Exhibit
10.5


CERIDIAN
RETIREMENT PLAN SERVICES

DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST


SPONSORED
BY


CERIDIAN
RETIREMENT PLAN SERVICES


BASIC PLAN
DOCUMENT #01


December,
2001






TABLE OF
CONTENTS


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 1

 PLAN ELIGIBILITY AND PARTICIPATION 


	
 


	
1.1

	
Eligibility for Plan Participation

	
 

	
1


	
1.2

	
Excluded Employees

	
 

	
1


	
 

	
(a)

	
Independent
 contractors

	
 

	
1
 


	
 

	
(b)

	
Leased
 Employees

	
 

	
1
 


	
1.3

	
Employees of Related Employers

	
 

	
2


	
 

	
(a)

	
Nonstandardized
 Agreement

	
 

	
2
 


	
 

	
(b)

	
Standardized
 Agreement

	
 

	
2
 


	
1.4

	
Minimum Age and Service Conditions

	
 

	
2


	
 

	
(a)

	
Maximum
 permissible age and service conditions

	
 

	
2
 


	
 

	
(b)

	
Year
 of Service

	
 

	
2
 


	
 

	
(c)

	
Eligibility
 Computation Periods

	
 

	
2


	
 

	
(d)

	
Application
 of eligibility rules

	
 

	
3
 


	
 

	
(e)

	
Amendment
 of age and service requirements

	
 

	
3
 


	
1.5

	
Entry Dates

	
 

	
3


	
 

	
(a)

	
Entry
 Date requirements

	
 

	
3


	
 

	
(b)

	
Single
 annual Entry Date

	
 

	
3


	
1.6

	
Eligibility Break in Service Rules

	
 

	
4


	
 

	
(a)

	
Rule
 of Parity Break in Service

	
 

	
4
 


	
 

	
(b)

	
One-year
 Break in Service rule for Plans using a two Years of Service eligibility
 condition

	
 

	
4


	
 

	
(c)

	
One-year
 holdout Break in Service rule

	
 

	
4


	
1.7

	
Eligibility upon Reemployment

	
 

	
5
 


	
1.8

	
Operating Rules for Employees Excluded by Class

	
 

	
5
 


	
 

	
(a)

	
Eligible
 Participant becomes part of an excluded class of Employees

	
 

	
5


	
 

	
(b)

	
Excluded
 Employee becomes part of an eligible class of Employee

	
 

	
5


	
1.9

	
Relationship to Accrual of Benefits

	
 

	
5


	
1.10

	
Waiver of Participation

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 2

 EMPLOYER CONTRIBUTIONS AND ALLOCATIONS


	
 


	
2.1

	
Amount of Employer Contributions

	
 

	
6
 


	
 

	
(a)

	
Limitation
 on Employer Contributions

	
 

	
6
 


	
 

	
(b)

	
Limitation
 on Included Compensation

	
 

	
6


	
 

	
(c)

	
Contribution
 of property

	
 

	
6
 


	
 

	
(d)

	
Frozen
 Plan

	
 

	
6


	
2.2

	
Profit Sharing Plan Contribution and Allocations

	
 

	
6


	
 

	
(a)

	
Amount
 of Employer Contribution

	
 

	
6


	
 

	
(b)

	
Allocation
 formula for Employer Contributions

	
 

	
7


	
 

	
(c)

	
Special
 rules for determining Included Compensation

	
 

	
9
 


	
2.3

	
401(k) Plan Contributions and Allocations

	
 

	
10


	
 

	
(a)

	
Section
 401(k) Deferrals

	
 

	
10


	
 

	
(b)

	
Employer
 Matching Contributions

	
 

	
11


	
 

	
(c)

	
Qualified
 Matching Contributions (QMACs)

	
 

	
11








	
 

	
 


	



	
© Copyright 2001 Ceridian Retirement Plan Services

	
Basic Plan Document


	
 


	
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(d)

	
Employer
 Nonelective Contributions

	
 

	
12


	
 

	
(e)

	
Qualified
 Nonelective Contributions (QNECs)

	
 

	
12


	
 

	
(f)

	
Safe
 Harbor Contributions

	
 

	
12


	
 

	
(g)

	
Prior
 SIMPLE 401(k) plan

	
 

	
13
 


	
2.4

	
Money Purchase Plan Contribution and Allocations

	
 

	
13


	
 

	
(a)

	
Employer
 Contributions

	
 

	
13


	
 

	
(b)

	
Uniform
 percentage or uniform dollar amount

	
 

	
13


	
 

	
(c)

	
Permitted
 Disparity Method

	
 

	
13


	
 

	
(d)

	
Contribution
 based on service

	
 

	
14


	
 

	
(e)

	
Davis-Bacon
 Contribution Formula

	
 

	
14


	
 

	
(f)

	
Applicable
 period for determining Included Compensation

	
 

	
15


	
 

	
(g)

	
Special
 rules for determining Included Compensation

	
 

	
15


	
 

	
(h)

	
Limit
 on contribution where Employer maintains another plan in addition to a money
 purchase plan

	
 

	
15


	
2.5

	
Target Benefit Plan Contribution

	
 

	
15


	
 

	
(a)

	
Stated
 Benefit

	
 

	
15


	
 

	
(b)

	
Employer
 Contribution

	
 

	
16


	
 

	
(c)

	
Benefit
 formula

	
 

	
16


	
 

	
(d)

	
Definitions

	
 

	
21


	
2.6

	
Allocation Conditions

	
 

	
23


	
 

	
(a)

	
Safe
 harbor allocation condition

	
 

	
24
 


	
 

	
(b)      Application
 of last day of employment rule for money purchase and target benefit Plans in
 year of termination

	
 

	
24
 


	
 

	
(c)

	
Elapsed
 Time Method

	
 

	
24
 


	
 

	
(d)      Special
 allocation condition for Employer Matching Contributions under Nonstandardized
 401(k) Agreement.

