
Participant’s death, the death benefit shall be payable to his
estate.
	 
	 	      (f) Any consent by the Participant’s spouse to waive any
rights to the death benefit must be in writing, must acknowledge
the effect of such waiver, and be witnessed by a Plan
representative or a notary public. Further, the spouse’s consent
must be irrevocable and must acknowledge the specific nonspouse
Beneficiary.



6.3     DISABILITY RETIREMENT BENEFITS.



		
	 	      No disability benefits, other than those payable upon termination of
employment, are provided in this Plan.



6.4     DETERMINATION OF BENEFITS UPON TERMINATION



		
	 	      (a) On or before the Anniversary Date coinciding with or
subsequent to the termination of a Participant’s employment for any
reason other than death or retirement, the Administrator may direct
the Trustee to segregate the amount of the Vested portion of such
Terminated Participant’s Combined Account and invest the aggregate
amount thereof in a separate, federally insured savings account,
certificate of deposit, common or collective trust fund of a bank
or a deferred annuity. In the event the Vested portion of a
Participant’s Combined Account is not segregated, the amount shall
remain in a separate account for the Terminated Participant and
share in allocations pursuant to Section 4.4 until such time as a
distribution is made to the Terminated Participant.
	 
	 	           Distribution of the funds due to a Terminated Participant
shall be made on the occurrence of an event which would result in
the distribution had the Terminated Participant remained in the
employ of the Employer (upon the Participant’s death or Normal
Retirement). However, at the election of the Participant, the
Administrator shall direct the Trustee to cause the entire Vested
portion of the Terminated Participant’s Combined Account to be
payable to such Terminated Participant. Any distribution under
this paragraph shall be made in a manner which is consistent with
and satisfies the provisions of Section 6.5, including, but not
limited to, all notice and consent requirements of Code Section
411(a)(11) and the Regulations thereunder.
	 
	 	           If the value of a Terminated Participant’s Vested benefit
derived from Employer and Employee contributions does not exceed
$3,500 (and for



-41-









		
	 	distributions prior to March 22, 1999 and has never exceeded
$3,500 at the time of any prior distribution), the Administrator
shall direct the Trustee to cause the entire Vested benefit to be
paid to such Participant in a single lump sum. Notwithstanding the
foregoing, effective September 1, 2001, the involuntary cashout
amount is increased to $5,000 from $3,500.
	 
	 	      (b) The Vested portion of any Participant’s Account shall be a
percentage of the total amount credited to his Participant’s
Account determined on the basis of the Participant’s number of
Years of Service according to the following schedule:




	 	 	 	 	 
	 	 	Vesting Schedule	 	 
	Years of Service		Percentage
	1			20	%
	
	
	
	

	2			40	%
	
	
	
	

	3			60	%
	
	
	
	

	4			80	%
	
	
	
	

	5			100	%




		
	 	      (c) Notwithstanding the vesting schedule above, the Vested
percentage of a Participant’s Account shall not be less than the
Vested percentage attained as of the later of the effective date or
adoption date of this amendment and restatement.
	 
	 	      (d) Notwithstanding the vesting schedule above, upon the
complete discontinuance of the Employer’s contributions to the Plan
or upon any full or partial termination of the Plan, all amounts
credited to the account of any affected Participant shall become
100% Vested and shall not thereafter be subject to Forfeiture.
	 
	 	      (e) The computation of a Participant’s nonforfeitable
percentage of his interest in the Plan shall not be reduced as the
result of any direct or indirect amendment to this Plan. For this
purpose, the Plan shall be treated as having been amended if the
Plan provides for an automatic change in vesting due to a change in
top heavy status. In the event that the Plan is amended to change
or modify any vesting schedule, a Participant with at least three
(3) Years of Service as of the expiration date of the election
period may elect to have his nonforfeitable percentage computed
under the Plan without regard to such amendment. If a Participant
fails to make such election, then such Participant shall be subject
to the new vesting schedule. The Participant’s election period
shall commence on the adoption date of the amendment and shall end
sixty (60) days after the latest of:




		
	 	(1) the adoption date of the amendment,
	 
	 	(2) the effective date of the amendment, or
	 
	 	(3) the date the Participant receives written notice of the
amendment from the Employer or Administrator.



-42-











		
	 	      (f) (1) If any Former Participant shall be reemployed by the
Employer before a 1-Year Break in Service occurs, he shall continue
to participate in the Plan in the same manner as if such
termination had not occurred.




		
	 	(2) If any Former Participant shall be reemployed by the
Employer before five (5) consecutive 1-Year Breaks in
Service, and such Former Participant had received a
distribution of his entire Vested interest prior to his
reemployment, his forfeited account shall be reinstated only
if he repays the full amount distributed to him before the
earlier of five (5) years after the first date on which the
Participant is subsequently reemployed by the Employer or the
close of the first period of five (5) consecutive 1-Year
Breaks in Service commencing after the distribution. In the
event the Former Participant does repay the full amount
distributed to him, the undistributed portion of the
Participant’s Account must be restored in full, unadjusted by
any gains or losses occurring subsequent to the Anniversary
Date or other valuation date coinciding with or preceding his
termination. The source for such reinstatement shall first
be any Forfeitures occurring during the year. If such source
is insufficient, then the Employer shall contribute an amount
which is sufficient to restore any such forfeited Accounts
provided, however, that if a discretionary contribution is
made for such year pursuant to Section 4.1(b), such
contribution shall first be applied to restore any such
Accounts and the remainder shall be allocated in accordance
with Section 4.4.
	 
	 	(3) If any Former Participant is reemployed after a 1-Year
Break in Service has occurred, Years of Service shall include
Years of Service prior to his 1-Year Break in Service subject
to the following rules:




		
	 	(i) If a Former Participant has a 1-Year Break in
Service, his pre-break and post-break service shall be
used for computing Years of Service for eligibility and
for vesting purposes only after he has been employed
for one (1) Year of Service following the date of his
reemployment with the Employer;




		
	 	(ii) Any Former Participant who under the Plan does not
have a nonforfeitable right to any interest in the Plan
resulting from Employer contributions shall lose
credits otherwise allowable under (i) above if his
consecutive 1-Year Breaks in Service equal or exceed
the greater of (A) five (5) or (B) the aggregate number
of his pre-break Years of Service;




		
	 	(iii) After five (5) consecutive 1-Year Breaks in
Service, a Former Participant’s Vested Account balance
attributable to pre-break service shall not be
increased as a result of post-break service;




		
	 	(iv) If a Former Participant who has not had his Years
of Service before a 1-Year Break in Service disregarded
pursuant to (ii) above completes one (1) Year of
Service for eligibility purposes following his
reemployment with the Employer, he shall participate in
the Plan retroactively from his date of reemployment;



-43-









		
	 	(v) If a Former Participant who has not had his Years
of Service before a 1-Year Break in Service disregarded
pursuant to (ii) above completes a Year of Service (a
1-Year Break in Service previously occurred, but
employment had not terminated), he shall participate in
the Plan retroactively from the first day of the Plan
Year during which he completes one (1) Year of Service.