	
 

	
24
 


	
 

	
(e)

	
Application
 to designated period

	
 

	
25
 


	
2.7

	
Fail-Safe Coverage Provision

	
 

	
26


	
 

	
(a)

	
Top-Heavy
 Plans

	
 

	
27


	
 

	
(b)      Category
 1 Employees - Otherwise Eligible Participants (who are Nonhighly Compensated
 Employees) who are still employed by the Employer on the last day of the Plan
 Year but who failed to satisfy the Plan’s Hours of Service condition

	
 

	
27


	
 

	
(c)      Category
 2 Employees - Otherwise Eligible Participants (who are Nonhighly Compensated
 Employees) who terminated employment during the Plan Year with more than 500
 Hours of Service

	
 

	
27


	
 

	
(d)

	
Special
 Fail-Safe Coverage Provision

	
 

	
27


	
2.8

	
Deductible Employee Contributions

	
 

	
27


	
 


	
ARTICLE 3

 EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS


	
 


	
3.1

	
Employee After-Tax Contributions

	
 

	
28
 


	
3.2

	
Rollover Contributions

	
 

	
28
 


	
3.3

	
Transfer of Assets

	
 

	
28
 


	
 

	
(a)

	
Protection
 of Protected Benefits

	
 

	
29


	
 

	
(b)

	
Transferee
 plan

	
 

	
29


	
 

	
(c)

	
Transfers
 from a Defined Benefit Plan, money purchase plan or 401(k) plan

	
 

	
29


	
 

	
(d)

	
Qualified
 Transfer

	
 

	
29


	
 

	
(e)

	
Trustee’s
 right to refuse transfer

	
 

	
31








	
 

	
 


	



	
© Copyright 2001 Ceridian Retirement Plan Services

	
Basic Plan Document


	
 


	
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ARTICLE 4

 PARTICIPANT VESTING


	
 


	
4.1

	
In General

	
 

	
32


	
 

	
(a)

	
Attainment
 of Normal Retirement Age

	
 

	
32


	
 

	
(b)

	
Vesting
 upon death, becoming Disabled, or attainment of Early Retirement Age

	
 

	
32


	
 

	
(c)

	
Addition
 of Employer Nonelective Contribution or Employer Matching Contribution

	
 

	
32


	
 

	
(d)

	
Vesting
 upon merger, consolidation or transfer

	
 

	
32


	
4.2

	
Vesting Schedules

	
 

	
32


	
 

	
(a)

	
Full
 and immediate vesting schedule

	
 

	
32


	
 

	
(b)

	
7-year
 graded vesting schedule

	
 

	
33


	
 

	
(c)

	
6-year
 graded vesting schedule

	
 

	
33


	
 

	
(d)

	
5-year
 cliff vesting schedule

	
 

	
33


	
 

	
(e)

	
3-year
 cliff vesting schedule

	
 

	
33


	
 

	
(f)

	
Modified
 vesting schedule

	
 

	
33


	
4.3

	
Shift to/from Top-Heavy Vesting Schedule

	
 

	
33
 


	
4.4

	
Vesting Computation Period

	
 

	
33


	
 

	
(a)

	
Anniversary
 Years

	
 

	
33


	
 

	
(b)

	
Measurement
 on same Vesting Computation Period

	
 

	
33


	
4.5

	
Crediting Years of Service for Vesting Purposes

	
 

	
33


	
 

	
(a)

	
Calculating
 Hours of Service

	
 

	
33


	
 

	
(b)

	
Excluded
 service

	
 

	
34


	
4.6

	
Vesting Break in Service Rules

	
 

	
34


	
 

	
(a)

	
One-year
 holdout Break in Service

	
 

	
34


	
 

	
(b)

	
Five-Year
 Forfeiture Break in Service

	
 

	
34


	
 

	
(c)

	
Rule
 of Parity Break in Service

	
 

	
34


	
4.7

	
Amendment of Vesting Schedule

	
 

	
35
 


	
4.8

	
Special Vesting Rule - In-Service Distribution When Account
 Balance Less than 100% Vested

	
 

	
35
 


	
 


	
ARTICLE 5

 FORFEITURES


	
 


	
5.1

	
In General

	
 

	
36
 


	
5.2

	
Timing of forfeiture

	
 

	
36
 


	
 

	
(a)

	
Cash-Out
 Distribution

	
 

	
36


	
 

	
(b)

	
Five-Year
 Forfeiture Break in Service

	
 

	
36


	
 

	
(c)

	
Lost
 Participant or Beneficiary

	
 

	
36


	
 

	
(d)

	
Forfeiture
 of Employer Matching Contributions

	
 

	
36


	
5.3

	
Forfeiture Events

	
 

	
36


	
 

	
(a)

	
Cash-Out
 Distribution

	
 

	
36


	
 

	
(b)

	
Five-Year
 Forfeiture Break in Service

	
 

	
38


	
 

	
(c)

	
Lost
 Participant or Beneficiary

	
 

	
39


	
 

	
(d)

	
Forfeiture
 of Employer Matching Contributions

	
 

	
39


	
5.4

	
Timing of Forfeiture Allocation

	
 

	
39
 


	
5.5

	
Method of Allocating Forfeitures

	
 

	
39


	
 

	
(a)

	
Reallocation
 of forfeitures

	
 

	
39


	
 

	
(b)

	
Reduction
 of contributions

	
 

	
39


	
 

	
(c)

	
Payment
 of Plan expenses

	
 

	
39








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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ARTICLE 6

 SPECIAL SERVICE CREDITING PROVISIONS


	
 


	
6.1

	
Year of Service - Eligibility

	
 

	
40


	
 

	
(a)

	
Selection
 of Hours of Service

	
 

	
40


	
 

	
(b)

	
Use of
 Equivalency Method

	
 

	
40


	
 

	
(c)

	
Use of
 Elapsed Time Method

	
 

	
40


	
6.2

	
Eligibility Computation Period

	
 

	
40


	
6.3

	
Year of Service - Vesting

	
 

	
40


	
 

	
(a)

	
Selection
 of Hours of Service

	
 

	
40


	
 

	
(b)

	
Equivalency
 Method

	
 

	
40


	
 

	
(c)

	
Elapsed
 Time Method

	
 

	
41


	
6.4

	
Vesting Computation Period

	
 

	
41


	
6.5

	
Definitions

	
 

	
41


	
 

	
(a)

	
Equivalency
 Method

	
 

	
41


	
 

	
(b)

	
Elapsed
 Time Method

	
 

	
41


	
6.6

	
Switching Crediting Methods

	
 

	
41


	
 

	
(a)

	
Shift
 from crediting Hours of Service to Elapsed Time Method

	
 

	
41


	
 

	
(b)

	
Shift
 from Elapsed Time Method to an Hours of Service method

	
 

	
42


	
6.7

	
Service with Predecessor Employers

	
 

	
42


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 7

 LIMITATION ON PARTICIPANT ALLOCATIONS


	
 

	
 

	
 

	
 

	
 


	
7.1

	
Annual Additions Limitation - No Other Plan Participation

	
 

	
43
 


	
 

	
(a)

	
Annual
 Additions Limitation

	
 

	
43


	
 

	
(b)

	
Using
 estimated Total Compensation

	
 

	
43


	
 

	
(c)

	
Disposition
 of Excess Amount

	
 

	
43


	
7.2

	
Annual Additions Limitation - Participation in Another Plan

	
 

	
44


	
 

	
(a)

	
In
 general

	
 

	
44


	
 

	
(b)

	
This
 Plan’s Annual Addition Limitation

	
 

	
44


	
 

	
(c)

	
Annual
 Additions reduction

	
 

	
44


	
 

	
(d)

	
No
 Annual Additions permitted

	
 

	
44


	
 

	
(e)

	
Using
 estimated Total Compensation

	
 

	
44


	
 

	
(f)

	
Excess
 Amounts

	
 

	
45


	
 

	
(g)

	
Disposition
 of Excess Amounts

	
 

	
45


	
7.3

	
Modification of Correction Procedures

	
 

	
45


	
7.4

	
Definitions Relating to the Annual Additions Limitation

	
 

	
45
 


	
 

	
(a)

	
Annual
 Additions

	
 

	
45


	
 

	
(b)

	
Defined
 Contribution Dollar Limitation

	
 

	
46


	
 

	
(c)

	
Employer

	
 

	
46


	
 

	
(d)

	
Excess
 Amount

	
 

	
46


	
 

	
(e)

	
Limitation
 Year

	
 

	
46


	
 

	
(f)

	
Maximum
 Permissible Amount

	
 

	
46


	
 

	
(g)

	
Total
 Compensation

	
 

	
46


	
7.5

	
Participation in a Defined Benefit Plan

	
 

	
47


	
 

	
(a)

	
Repeal
 of rule

	
 

	
47








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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(b)

	
Special
 definitions relating to Section 7.5

	
 

	
47


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 8

 PLAN DISTRIBUTIONS


	
 


	
8.1

	
Distribution Options

	
 

	
49


	
8.2

	
Amount Eligible for Distribution

	
 

	
49
 


	
8.3

	
Distributions After Termination of Employment

	
 

	
49
 


	
 

	
(a)

	
Account
 Balance exceeding $5,000

	
 

	
49
 


	
 

	
(b)

	
Account
 Balance not exceeding $5,000

	
 

	
50
 


	
 

	
(c)

	
Permissible
 distribution events under a 401(k) plan

	
 

	
50


	
 

	
(d)

	
Disabled
 Participant

	
 

	
50
 


	
 

	
(e)