6.5     DISTRIBUTION OF BENEFITS



		
	 	      (a) The Administrator, pursuant to the election of the
Participant, shall direct the Trustee to distribute to a
Participant or his Beneficiary any amount to which he is entitled
under the Plan in one or more of the following methods:




		
	 	(1) One lump-sum payment in cash; effective January 1, 2002,
a lump sum or a direct rollover under Section 7.11 are the
only forms of distributions available under the Plan.
	 
	 	(2) For distributions which commence on or before January 1,
2002, payments over a period certain in monthly, quarterly,
semiannual, or annual cash -installments. In order to
provide such installment payments, the Administrator may (A)
segregate the aggregate amount thereof in a separate,
federally insured savings account, certificate of deposit in
a bank or savings and loan association, money market
certificate or other liquid short-term security or (B)
purchase a nontransferable annuity contract for a term
certain (with no life contingencies) providing for such
payment. The period over which such payment is to be made
shall not extend beyond the Participant’s life expectancy (or
the life expectancy of the Participant and his designated
Beneficiary).




		
	 	      (b) Any distribution to a Participant who has a benefit which
exceeds $3,500 (or for distributions on or before March 22, 1999,
has ever exceeded, $3,500 at the time of any prior distribution)
shall require such Participant’s consent if such distribution
commences prior to the later of his Normal Retirement Age or age
sixty-two (62). Effective September 1, 2001, the involuntary
cashout amount is increased to $5,000. With regard to this
required consent, the Participant must be informed of his right to
defer receipt of the distribution. If a Participant fails to
consent, it shall be deemed an election to defer the commencement
of payment of any benefit. However, any election to defer the
receipt of benefits shall not apply with respect to distributions
which are required under Section 6.5(c).
	 
	 	           Such distribution may commence less than 30 days after the notice
required under Regulation 1.411(a)-11(c) is given, provided that:
(1) the Administrator clearly informs the Participant that the
Participant has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular distribution
option), and (2) the Participant, after receiving the notice,
affirmatively elects a distribution.
	 
	 	      (c) Notwithstanding any provision in the Plan to the contrary,
the distribution of a Participant’s benefits shall be made in
accordance with the following requirements and shall otherwise
comply with Code Section 401(a)(9)



-44-









		
	 	and the Regulations thereunder (including Regulation
1.401(a)(9)-2), the provisions of which are incorporated herein by
reference:




		
	 	(1) A Participant’s benefits shall be distributed to him not
later than April 1st of the calendar year following the
later of (i) the calendar year in which the Participant
attains age seventy and one-half (70 1/2) or (ii)  the
calendar year in which the Participant retires, provided,
however, that this clause (ii) shall not apply in the case of
a Participant who is a “five (5) percent owner” at any time
during the five (5) Plan Year period ending in the calendar
year in which he attains age seventy and one-half (70 1/2) or,
in the case of a Participant who becomes a “five (5) percent
owner” during any subsequent Plan Year, clause (ii) shall no
longer apply and the required beginning date shall be the
April 1st of the calendar year following the calendar
year in which such subsequent Plan Year ends. Alternatively,
distributions to a Participant must begin no later than the
applicable April 1st as determined under the preceding
sentence and must be made over a period certain measured by
the life expectancy of the Participant (or the life
expectancies of the Participant and his designated
Beneficiary) in accordance with Regulations. Notwithstanding
the foregoing, clause (i) above shall not apply to any
Participant unless the Participant had attained age seventy
and one-half (70 1/2) after January 1, 2002 and was not a “five
(5) percent owner” at any time during the Plan Year ending
with or within the calendar year in which the Participant
attained age sixty-six and one-half (66 1/2) or any subsequent
Plan Year.
	 
	 	Notwithstanding the foregoing, for any Participant’s who
attained age seventy and one-half (70 1/2) prior to January 1,
2002 and for “five (5) percent owners,” such Participants’
benefits shall be distributed not later than April of the
calendar year following the calendar year in which the
Participant attains age seventy and one-half (70 1/2).
	 
	 	(2) Distributions to a Participant and his Beneficiaries
shall only be made in accordance with the incidental death
benefit requirements of Code Section 401(a)(9)(G) and the
Regulations thereunder.
	 
	 	Additionally, for calendar years beginning before 1989,
distributions may also be made under an alternative method
which provides that the then present value of the payments to
be made over the period of the Participant’s life expectancy
exceeds fifty percent (50%) of the then present value of the
total payments to be made to the Participant and his
Beneficiaries.




		
	 	      (d) For purposes of this Section, the life expectancy of a
Participant and a Participant’s spouse shall not be redetermined in
accordance with Code Section 401(a)(9)(D). Life expectancy and
joint and last survivor expectancy shall be computed using the
return multiples in Tables V and VI of Regulation 1.72-9.
	 
	 	      (e) All annuity Contracts under this Plan shall be
non-transferable when distributed. Furthermore, the terms of any
annuity Contract purchased and distributed to a Participant or
spouse shall comply with all of the requirements of the Plan.



-45-









		
	 	      (f) If a distribution is made at a time when a Participant is
not fully Vested in his Participant’s Account (employment has not
terminated) and the Participant may increase the Vested percentage
in such account:




		
	 	(1) a separate account shall be established for the
Participant’s interest in the Plan as of the time of the
distribution; and
	 
	 	(2) at any relevant time, the Participant’s Vested portion of
the separate account shall be equal to an amount (“X”)
determined by the formula:
	 
	 	X equals P(AB plus (R x D)) —(R x D)
	 
	 	For purposes of applying the formula: P is the Vested
percentage at the relevant time, AB is the account balance at
the relevant time, D is the amount of distribution, and R is
the ratio of the account balance at the relevant time to the
account balance after distribution.



6.6     DISTRIBUTION OF BENEFITS UPON DEATH



		
	 	      (a) (1) The death benefit payable pursuant to Section 6.2
shall be paid to the Participant’s Beneficiary within a reasonable
time after the Participant’s death by either of the following
methods, as elected by the Participant (or if no election has been
made prior to the Participant’s death, by his Beneficiary) subject,
however, to the rules specified in Section 6.6(b):




		
	 	(i) One lump-sum payment in cash; effective January 1,
2002, the only forms of distribution under the Plan
shall be a lump sum payment in cash or a direct
rollover in accordance with Section 7.11.




		
	 	(ii) For distributions which commence on or before
January 1, 2002, payment in monthly, quarterly,
semi-annual, or annual cash installments over a period
to be determined by the Participant or his Beneficiary.
After periodic installments commence, the Beneficiary
shall have the right to direct the Trustee to reduce
the period over which such periodic installments shall
be made, and the Trustee shall adjust the cash amount
of such periodic installments accordingly.




		
	 	(2) In the event the death benefit payable pursuant to
Section 6.2 is payable in installments, then, upon the death
of the Participant, the Administrator may direct the Trustee
to segregate the death benefit into a separate account, and
the Trustee shall invest such segregated account separately,
and the funds accumulated in such account shall be used for
the payment of the installments.