	
Determining
 whether vested Account Balance exceeds $5,000

	
 

	
50
 


	
 

	
(f)

	
Effective
 date of $5,000 vested Account Balance rule

	
 

	
51
 


	
8.4

	
Distribution upon the Death of the Participant

	
 

	
51


	
 

	
(a)

	
Post-retirement
 death benefit

	
 

	
51


	
 

	
(b)

	
Pre-retirement
 death benefit

	
 

	
51
 


	
 

	
(c)

	
Determining
 a Participant’s Beneficiary

	
 

	
52
 


	
8.5

	
Distributions Prior to Termination of Employment

	
 

	
53


	
 

	
(a)

	
Employee
 After-Tax Contributions, Rollover Contributions, and transfers

	
 

	
53
 


	
 

	
(b)

	
Employer
 Contributions

	
 

	
53
 


	
 

	
(c)      Section
 401(k) Deferrals, Qualified Nonelective Contributions, Qualified Matching
 Contributions, and Safe Harbor Contributions

	
 

	
53


	
 

	
(d)

	
Corrective
 distributions

	
 

	
54
 


	
8.6

	
Hardship Distribution

	
 

	
54


	
 

	
(a)

	
Safe
 harbor Hardship distribution

	
 

	
54
 


	
 

	
(b)

	
Non-safe
 harbor Hardship distribution

	
 

	
55
 


	
 

	
(c)

	
Amount
 available for distribution

	
 

	
55
 


	
8.7

	
Participant Consent

	
 

	
55


	
 

	
(a)

	
Participant
 notice

	
 

	
55
 


	
 

	
(b)

	
Special
 rules

	
 

	
55
 


	
8.8

	
Direct Rollovers

	
 

	
56


	
 

	
(a)

	
Eligible
 Rollover Distribution

	
 

	
56
 


	
 

	
(b)

	
Eligible
 Retirement Plan

	
 

	
56
 


	
 

	
(c)

	
Direct
 Rollover

	
 

	
56


	
 

	
(d)

	
Direct
 Rollover notice

	
 

	
57
 


	
 

	
(e)

	
Special
 rules for Hardship withdrawals of Section 401(k) Deferrals

	
 

	
57


	
8.9

	
Sources of Distribution

	
 

	
57


	
 

	
(a)

	
Exception
 for Hardship withdrawals

	
 

	
57
 


	
 

	
(b)

	
In-kind
 distributions

	
 

	
57
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 9

 JOINT AND SURVIVOR ANNUITY REQUIREMENTS


	
 

	
 

	
 

	
 

	
 


	
9.1

	
Applicability

	
 

	
58


	
 

	
(a)

	
Election
 to have requirements apply

	
 

	
58
 


	
 

	
(b)

	
Election
 to have requirements not apply

	
 

	
58
 


	
 

	
(c)

	
Accumulated
 deductible employee contributions

	
 

	
58
 








	
 

	
 


	



	
© Copyright 2001 Ceridian Retirement Plan Services

	
Basic Plan Document


	
 


	
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9.2

	
Qualified Joint and Survivor Annuity (QJSA)

	
 

	
58
 


	
9.3

	
Qualified Preretirement Survivor Annuity (QPSA)

	
 

	
58
 


	
9.4

	
Definitions

	
 

	
59


	
 

	
(a)

	
Qualified
 Joint and Survivor Annuity (QJSA)

	
 

	
59
 


	
 

	
(b)

	
Qualified
 Preretirement Survivor Annuity (QPSA)

	
 

	
59
 


	
 

	
(c)

	
Distribution
 Commencement Date

	
 

	
59
 


	
 

	
(d)

	
Qualified
 Election

	
 

	
59
 


	
 

	
(e)

	
QPSA
 Election Period

	
 

	
59
 


	
 

	
(f)

	
Pre-Age
 35 Waiver

	
 

	
60
 


	
9.5

	
Notice Requirements

	
 

	
60


	
 

	
(a)

	
QJSA

	
 

	
60
 


	
 

	
(b)

	
QPSA

	
 

	
60
 


	
9.6

	
Exception to the Joint and Survivor Annuity Requirements

	
 

	
60


	
9.7

	
Transitional Rules

	
 

	
60


	
 

	
(a)

	
Automatic
 joint and survivor annuity

	
 

	
61
 


	
 

	
(b)

	
Election
 of early survivor annuity

	
 

	
61
 


	
 

	
(c)

	
Qualified
 Early Retirement Age

	
 

	
61
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 10

 REQUIRED DISTRIBUTIONS


	
 

	
 

	
 

	
 

	
 


	
10.1

	
Required Distributions Before Death

	
 

	
62


	
 

	
(a)

	
Deferred
 distributions

	
 

	
62
 


	
 

	
(b)

	
Required
 minimum distributions

	
 

	
62
 


	
10.2

	
Required Distributions After Death

	
 

	
62


	
 

	
(a)

	
Distribution
 beginning before death

	
 

	
62
 


	
 

	
(b)

	
Distribution
 beginning after death

	
 

	
62
 


	
 

	
(c)

	
Treatment
 of trust beneficiaries as Designated Beneficiaries

	
 

	
63


	
 

	
(d)