		
	 	      (b) Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant shall be made in
accordance with the following requirements and shall otherwise
comply with Code Section 401(a)(9) and the Regulations thereunder.
If it is determined pursuant to Regulations that



-46-









		
	 	the distribution of a Participant’s interest has begun and the
Participant dies before his entire interest has been distributed to
him, the remaining portion of such interest shall be distributed at
least as rapidly as under the method of distribution selected
pursuant to Section 6.5 as of his date of death. If a Participant
dies before he has begun to receive any distributions of his
interest under the Plan or before distributions are deemed to have
begun pursuant to Regulations, then his death benefit shall be
distributed to his Beneficiaries by December 31st of the
calendar year in which the fifth anniversary of his date of death
occurs.
	 
	 	           However, the 5-year distribution requirement of the preceding
paragraph shall not apply to any portion of the deceased
Participant’s interest which is payable to or for the benefit of a
designated Beneficiary. In such event, such portion may, at the
election of the Participant (or the Participant’s designated
Beneficiary), be distributed over a period not extending beyond the
life expectancy of such designated Beneficiary provided such
distribution begins not later than December 31st of the
calendar year immediately following the calendar year in which the
Participant died. However, in the event the Participant’s spouse
(determined as of the date of the Participant’s death) is his
Beneficiary, the requirement that distributions commence within one
year of a Participant’s death shall not apply. In lieu thereof,
distributions must commence on or before the later of:
(1) December 31st of the calendar year immediately
following the calendar year in which the Participant died; or
(2) December 31st of the calendar year in which the
Participant would have attained age seventy and one-half (70 1/2). If
the surviving spouse dies before distributions to such spouse
begin, then the 5-year distribution requirement of this Section
shall apply as if the spouse was the Participant.
	 
	 	      (c) For purposes of Section 6.6(b), the election by a
designated Beneficiary to be excepted from the 5-year distribution
requirement must be made no later than December 31st of the
calendar year following the calendar year of the Participant’s
death. Except, however, with respect to a designated Beneficiary
who is the Participant’s surviving spouse, the election must be
made by the earlier of: (1) December 31st of the calendar
year immediately following the calendar year in which the
Participant died or, if later, the calendar year in which the
Participant would have attained age seventy and one-half (70 1/2); or
(2) December 31st of the calendar year which contains the
fifth anniversary of the date of the Participant’s death. An
election by a designated Beneficiary must be in writing and shall
be irrevocable as of the last day of the election period stated
herein. In the absence of an election by the Participant or a
designated Beneficiary, the 5-year distribution requirement shall
apply.
	 
	 	      (d) For purposes of this Section, the life expectancy of a
Participant and a Participant’s spouse shall not be redetermined in
accordance with Code Section 401(a)(9)(D). Life expectancy and
joint and last survivor expectancy shall be computed using the
return multiples in Tables V and VI of Regulation 1.72-9.



6.7     TIME OF SEGREGATION OR DISTRIBUTION



		
	 	      Except as limited by Sections 6.5 and 6.6, whenever the Trustee is
to make a distribution or to commence a series of payments on or as of an
Anniversary Date or other valuation date, the distribution or series of
payments may be made or begun on such



-47-









		
	 	date or as soon thereafter as is practicable. However, unless a
Former Participant elects in writing to defer the receipt of benefits
(such election may not result in a death benefit that is more than
incidental), the payment of benefits shall begin not later than the
sixtieth (60th) day after the close of the Plan Year in which the latest
of the following events occurs: (a) the date on which the
Participant attains the earlier of age sixty-five (65) or the Normal
Retirement Age specified herein; (b) the tenth (10th) anniversary of
the year in which the Participant commenced participation in the Plan; or
(c) the date the Participant terminates his service with the
Employer.



6.8     DISTRIBUTION FOR MINOR BENEFICIARY



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



6.9     LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN



		
	 	      In the event that all, or any portion, of the distribution payable
to a Participant or his Beneficiary hereunder shall, at the later of the
Participant’s attainment of age sixty-two (62) or his Normal Retirement
Age, remain unpaid solely by reason of the inability of the
Administrator, after sending a registered letter, return receipt
requested, to the last known address, and after further diligent effort,
to ascertain the whereabouts of such Participant or his Beneficiary, the
amount so distributable shall be treated as a Forfeiture pursuant to the
Plan. In the event a Participant or Beneficiary is located subsequent to
his benefit being reallocated, such benefit shall be restored.



6.10     PRE-RETIREMENT DISTRIBUTION



		
	 	      The Administrator, at the election of the Participant, may direct
the Trustee to distribute all or a portion of the amount then credited to
the accounts maintained on behalf of the Participant, if the amount has
accumulated for at least two years or the Participant has completed at
least five years of participation in the Plan. However, no distribution
from the Participant’s Account shall occur prior to one hundred percent
(100%) vesting. In the event that the Administrator makes such a
distribution, the Participant shall continue to be eligible to
participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner
consistent with Section 6.5, including, but not limited to, all notice
and consent requirements of Code Section 411(a)(11) and the Regulations
thereunder.
	 
	 	      Notwithstanding the above, pre-retirement distributions from a
Participant’s Elective Account shall not be permitted prior to the
Participant attaining age fifty-nine and one-half (59 1/2) except as
otherwise permitted under the terms of the Plan.



6.11     ADVANCE DISTRIBUTION FOR HARDSHIP



		
	 	      (a) The Administrator, at the election of the Participant,
shall direct the Trustee to distribute to any Participant in any
one Plan Year up to the lesser of



-48-









		
	 	one hundred percent (100%) of his Participant’s Elective
Account valued as of the last Anniversary Date or other valuation
date or the amount necessary to satisfy the immediate and heavy
financial need of the Participant. Any distribution made pursuant
to this Section shall be deemed to be made as of the first day of
the Plan Year or, if later, the valuation date immediately
preceding the date of distribution, and the Participant’s Elective
Account shall be reduced accordingly. Withdrawal under this
Section shall be authorized only if the distribution is on account
of:




		
	 	(1) Expenses for medical care described in Code Section
213(d) previously incurred by the Participant, his spouse, or
any of his dependents (as defined in Code Section 152) or
necessary for these persons to obtain medical care;
	 
	 	(2) The costs directly related to the purchase of a principal
residence for the Participant (excluding mortgage payments);
	 
	 	(3) Payment of tuition and related educational (and effective
September 1, 2001, room and board expenses) for the next
twelve (12) months of post-secondary education for the
Participant, his spouse, children, or dependents; or
	 
	 	(4) Payments necessary to prevent the eviction of the
Participant from his principal residence or foreclosure on
the mortgage of the Participant’s principal residence.