	
Trust
 beneficiary qualifying for marital deduction

	
 

	
63


	
10.3

	
Definitions 

	
 

	
64


	
 

	
(a)

	
Required
 Beginning Date

	
 

	
64


	
 

	
(b)

	
Five-Percent
 Owner

	
 

	
64
 


	
 

	
(c)

	
Designated
 Beneficiary

	
 

	
64
 


	
 

	
(d)

	
Applicable
 Life Expectancy

	
 

	
64
 


	
 

	
(e)

	
Life
 Expectancy

	
 

	
65
 


	
 

	
(f)

	
Distribution
 Calendar Year

	
 

	
65
 


	
 

	
(g)

	
Participant’s
 Benefit

	
 

	
65
 


	
10.4

	
GUST Elections

	
 

	
65


	
 

	
(a)

	
Distributions
 under Old-Law Required Beginning Date rules

	
 

	
65
 


	
 

	
(b)

	
Option
 to postpone distributions

	
 

	
65
 


	
 

	
(c)

	
Election
 to stop minimum required distributions

	
 

	
66
 


	
10.5

	
Transitional Rule

	
 

	
67


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 11

 PLAN ADMINISTRATION AND SPECIAL OPERATING RULES


	
 

	
 

	
 

	
 

	
 


	
11.1

	
Plan Administrator

	
 

	
68


	
 

	
(a)

	
Acceptance
 of responsibility by designated Plan Administrator

	
 

	
68
 








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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(b)

	
Resignation
 of designated Plan Administrator

	
 

	
68
 


	
 

	
(c)

	
Named
 Fiduciary

	
 

	
68
 


	
11.2

	
Duties and Powers of the Plan Administrator

	
 

	
68


	
 

	
(a)

	
Delegation
 of duties and powers

	
 

	
68
 


	
 

	
(b)

	
Specific
 duties and powers

	
 

	
68
 


	
11.3

	
Employer Responsibilities

	
 

	
69


	
11.4

	
Plan Administration Expenses

	
 

	
69


	
11.5

	
Qualified Domestic Relations Orders (QDROs)

	
 

	
69
 


	
 

	
(a)

	
In
 general

	
 

	
69
 


	
 

	
(b)

	
Qualified
 Domestic Relations Order (QDRO)

	
 

	
69


	
 

	
(c)

	
Recognition
 as a QDRO

	
 

	
69
 


	
 

	
(d)

	
Contents
 of QDRO

	
 

	
70
 


	
 

	
(e)

	
Impermissible
 QDRO provisions

	
 

	
70


	
 

	
(f)

	
Immediate
 distribution to Alternate Payee

	
 

	
70
 


	
 

	
(g)

	
No fee
 for QDRO determination

	
 

	
70
 


	
 

	
(h)

	
Default
 QDRO procedure

	
 

	
70
 


	
11.6

	
Claims Procedure

	
 

	
71


	
 

	
(a)

	
Filing
 a claim

	
 

	
71
 


	
 

	
(b)

	
Notification
 of Plan Administrator’s decision

	
 

	
72
 


	
 

	
(c)

	
Review
 procedure

	
 

	
72
 


	
 

	
(d)

	
Decision on review

	
 

	
72
 


	
 

	
(e)

	
Default
 claims procedure

	
 

	
72
 


	
11.7

	
Operational
Rules for Short Plan Years 

	
 

	
72


	
11.8

	
Operational
Rules for Related Employer Groups 

	
 

	
73


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 12

 TRUST PROVISIONS


	
 

	
 

	
 

	
 

	
 


	
12.1

	
Creation of Trust

	
 

	
74


	
12.2

	
Trustee

	
 

	
74


	
 

	
(a)

	
Discretionary
 Trustee

	
 

	
74
 


	
 

	
(b)

	
Directed Trustee

	
 

	
74
 


	
12.3

	
Trustee’s Responsibilities Regarding Administration of Trust

	
 

	
74


	
12.4

	
Trustee’s Responsibility Regarding Investment of Plan Assets

	
 

	
75
 


	
12.5

	
More than One Person as Trustee

	
 

	
76
 


	
12.6

	
Annual Valuation

	
 

	
76
 


	
12.7

	
Reporting to Plan Administrator and
 Employer

	
 

	
76
 


	
12.8

	
Reasonable Compensation

	
 

	
76
 


	
12.9

	
Resignation and Removal of Trustee

	
 

	
77
 


	
12.10

	
Indemnification of Trustee

	
 

	
77
 


	
12.11

	
Appointment of Custodian

	
 

	
77
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 13

 PLAN ACCOUNTING AND INVESTMENTS


	
 

	
 

	
 

	
 

	
 


	
13.1

	
Participant Accounts

	
 

	
78
 


	
13.2

	
Value of Participant Accounts

	
 

	
78
 


	
 

	
(a)

	
Periodic
 valuation

	
 

	
78
 








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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(b)

	
Daily
 valuation

	
 

	
78


	
13.3

	
Adjustments to Participant Accounts 

	
 

	
78


	
 

	
(a)

	
Distributions
 and forfeitures from a Participant’s Account

	
 

	
78
 


	
 

	
(b)

	
Life
 insurance premiums and dividends

	
 

	
78
 


	
 