		
	 	      (b) No distribution shall be made pursuant to this Section
unless the Administrator, based upon the Participant’s
representation and such other facts as are known to the
Administrator, determines that all of the following conditions are
satisfied:




		
	 	(1) The distribution is not in excess of the amount of the
immediate and heavy financial need of the Participant. The
amount of the immediate and heavy financial need may include
any amounts necessary to pay any federal, state, or local
income taxes or penalties reasonably anticipated to result
from the distribution;
	 
	 	(2) The Participant has obtained all distributions, other
than hardship distributions, and all nontaxable (at the time
of the loan) loans currently available under all plans
maintained by the Employer;
	 
	 	(3) The Plan, and all other plans maintained by the Employer,
provide that the Participant’s elective deferrals and
voluntary Employee contributions will be suspended for at
least twelve (12) months after receipt of the hardship
distribution; and
	 
	 	(4) The Plan, and all other plans maintained by the Employer,
provide that the Participant may not make elective deferrals
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
deferrals for the taxable year of the Hardship distribution.



-49-











		
	 	      (c) Distributions from the Participant’s Elective Account
pursuant to this Section shall be limited, as of the date of
distribution, to the Participant’s Elective Account as of the end
of the last Plan Year ending before July 1, 1989, plus the total
participant’s Deferred Compensation after such date, reduced by the
amount of any previous distribution pursuant to this Section and
Section 6.10.
	 
	 	      (d) Any distribution made pursuant to this Section shall be
made in a manner which is consistent with and satisfies the
provisions of Section 6.5, including, but not limited to, all
notice and consent requirements of Code Section 411(a)(11) and the
Regulations thereunder.



6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION



		
	 	      All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
“alternate payee” under a “qualified domestic relations order.”
Furthermore, a distribution to an “alternate payee” shall be permitted if
such distribution is authorized by a “qualified domestic relations
order,” even if the affected Participant has not separated from service
and has not reached the “earliest retirement age” under the Plan. For
the purpose of this Section, “alternate payee,” “qualified domestic
relations order” and “earliest retirement age” shall have the meaning set
forth under Code Section 414(p).



-50-








ARTICLE VII

TRUSTEE


7.1     BASIC RESPONSIBILITIES OF THE TRUSTEE



		
	 	      The Trustee shall have the following categories of responsibilities:




		
	 	      (a) Consistent with the “funding policy and method” determined
by the Employer, to invest, manage, and control the Plan assets
subject, however, to the direction of an Investment Manager if the
Trustee should appoint such manager as to all or a portion of the
assets of the Plan;
	 
	 	      (b) At the direction of the Administrator, to pay benefits
required under the Plan to be paid to Participants, or, in the
event of their death, to their Beneficiaries;
	 
	 	      (c) To maintain records of receipts and disbursements and
furnish to the Employer and/or Administrator for each Plan Year a
written annual report per Section 7.7; and
	 
	 	      (d) If there shall be more than one Trustee, they shall act by
a majority of their number, but may authorize one or more of them
to sign papers on their behalf.



7.2     INVESTMENT POWERS AND DUTIES OF THE TRUSTEE



		
	 	      (a) The Trustee shall invest and reinvest the Trust Fund to
keep the Trust Fund invested without distinction between principal
and income and in such securities or property, real or personal,
wherever situated, as the Trustee shall deem advisable including,
but not limited to, stocks, common or preferred, bonds and other
evidences of indebtedness or ownership, and real estate or any
interest therein. The Trustee shall at all times in making
investments of the Trust Fund consider, among other factors, the
short and long-term financial needs of the Plan on the basis of
information furnished by the Employer. In making such investments,
the Trustee shall not be restricted to securities or other property
of the character expressly authorized by the applicable law for
trust investments, however, the Trustee shall give due regard to
any limitations imposed by the Code or the Act so that at all times
the Plan may qualify as a qualified Profit Sharing Plan and Trust.
	 
	 	      (b) The Trustee may employ a bank or trust company pursuant to
the terms of its usual and customary bank agency agreement, under
which the duties of such bank or trust company shall be of a
custodial, clerical and record-keeping nature.



7.3     OTHER POWERS OF THE TRUSTEE



		
	 	      The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the
Plan, shall have the following powers and authorities, to be exercised in
the Trustee’s sole discretion:



-51-









		
	 	      (a) To purchase, or subscribe for, any securities or other
property and to retain the same. In conjunction with the purchase
of securities, margin accounts may be opened and maintained;
	 
	 	      (b) To sell, exchange, convey, transfer, grant options to
purchase, or otherwise dispose of any securities or other property
held by the Trustee, by private contract or at public auction. No
person dealing with the Trustee shall be bound to see to the
application of the purchase money or to inquire into the validity,
expediency, or propriety of any such sale or other disposition,
with or without advertisement;
	 
	 	      (c) To vote upon any stocks, bonds, or other securities; to
give general or special proxies or powers of attorney with or
without power of substitution; to exercise any conversion
privileges, subscription rights or other options, and to make any
payments incidental thereto; to oppose, or to consent to, or
otherwise participate in, corporate reorganizations or other
changes affecting corporate securities, and to delegate
discretionary powers, and to pay any assessments or charges in
connection therewith; and generally to exercise any of the powers
of an owner with respect to stocks, bonds, securities, or other
property;
	 
	 	      (d) To cause any securities or other property to be registered
in the Trustee’s own name or in the name of one or more of the
Trustee’s nominees, and to hold any investments in bearer form, but
the books and records of the Trustee shall at all times show that
all such investments are part of the Trust Fund;
	 
	 	      (e) To borrow or raise money for the purposes of the Plan in
such amount, and upon such terms and conditions, as the Trustee
shall deem advisable; and for any sum so borrowed, to issue a
promissory note as Trustee, and to secure the repayment thereof by
pledging all, or any part, of the Trust Fund; and no person lending
money to the Trustee shall be bound to see to the application of
the money lent or to inquire into the validity, expediency, or
propriety of any borrowing;
	 
	 	      (f) To keep such portion of the Trust Fund in cash or cash
balances as the Trustee may, from time to time, deem to be in the
best interests of the Plan, without liability for interest thereon;
	 
	 	      (g) To accept and retain for such time as the Trustee may deem
advisable any securities or other property received or acquired as
Trustee hereunder, whether or not such securities or other property
would normally be purchased as investments hereunder;
	 
	 	      (h) To make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the
powers herein granted;
	 
	 	      (i) To settle, compromise, or submit to arbitration any
claims, debts, or damages due or owing to or from the Plan, to
commence or defend suits or legal or administrative proceedings,
and to represent the Plan in all suits and legal and administrative
proceedings;



-52-









		
	 	      (j) To employ suitable agents and counsel and to pay their
reasonable expenses and compensation, and such agent or counsel may
or may not be agent or counsel for the Employer;
	 
	 	      (k) To apply for and procure from responsible insurance
companies, to be selected by the Administrator, as an investment of
the Trust Fund such annuity, or other Contracts (on the life of any
Participant) as the Administrator shall deem proper; to exercise,
at any time or from time to time, whatever rights and privileges
may be granted under such annuity, or other Contracts; to collect,
receive, and settle for the proceeds of all such annuity or other
Contracts as and when entitled to do so under the provisions
thereof;
	 
	 	      (l) To invest funds of the Trust in time deposits or savings
accounts bearing a reasonable rate of interest in the Trustee’s
bank;
	 
	 	      (m) To invest in Treasury Bills and other forms of United
States government obligations;
	 
	 	      (n) To invest in shares of investment companies registered
under the Investment Company Act of 1940;
	 