	
(c)

	
Contributions
 and forfeitures allocated to a Participant’s Account

	
 

	
78
 


	
 

	
(d)

	
Net
 income or loss

	
 

	
78


	
13.4

	
Procedures for Determining Net Income or Loss

	
 

	
78


	
 

	
(a)

	
Net
 income or loss attributable to General Trust Account

	
 

	
78
 


	
 

	
(b)

	
Net
 income or loss attributable to a Directed Account

	
 

	
79
 


	
 

	
(c)

	
Share
 or unit accounting

	
 

	
79
 


	
 

	
(d)

	
Suspense
 accounts

	
 

	
79
 


	
13.5

	
Investments under the Plan

	
 

	
80


	
 

	
(a)

	
Investment
 options

	
 

	
80
 


	
 

	
(b)      Limitations
 on the investment in Qualifying Employer Securities and Qualifying Employer
 Real Property

	
 

	
80
 


	
 

	
(c)

	
Participant
 direction of investments

	
 

	
81
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 14

 PARTICIPANT LOANS


	
 

	
 

	
 

	
 

	
 


	
14.1

	
Default Loan Policy

	
 

	
83
 


	
14.2

	
Administration of Loan Program

	
 

	
83
 


	
14.3

	
Availability of Participant Loans

	
 

	
83
 


	
14.4

	
Reasonable Interest Rate

	
 

	
83
 


	
14.5

	
Adequate Security

	
 

	
83
 


	
14.6

	
Periodic Repayment

	
 

	
84
 


	
 

	
(a)

	
Unpaid
 leave of absence

	
 

	
84
 


	
 

	
(b)

	
Military
 leave

	
 

	
84
 


	
14.7

	
Loan Limitations

	
 

	
84
 


	
14.8

	
Segregated Investment

	
 

	
85
 


	
14.9

	
Spousal Consent

	
 

	
85
 


	
14.10

	
Procedures for Loan Default

	
 

	
85
 


	
14.11

	
Termination of Employment

	
 

	
86
 


	
 

	
(a)

	
Offset
 of outstanding loan

	
 

	
86


	
 

	
(b)

	
Direct
 Rollover

	
 

	
86
 


	
 

	
(c)

	
Modified
 loan policy

	
 

	
86
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 15

 INVESTMENT IN LIFE INSURANCE


	
 

	
 

	
 

	
 

	
 


	
15.1

	
Investment in Life Insurance

	
 

	
87
 


	
15.2

	
Incidental Life Insurance Rules

	
 

	
87
 


	
 

	
(a)

	
Ordinary
 life insurance policies

	
 

	
87
 


	
 

	
(b)

	
Life
 insurance policies other than ordinary life

	
 

	
87
 


	
 

	
(c)

	
Combination
 of ordinary and other life insurance policies

	
 

	
87
 


	
 

	
(d)

	
Exception
 for certain profit sharing and 401(k) plans

	
 

	
87


	
 

	
(e)

	
Exception
 for Employee After-Tax Contributions and Rollover Contributions

	
 

	
87
 


	
15.3

	
Ownership of Life Insurance Policies

	
 

	
87
 


	
15.4

	
Evidence of Insurability

	
 

	
87
 








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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15.5

	
Distribution of Insurance Policies

	
 

	
87
 


	
15.6

	
Discontinuance of Insurance Policies

	
 

	
88
 


	
15.7

	
Protection of Insurer

	
 

	
88
 


	
15.8

	
No Responsibility for Act of Insurer

	
 

	
88


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 16

 TOP-HEAVY PLAN REQUIREMENTS


	
 

	
 

	
 

	
 

	
 


	
16.1

	
In General

	
 

	
89
 


	
16.2

	
Top-Heavy Plan Consequences

	
 

	
89
 


	
 

	
(a)

	
Minimum
 allocation for Non-Key Employees

	
 

	
89
 


	
 

	
(b)

	
Special
 Top-Heavy Vesting Rules

	
 

	
91
 


	
16.3

	
Top-Heavy Definitions

	
 

	
91


	
 

	
(a)

	
Determination
 Date

	
 

	
91
 


	
 

	
(b)

	
Determination
 Period

	
 

	
91
 


	
 

	
(c)

	
Key
 Employee

	
 

	
91
 


	
 

	
(d)

	
Permissive
 Aggregation Group

	
 

	
91
 


	
 

	
(e)

	
Present
 Value

	
 

	
91
 


	
 

	
(f)

	
Required
 Aggregation Group

	
 

	
92
 


	
 

	
(g)

	
Top-Heavy
 Plan

	
 

	
92
 


	
 

	
(h)

	
Top-Heavy
 Ratio

	


	
92


	
 

	
(i)

	
Total
 Compensation

	


	
93
 


	
 

	
(j)

	
Valuation
 Date

	


	
93
 


	
 

	
 

	
 

	


	
 


	
ARTICLE 17

 401(k) PLAN PROVISIONS


	
 


	
17.1

	
Limitation on the Amount of Section 401(k) Deferrals

	


	
94


	


	
(a)

	
In
 general

	


	
94
 


	


	
(b)

	
Maximum
 deferral limitation

	


	
94
 


	


	
(c)