	 	      (o) To sell, purchase and acquire put or call options if the
options are traded on and purchased through a national securities
exchange registered under the Securities Exchange Act of 1934, as
amended, or, if the options are not traded on a national securities
exchange, are guaranteed by a member firm of the New York Stock
Exchange;
	 
	 	      (p) To deposit monies in federally insured savings accounts or
certificates of deposit in banks or savings and loan associations;
	 
	 	      (q) To pool all or any of the Trust Fund, from time to time,
with assets belonging to any other qualified employee pension
benefit trust created by the Employer or an affiliated company of
the Employer, and to commingle such assets and make joint or common
investments and carry joint accounts on behalf of this Plan and
such other trust or trusts, allocating undivided shares or
interests in such investments or accounts or any pooled assets of
the two or more trusts in accordance with their respective
interests;
	 
	 	      (r) To do all such acts and exercise all such rights and
privileges, although not specifically mentioned herein, as the
Trustee may deem necessary to carry out the purposes of the Plan;
	 
	 	      (s) Directed Investment Account. The powers granted to the
Trustee shall be exercised in the sole fiduciary discretion of the
Trustee. However, if Participants are so empowered by the
Administrator, each Participant may direct the Trustee to separate
and keep separate all or a portion of his Vested account; and
further each Participant is authorized and empowered, in his sole
and absolute discretion, to give directions to the Trustee pursuant
to the procedure established by the Administrator and in such form
as the Trustee may require concerning the



-53-









		
	 	investment of the Participant’s Directed Investment Account.
The Trustee shall comply as promptly as practicable with directions
given by the Participant hereunder. The Trustee may refuse to
comply with any direction from the Participant in the event the
Trustee, in its sole and absolute discretion, deems such directions
improper by virtue of applicable law. The Trustee shall not be
responsible or liable for any loss or expense which may result from
the Trustee’s refusal or failure to comply with any directions from
the Participant. Any costs and expenses related to compliance with
the Participant’s directions shall be borne by the Participant’s
Directed Investment Account.



7.4     LOANS TO PARTICIPANTS



		
	 	      (a) The Trustee may, in the Trustee’s discretion, make loans
to Participants and Beneficiaries under the following
circumstances: (1) loans shall be made available to all
Participants and Beneficiaries on a reasonably equivalent basis;
(2) loans shall not be made available to Highly Compensated
Employees in an amount greater than the amount made available to
other Participants and Beneficiaries; (3) loans shall bear a
reasonable rate of interest; (4) loans shall be adequately
secured; and (5) shall provide for repayment over a reasonable
period of time; (6) and loans shall be for a minimum amount of
$1,000.
	 
	 	      (b) Participants shall be permitted to take out only one (1)
loan every three (3) years, measured from the date the most recent
loan was made. This subsection shall not prohibit a participant
from having more than one (1) loan outstanding at any time.
However, at the discretion of the Trustee, this provision may be
waived in the event of a financial hardship.
	 
	 	      (c) Loans made pursuant to this Section (when added to the
outstanding balance of all other loans made by the Plan to the
Participant) shall be limited to the lesser of:




		
	 	(1) $50,000 reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan to the Participant
during the one (1) year period ending on the day before the
date on which such loan is made, over the outstanding balance
of loans from the Plan to the Participant on the date on
which such loan was made, or
	 
	 	(2) one-half (1/2) of the present value of the non-forfeitable
accrued benefit of the Participant under the Plan.




		
	 	      For purposes of this limit, all plans of the Employer shall be
considered one plan.
	 
	 	           (d) Loans shall provide for level amortization with payments
to be made not less frequently than quarterly over a period not to
exceed five (5) years. However, loans used to acquire any dwelling
unit which, within a reasonable time, is to be used (determined at
the time the loan is made) as a principal residence of the
Participant shall provide for periodic repayment over a reasonable
period of time that may not exceed fifteen (15) years.



-54-









		
	 	      (e) Any loans granted or renewed on or after the last day of
the first Plan Year beginning after December 31, 1988 shall be
made pursuant to a Participant loan program. Such loan program
shall be established in writing and must include, but need not be
limited to, the following:




		
	 	      (1) the identity of the person or positions authorized to
administer the Participant loan program;
	 
	 	      (2) a procedure for applying for loans;
	 
	 	      (3) the basis on which loans will be approved or denied;
	 
	 	      (4) limitations, if any, on the types and amounts of loans
offered;
	 
	 	      (5) the procedure under the program for determining a
reasonable rate of interest;
	 
	 	      (6) the types of collateral which may secure a Participant
loan; and
	 
	 	      (7) the events constituting default and the steps that will
be taken to preserve Plan assets.




		
	 	           Such Participant loan program shall be contained in a separate
written document which, when properly executed, is hereby
incorporated by reference and made a part of the Plan.
Furthermore, such Participant loan program may be modified or
amended in writing from time to time without the necessity of
amending this Section.



7.5     DUTIES OF THE TRUSTEE REGARDING PAYMENTS



		
	 	      At the direction of the Administrator, the Trustee shall, from time
to time, in accordance with the terms of the Plan, make payments out of
the Trust Fund. The Trustee shall not be responsible in any way for the
application of such payments.



7.6     TRUSTEE’S COMPENSATION AND EXPENSES AND TAXES



		
	 	      The Trustee shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee.
An individual serving as Trustee who already receives full-time pay from
the Employer shall not receive compensation from the Plan. In addition,
the Trustee shall be reimbursed for any reasonable expenses, including
reasonable counsel fees incurred by it as Trustee. Such compensation and
expenses shall be paid from the Trust Fund unless paid or advanced by the
Employer. All taxes of any kind and all kinds whatsoever that may be
levied or assessed under existing or future laws upon, or in respect of,
the Trust Fund or the income thereof, shall be paid from the Trust Fund.



7.7     ANNUAL REPORT OF THE TRUSTEE



		
	 	      Within a reasonable period of time after the later of the
Anniversary Date or receipt of the Employer’s contribution for each Plan
Year, the Trustee shall furnish to the Employer and Administrator a
written statement of account with respect to the Plan Year for which such
contribution was made setting forth:



-55-











		
	 	      (a) the net income, or loss, of the Trust Fund;
	 
	 	      (b) the gains, or losses, realized by the Trust Fund upon
sales or other disposition of the assets;
	 
	 	      (c) the increase, or decrease, in the value of the Trust Fund;
	 
	 	      (d) all payments and distributions made from the Trust Fund;
and
	 
	 	      (e) such further information as the Trustee and/or
Administrator deems appropriate. The Employer, forthwith upon its
receipt of each such statement of account, shall acknowledge
receipt thereof in writing and advise the Trustee and/or
Administrator of its approval or disapproval thereof. Failure by
the Employer to disapprove any such statement of account within
thirty (30) days after its receipt thereof shall be deemed an
approval thereof. The approval by the Employer of any statement of
account shall be binding as to all matters embraced therein as
between the Employer and the Trustee to the same extent as if the
account of the Trustee had been settled by judgment or decree in an
action for a judicial settlement of its account in a court of
competent jurisdiction in which the Trustee, the Employer and all
persons having or claiming an interest in the Plan were parties;
provided, however, that nothing herein contained shall deprive the
Trustee of its right to have its accounts judicially settled if the
Trustee so desires.



7.8     AUDIT



		
	 	      (a) If an audit of the Plan’s records shall be required by the
Act and the regulations thereunder for any Plan Year, the
Administrator shall direct the Trustee to engage on behalf of all
Participants an independent qualified public accountant for that
purpose. Such accountant shall, after an audit of the books and
records of the Plan in accordance with generally accepted auditing
standards, within a reasonable period after the close of the Plan
Year, furnish to the Administrator and the Trustee a report of his
audit setting forth his opinion as to whether any statements,
schedules or lists that are required by Act Section 103 or the
Secretary of Labor to be filed with the Plan’s annual report, are
presented fairly in conformity with generally accepted accounting
principles applied consistently. All auditing and accounting fees
shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund.
	 
	 	      (b) If some or all of the information necessary to enable the
Administrator to comply with Act Section 103 is maintained by a
bank, insurance company, or similar institution, regulated and
supervised and subject to periodic examination by a state or
federal agency, it shall transmit and certify the accuracy of that
information to the Administrator as provided in Act Section 103(b)
within one hundred twenty (120) days after the end of the Plan Year
or by such other date as may be prescribed under regulations of the
Secretary of Labor.



-56-








7.9     RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE



		
	 	      (a) The Trustee may resign at any time by delivering to the
Employer, at least thirty (30) days before its effective date, a
written notice of his resignation.
	 
	 	      (b) The Employer may remove the Trustee by mailing by
registered or certified mail, addressed to such Trustee at his last
known address, at least thirty (30) days before its effective date,
a written notice of his removal.
	 
	 	      (c) Upon the death, resignation, incapacity, or removal of any
Trustee, a successor may be appointed by the Employer; and such
successor, upon accepting such appointment in writing and
delivering same to the Employer, shall, without further act, become
vested with all the estate, rights, powers, discretions, and duties
of his predecessor with like respect as if he were originally named
as a Trustee herein. Until such a successor is appointed, the
remaining Trustee or Trustees shall have full authority to act
under the terms of the Plan.
	 
	 	      (d) The Employer may designate one or more successors prior to
the death, resignation, incapacity, or removal of a Trustee. In
the event a successor is so designated by the Employer and accepts
such designation, the successor shall, without further act, become
vested with all the estate, rights, powers, discretions, and duties
of his predecessor with the like effect as if he were originally
named as Trustee herein immediately upon the death, resignation,
incapacity, or removal of his predecessor.
	 
	 	      (e) Whenever any Trustee hereunder ceases to serve as such, he
shall furnish to the Employer and Administrator a written statement
of account with respect to the portion of the Plan Year during
which he served as Trustee. This statement shall be either
(i) included as part of the annual statement of account for the
Plan Year required under Section 7.7 or (ii) set forth in a
special statement. Any such special statement of account should be
rendered to the Employer no later than the due date of the annual
statement of account for the Plan Year. The procedures set forth
in Section 7.7 for the approval by the Employer of annual
statements of account shall apply to any special statement of
account rendered hereunder and approval by the Employer of any such
special statement in the manner provided in Section 7.7 shall have
the same effect upon the statement as the Employer’s approval of an
annual statement of account. No successor to the Trustee shall
have any duty or responsibility to investigate the acts or
transactions of any predecessor who has rendered all statements of
account required by Section 7.7 and this subparagraph.



7.10     TRANSFER OF INTEREST



		
	 	      Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of such Participant in his account to another trust
forming part of a pension, profit sharing or stock bonus plan maintained
by such Participant’s new employer and represented by said employer in
writing as meeting the requirements of Code Section 401(a), provided that
the trust to which such transfers are made permits the transfer to be
made.



-57-








7.11     DIRECT ROLLOVER



		
	 	      (a) This Section applies to distributions made on or after
January 1, 1993. 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.
	 
	 	      (b) For purposes of this Section the following definitions
shall apply:




		
	 	(1) An eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution
does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
distributee 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;
any distribution to the extent such distribution is required
under Code Section 401(a)(9); the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with
respect to employer securities); and effective January 1,
1999, hardship distributions of elective deferral
contributions (and any pre-1989 earnings which are also
distributed because of hardship).
	 
	 	(2) An eligible retirement plan is 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.
	 
	 	(3) A distributee includes an Employee or former Employee.
In addition, the Employee’s or former Employee’s surviving
spouse and the Employee’s or former Employee’s spouse or
former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p),
are distributees with regard to the interest of the spouse or
former spouse.
	 
	 	(4) A direct rollover is a payment by the plan to the
eligible retirement plan specified by the distributee.



7.12     EMPLOYER SECURITIES AND REAL PROPERTY



		
	 	      The Trustee shall be empowered to acquire and hold “qualifying
Employer securities” and “qualifying Employer real property,” as those
terms are defined in the Act, provided, however, that the Trustee shall
not be permitted to acquire any qualifying Employer securities or
qualifying Employer real property if, immediately after the acquisition
of such securities or property, the fair market value of all qualifying
Employer securities and qualifying Employer real property held by the
Trustee hereunder should



-58-









		
	 	amount to more than one hundred percent (100%) of the fair market
value of all the assets in the Trust Fund.



-59-








ARTICLE VIII

AMENDMENT, TERMINATION AND MERGERS


8.1     AMENDMENT



		
	 	      (a) The Employer shall have the right at any time to amend the
Plan, subject to the limitations of this Section. Any such
amendment shall be adopted by formal action of the Employer’s board
of directors and executed by an officer authorized to act on behalf
of the Employer. Any such amendment shall become effective as
provided therein upon its execution.
	 
	 	      (b) No amendment to the Plan shall be effective if it
authorizes or permits any part of the Trust Fund (other than such
part as is required to pay taxes and administration expenses) to be
used for or diverted to any purpose other than for the exclusive
benefit of the Participants or their Beneficiaries or estates; or
causes any reduction in the amount credited to the account of any
Participant; or causes or permits any portion of the Trust Fund to
revert to or become property of the Employer.
	 
	 	      (c) Except as permitted by Regulations, no Plan amendment or
transaction having the effect of a Plan amendment (such as a
merger, plan transfer or similar transaction) shall be effective to
the extent it eliminates or reduces any “Section 411(d)(6)
protected benefit” or adds or modifies conditions relating to
“Section 411(d)(6) protected benefits” the result of which is a
further restriction on such benefit unless such protected benefits
are preserved with respect to benefits accrued as of the later of
the adoption date or effective date of the amendment. “Section
411(d)(6) protected benefits” are benefits described in Code
Section 411(d)(6)(A), early retirement benefits and retirement-type
subsidies, and optional forms of benefit.



8.2     TERMINATION



		
	 	      (a) The Employer shall have the right at any time to terminate
the Plan by delivering to the Trustee and Administrator written
notice of such termination. Upon any full or partial termination,
all amounts credited to the affected Participants’ Combined
Accounts shall become one hundred percent (100%) Vested as provided
in Section 6.4 and shall not thereafter be subject to forfeiture,
and all unallocated amounts shall be allocated to the accounts of
all Participants in accordance with the provisions hereof.
	 