	
Correction
 of Code §402(g) violation

	


	
94


	
17.2

	
Nondiscrimination Testing of Section 401(k) Deferrals - ADP
 Test

	


	
95


	


	
(a)

	
ADP
 Test testing methods

	


	
95
 


	


	
(b)

	
Special
 rule for first Plan Year

	


	
96
 


	


	
(c)

	
Use of
 QMACs and QNECs under the ADP Test

	


	
96
 


	


	
(d)

	
Correction
 of Excess Contributions

	


	
96
 


	


	
(e)

	
Adjustment
 of deferral rate for Highly Compensated Employees

	


	
98
 


	
17.3

	
Nondiscrimination Testing of Employer Matching Contributions
 and Employee After-Tax Contributions - ACP Test

	


	
98


	


	
(a)

	
ACP
 Test testing methods

	


	
98
 


	


	
(b)

	
Special
 rule for first Plan Year

	


	
99
 


	


	
(c)

	
Use of
 Section 401(k) Deferrals and QNECs under the ACP Test

	


	
99
 


	


	
(d)

	
Correction
 of Excess Aggregate Contributions

	


	
99
 


	


	
(e)

	
Adjustment
 of contribution rate for Highly Compensated Employees

	


	
101
 


	
17.4

	
Multiple Use Test

	


	
101


	
 

	
(a)

	
Aggregate
 Limit

	
 

	
101
 


	
 

	
(b)

	
Correction
 of the Multiple Use Test

	
 

	
101
 


	
17.5

	
Special Testing Rules

	
 

	
102








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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(a)

	
Special
 rule for determining ADP and ACP of Highly Compensated Employee Group

	
 

	
102
 


	
 

	
(b)

	
Aggregation
 of plans

	
 

	
102
 


	
 

	
(c)

	
Disaggregation
 of plans

	
 

	
102
 


	
 

	
(d)

	
Special
 rules for the Prior Year Testing Method

	
 

	
103
 


	
17.6

	
Safe Harbor 401(k) Plan Provisions

	
 

	
103


	
 

	
(a)

	
Safe
 harbor conditions

	
 

	
103
 


	
 

	
(b)

	
Deemed
 compliance with ADP Test

	
 

	
107
 


	
 

	
(c)

	
Deemed
 compliance with ACP Test

	
 

	
107
 


	
 

	
(d)

	
Rules
 for applying the ACP Test

	
 

	
108
 


	
 

	
(e)

	
Aggregated
 plans

	
 

	
108
 


	
 

	
(f)

	
First
 year of plan

	
 

	
108
 


	
17.7

	
Definitions

	
 

	
108


	
 

	
(a)

	
ACP -
 Average Contribution Percentage

	
 

	
108


	
 

	
(b)

	
ADP -
 Average Deferral Percentage

	
 

	
108
 


	
 

	
(c)

	
Excess
 Aggregate Contributions

	
 

	
108
 


	
 

	
(d)

	
Excess
 Contributions

	
 

	
109
 


	
 

	
(e)

	
Highly
 Compensated Employee Group

	
 

	
109
 


	
 

	
(f)

	
Nonhighly
 Compensated Employee Group

	
 

	
109
 


	
 

	
(g)

	
QMACs -
 Qualified Matching Contribution

	
 

	
109
 


	
 

	
(h)

	
QNECs -
 Qualified Nonelective Contributions

	
 

	
109
 


	
 

	
(i)

	
Testing
 Compensation

	
 

	
109
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 18

 PLAN AMENDMENTS AND TERMINATION


	
 

	
 

	
 

	
 

	
 


	
18.1

	
Plan Amendments

	
 

	
110


	
 

	
(a)

	
Amendment
 by the Prototype Sponsor

	
 

	
110
 


	
 

	
(b)

	
Amendment
 by the Employer

	
 

	
110
 


	
 

	
(c)

	
Protected
 Benefits

	
 

	
111
 


	
18.2

	
Plan Termination

	
 

	
111


	
 

	
(a)

	
Full
 and immediate vesting

	
 

	
111
 


	
 

	
(b)

	
Distribution
 procedures

	
 

	
111


	
 

	
(c)

	
Termination
 upon merger, liquidation or dissolution of the Employer

	
 

	
112
 


	
18.3

	
Merger or Consolidation

	
 

	
112


	
 

	
 

	
 

	
 


	
ARTICLE 19

 MISCELLANEOUS


	
 

	
 

	
 

	
 

	
 


	
19.1

	
Exclusive Benefit

	
 

	
113


	
19.2

	
Return of Employer Contributions

	
 

	
113
 


	
 

	
(a)

	
Mistake
 of fact

	
 

	
113
 


	
 

	
(b)

	
Disallowance
 of deduction

	
 

	
113
 


	
 

	
(c)

	
Failure
 to initially qualify

	
 

	
113
 


	
19.3

	
Alienation or Assignment

	
 

	
113
 


	
19.4

	
Participants’ Rights

	
 

	
113
 


	
19.5

	
Military Service

	
 

	
113


	
19.6

	
Paired Plans

	
 

	
113
 


	
19.7

	
Annuity Contract

	
 

	
114
 








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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19.8

	
Use of IRS compliance programs

	
 