	 	      (b) Upon the full termination of the Plan, the Employer shall
direct the distribution of the assets of the Trust Fund to
Participants in a manner which is consistent with and satisfies the
provisions of Section 6.5. Distributions to a Participant shall be
made in cash or through the purchase of irrevocable nontransferable
deferred commitments from an insurer. Except as permitted by
Regulations, the termination of the Plan shall not result in the
reduction of “Section 411(d)(6) protected benefits” in accordance
with Section 8.1(c).



-60-








8.3     MERGER OR CONSOLIDATION



		
	 	      This Plan and Trust may be merged or consolidated with, or its
assets and/or liabilities may be transferred to any other plan and trust
only if the benefits which would be received by a Participant of this
Plan, in the event of a termination of the plan immediately after such
transfer, merger or consolidation, are at least equal to the benefits the
Participant would have received if the Plan had terminated immediately
before the transfer, merger or consolidation, and such transfer, merger
or consolidation does not otherwise result in the elimination or
reduction of any “Section 411(d)(6) protected benefits” in accordance
with Section 8.1(c).



-61-








ARTICLE IX

MISCELLANEOUS


9.1     PARTICIPANT’S RIGHTS



		
	 	      This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement
for the employment of any Participant or Employee. Nothing contained in
this Plan shall be deemed to give any Participant or Employee the right
to be retained in the service of the Employer or to interfere with the
right of the Employer to discharge any Participant or Employee at any
time regardless of the effect which such discharge shall have upon him as
a Participant of this Plan.



9.2     ALIENATION



		
	 	      (a) Subject to the exceptions provided below, no benefit which
shall be payable out of the Trust Fund to any person (including a
Participant or his Beneficiary) shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge the same shall
be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or
torts of any such person, nor shall it be subject to attachment or
legal process for or against such person, and the same shall not be
recognized by the Trustee, except to such extent as may be required
by law.
	 
	 	      (b) This provision shall not apply to the extent a Participant
or Beneficiary is indebted to the Plan, as a result of a loan from
the Plan. At the time a distribution is to be made to or for a
Participant’s or Beneficiary’s benefit, such proportion of the
amount distributed as shall equal such loan indebtedness shall be
paid by the Trustee to the Trustee or the Administrator, at the
direction of the Administrator, to apply against or discharge such
loan indebtedness. Prior to making a payment, however, the
Participant or Beneficiary must be given written notice by the
Administrator that such loan indebtedness is to be so paid in whole
or part from his Participant’s Combined Account. If the
Participant or Beneficiary does not agree that the loan
indebtedness is a valid claim against his Vested Participant’s
Combined Account, he shall be entitled to a review of the validity
of the claim in accordance with procedures provided in Sections
2.12 and 2.13.
	 
	 	      (c) This provision shall not apply to a “qualified domestic
relations order” defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the
Administrator under the provisions of the Retirement Equity Act of
1984. The Administrator shall establish a written procedure to
determine the qualified status of domestic relations orders and to
administer distributions under such qualified orders. Further, to
the extent provided under a “qualified domestic relations order,” a
former spouse of a Participant shall be treated as the spouse or
surviving spouse for all purposes under the Plan.
	 
	 	      (d) Effective August 5, 1997, and notwithstanding any
other provisions of the Plan, to the extent permitted under the
provisions of Code



-62-









		
	 	Sections 401(a)(13)(C) and (D), or under other applicable
law, a Participant or Beneficiary may have his benefits reduced in
the event of his willful breach of fiduciary duty to the Plan or
his criminal act against the Plan.



9.3     CONSTRUCTION OF PLAN



		
	 	      This Plan and Trust shall be construed and enforced according to the
Act and the laws of the Commonwealth of Virginia, other than its laws
respecting choice of law, to the extent not preempted by the Act.



9.4     GENDER AND NUMBER



		
	 	      Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in
another gender in all cases where they would so apply, and whenever any
words are used herein in the singular or plural form, they shall be
construed as though they were also used in the other form in all cases
where they would so apply.



9.5     LEGAL ACTION



		
	 	      In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee or Administrator, they shall be entitled
to be reimbursed from the Trust Fund for any and all costs, attorney’s
fees, and other expenses pertaining thereto incurred by them for which
they shall have become liable.



9.6     PROHIBITION AGAINST DIVERSION OF FUNDS



		
	 	      (a) Except as provided below and otherwise specifically
permitted by law, it shall be impossible by operation of the Plan
or of the Trust, by termination of either, by power of revocation
or amendment, by the happening of any contingency, by collateral
arrangement or by any other means, for any part of the corpus or
income of any trust fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes
other than the exclusive benefit of Participants, Retired
Participants, or their Beneficiaries.
	 
	 	      (b) In the event the Employer shall make an excessive
contribution under a mistake of fact pursuant to Act Section
403(c)(2)(A), the Employer may demand repayment of such excessive
contribution at any time within one (1) year following the time of
payment and the Trustees shall return such amount to the Employer
within the one (1) year period. Earnings of the Plan attributable
to the excess contributions may not be returned to the Employer but
any losses attributable thereto must reduce the amount so returned.



9.7     BONDING



		
	 	      Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than ten percent (10%) of the amount of the funds such
Fiduciary handles; provided, however, that the minimum bond shall be
$1,000 and the maximum bond, $500,000. The amount of funds



-63-









		
	 	handled shall be determined at the beginning of each Plan Year by
the amount of funds handled by such person, group, or class to be covered
and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be
handled during the then current year. The bond shall provide protection
to the Plan against any loss by reason of acts of fraud or dishonesty by
the Fiduciary alone or in connivance with others. The surety shall be a
corporate surety company (as such term is used in Act Section 412(a)(2)),
and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the cost of such
bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.



9.8     EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE



		
	 	      Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or
render a Contract null and void or unenforceable in whole or in part.



9.9     INSURER’S PROTECTIVE CLAUSE



		
	 	      Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal
aspects of this Plan. The insurer shall be protected and held harmless
in acting in accordance with any written direction of the Trustee, and
shall have no duty to see to the application of any funds paid to the
Trustee, nor be required to question any actions directed by the Trustee.
Regardless of any provision of this Plan, the insurer shall not be
required to take or permit any action or allow any benefit or privilege
contrary to the terms of any Contract which it issues hereunder, or the
rules of the insurer.



9.10     RECEIPT AND RELEASE FOR PAYMENTS



		
	 	      Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such
Participant or Beneficiary in accordance with the provisions of the Plan,
shall, to the extent thereof, be in full satisfaction of all claims
hereunder against the Trustee and the Employer, either of whom may
require such Participant, legal representative, Beneficiary, guardian or
committee, as a condition precedent to such payment, to execute a receipt
and release thereof in such form as shall be determined by the Trustee or
Employer.



9.11     ACTION BY THE EMPLOYER



		
	 	      Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done
and performed by a person duly authorized by its legally constituted
authority.



9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY



		
	 	      The “named Fiduciaries” of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only
those specific powers, duties, responsibilities, and obligations as are
specifically given them under the Plan. In general,



-64-









		
	 	the Employer shall have the sole responsibility for making the
contributions provided for under Section 4.1; and shall have the sole
authority to appoint and remove the Trustee and the Administrator; to
formulate the Plan’s “funding policy and method”; and to amend or
terminate, in whole or in part, the Plan. The Administrator shall have
the sole responsibility for the administration of the Plan, which
responsibility is specifically described in the Plan. The Trustee shall
have the sole responsibility of management of the assets held under the
Trust, except those assets, the management of which has been assigned to
an Investment Manager, who shall be solely responsible for the management
of the assets assigned to it, all as specifically provided in the Plan.
Each named Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction,
information or action. Furthermore, each named Fiduciary may rely upon
any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to
inquire into the propriety of any such direction, information or action.
It is intended under the Plan that each named Fiduciary shall be
responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan. No named Fiduciary
shall guarantee the Trust Fund in any manner against investment loss or
depreciation in asset value. Any person or group may serve in more than
one Fiduciary capacity. In the furtherance of their responsibilities
hereunder, the “named Fiduciaries” shall be empowered to interpret the
Plan and Trust and to resolve ambiguities, inconsistencies and omissions,
which findings shall be binding, final and conclusive.



9.13     HEADINGS



		
	 	      The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.



9.14     APPROVAL BY INTERNAL REVENUE SERVICE



		
	 	      (a) Notwithstanding anything herein to the contrary,
contributions to this Plan are conditioned upon the initial
qualification of the Plan under Code Section 401. If the Plan
receives an adverse determination with respect to its initial
qualification, then the Plan may return such contributions to the
Employer within one year after such determination, provided the
application for the determination is made by the time prescribed by
law for filing the Employer’s return for the taxable year in which
the Plan was adopted, or such later date as the Secretary of the
Treasury may prescribe.
	 
	 	      (b) Notwithstanding any provisions to the contrary, except
Sections 3.6, 3.7, and 4.1(d), any contribution by the Employer to
the Trust Fund is conditioned upon the deductibility of the
contribution by the Employer under the Code and, to the extent any
such deduction is disallowed, the Employer may, within one (1) year
following the disallowance of the deduction, demand repayment of
such disallowed contribution and the Trustee shall return such
contribution within one (1) year following the disallowance.
Earnings of the Plan attributable to the excess contribution may
not be returned to the Employer, but any losses attributable
thereto must reduce the amount so returned.



-65-








9.15     UNIFORMITY



		
	 	      All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between
the terms of this Plan and any Contract purchased hereunder, the Plan
provisions shall control.



9.16     PARTICIPANT DIRECTED INVESTMENT



		
	 	      (a) The Trustees may, in their discretion, permit
Participants, the Beneficiaries of a deceased Participant and any
Alternate Payees to self-direct the investment of assets credited
to the account of the Participant, Beneficiary or Alternate Payee.
The Trustees shall determine the investment choices to be made
available, which may include designated investment funds, specific
investments or both. The investment choices made available shall
be sufficient to allow compliance with section 404(c) of ERISA.
	 
	 	      (b) (1) If the Trustees permit self-directed investments as
described in subsection (a), the Administrator shall establish
rules and procedures that it feels are advisable to implement such
an investment program. Such rules and procedures shall be
consistent with section 404(c) or ERISA.




		
	 	(2) In establishing rules and procedures under subsection
(b)(1), the following shall apply:




		
	 	(i) Each Participant, Beneficiary or Alternate Payee
shall affirmatively elect to self-direct the investment
of assets in his or her account, but such election may
provide for default investments in the absence of
specific directions from such Participant, Beneficiary
or Alternate Payee.




		
	 	(ii) The investment directions of a Participant shall
continue to apply after that Participant’s death or
incompetence until the Beneficiary (or, if there is
more than one Beneficiary for that account, all of the
Beneficiaries), guardian or other representatives
provide contrary direction.




		
	 	(iii) The Trustees may decline to implement investment
designations if such investment in the Trustees’
judgment:




		
	 	(A) would result in a prohibited transaction
under section 4975 of the Code;




		
	 	(B) would generate income taxable to the Trust;





		
	 	(C) would not be in accordance with the Plan and
Trust;




		
	 	(D) would cause a fiduciary to maintain the
indicia of ownership of any assets of the Trust
outside the jurisdiction of the district courts
of the United States other than as



-66-









		
	 	            permitted by Section 404(b) of ERISA and Labor
Reg. section 2550.404(b)-l;




		
	 	(E) would jeopardize the Plan’s tax qualified
status under the Code;




		
	 	(F) could result in a loss in excess of the
amount credited to the account; or




		
	 	(G) would violate any other requirements of the
Code or ERISA.




		
	 	(iv) The Administrator may establish reasonable
restrictions on the frequency with which investment
directions may be given, consistent with section 404(c)
of ERISA,




		
	 	(v) The Administrator may establish limits on the use
of brokers, investment counsel or other advisors that
may be utilized, including specifying that all
investments must be made through a designated broker or
brokers.




		
	 	 (vi) The Administrator may establish limits on the
types of investments that are permitted.




		
	 	      (c) Any and all costs associated with investment directions
made by a Participant, Beneficiary or Alternate Payee for an
account shall be charged directly to such account.
	 
	 	      (d) For purposes of this section, the term “Alternate Payee”
shall mean any spouse, former spouse, child or other dependent of a
Participant who is recognized by a domestic relations order as
having a right to benefits under the Plan with respect to such
Participant,



9.17     RIGHTS OF REEMPLOYED VETERANS


      Effective December 12, 1994, notwithstanding any provision of this Plan to
the contrary, contributions, benefits and general credit with respect to
qualified military service will be provided in accordance with Code Section
414(u).


9.18     USE OF ELECTRONIC MEDIA; ADJUSTMENT OF CERTAIN TIME PERIODS


      Notwithstanding any provision herein which requires notices, consents,
elections, or other actions under the Plan to be effectuated through a writing,
such notices, consents, elections, or other actions may be effectuated through
the use of electronic media, if so provided in procedures established by the
Plan Administrator consistent with Department of Labor or Internal Revenue
Service pronouncements or other applicable law. Moreover, any time periods set
forth herein for providing notices, making elections, granting consents, or
taking other actions which are based upon time limits established under
applicable law shall be deemed to be automatically amended, without the
necessity of a formal amendment, to reflect any subsequent

-67-








 modification of those deadlines through Department of Labor or Internal
Revenue Service pronouncements or other changes in applicable law.


      IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.



	 
	 
	Deltek Systems, Inc.
	 
	 
	By:   /s/ Kenneth E. deLaski                  

EMPLOYER
	 
	 
	ATTEST______________________

	 
	 
	/s/ Donald deLaski                                  


TRUSTEE
	 
	 
	/s/ Lori Becker                                           


TRUSTEE
	 
	 
	/s/ Kate Matthews                                   


TRUSTEE




-68-