	
114
 


	
19.9

	
Loss of Prototype Status

	
 

	
114
 


	
19.10

	
Governing Law

	
 

	
114


	
19.11

	
Waiver of Notice

	
 

	
114
 


	
19.12

	
Use of Electronic Media

	
 

	
114
 


	
19.13

	
Severability of Provisions

	
 

	
114
 


	
19.14

	
Binding Effect

	
 

	
114
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 20

 GUST ELECTIONS AND EFFECTIVE DATES


	
 

	
 

	
 

	
 

	
 


	
20.1

	
GUST Effective Dates

	
 

	
115


	
20.2

	
Highly Compensated Employee Definition

	
 

	
115


	
 

	
(a)

	
Top-Paid
 Group Test

	
 

	
115


	
 

	
(b)

	
Calendar
 Year Election

	
 

	
115


	
 

	
(c)

	
Old-Law
 Calendar Year Election

	
 

	
115
 


	
20.3

	
Required Minimum Distributions

	
 

	
116


	
20.4

	
$5,000 Involuntary Distribution Threshold

	
 

	
116


	
20.5

	
Repeal of Family Aggregation for Allocation Purposes

	
 

	
116


	
20.6

	
ADP/ACP Testing Methods

	
 

	
116


	
20.7

	
Safe Harbor 401(k) Plan

	
 

	
116


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 21

 PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)


	
 

	
 

	
 

	
 

	
 


	
21.1

	
Co-Sponsor Adoption Page

	
 

	
117


	
21.2

	
Participation by Employees of Co-Sponsor

	
 

	
117


	
21.3

	
Allocation of Contributions and Forfeitures

	
 

	
117


	
21.4

	
Co-Sponsor No Longer a Related Employer

	
 

	
117


	
 

	
(a)

	
Manner
 of discontinuing participation

	
 

	
117


	
 

	
(b)

	
Multiple
 employer plan

	
 

	
117


	
21.5

	
Special Rules for Standardized Agreements

	
 

	
117


	
 

	
(a)

	
New
 Related Employer

	
 

	
118


	
 

	
(b)

	
Former
 Related Employer

	
 

	
118


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 22

 PLAN DEFINITIONS


	
 

	
 

	
 

	
 

	
 


	
22.1

	
Account

	
 

	
119


	
22.2

	
Account Balance

	
 

	
119


	
22.3

	
Accrued Benefit

	
 

	
119


	
22.4

	
ACP — Average Contribution Percentage

	
 

	
119


	
22.5

	
ACP Test — Actual Contribution Percentage Test

	
 

	
119


	
22.6

	
Actual Hours Crediting Method

	
 

	
119


	
22.7

	
Adoption Agreement

	
 

	
119


	
22.8

	
ADP — Average Deferral Percentage

	
 

	
119


	
22.9

	
ADP Test — Actual Deferral Percentage Test

	
 

	
119


	
22.10

	
Agreement

	
 

	
119


	
22.11

	
Aggregate Limit

	
 

	
119


	
22.12

	
Alternate Payee

	
 

	
119








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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22.13

	
Anniversary Year Method

	
 

	
119


	
22.14

	
Anniversary Years

	
 

	
119


	
22.15

	
Annual Additions

	
 

	
120


	
22.16

	
Annual Additions Limitation

	
 

	
120


	
22.17

	
Annuity Starting Date

	
 

	
120


	
22.18

	
Applicable Life Expectancy

	
 

	
120


	
22.19

	
Applicable Percentage

	
 

	
120


	
22.20

	
Average Compensation

	
 

	
120


	
22.21

	
Averaging Period

	
 

	
120


	
22.22

	
Balance Forward Method

	
 

	
120


	
22.23

	
Basic Plan Document

	
 

	
120


	
22.24

	
Beneficiary

	
 

	
120


	
22.25

	
BPD

	
 

	
120


	
22.26

	
Break-in-Service - Eligibility

	
 

	
120


	
22.27

	
Break-in-Service - Vesting

	
 

	
120


	
22.28

	
Calendar Year Election

	
 

	
120


	
22.29

	
Cash-Out Distribution

	
 

	
120


	
22.30

	
Code

	
 

	
120


	
22.31

	
Code §415 Safe Harbor Compensation

	
 

	
121


	
22.32

	
Compensation Dollar Limitation

	
 

	
121


	
22.33

	
Co-Sponsor

	
 

	
121


	
22.34

	
Co-Sponsor Adoption Page

	
 

	
121


	
22.35

	
Covered Compensation

	
 

	
121


	
22.36

	
Cumulative Disparity Limit

	
 

	
121


	
22.37

	
Current Year Testing Method

	
 

	
121


	
22.38

	
Custodian

	
 

	
121


	
22.39

	
Davis-Bacon Act Service

	
 

	
121


	
22.40

	
Davis-Bacon Contribution Formula

	
 

	
121


	
22.41

	
Defined Benefit Plan

	
 

	
121


	
22.42

	
Defined Benefit Plan Fraction

	
 

	
122


	
22.43

	
Defined Contribution Plan

	
 

	
122


	
22.44

	
Defined Contribution Plan Dollar Limitation

	
 

	
122


	
22.45

	
Defined Contribution Plan Fraction

	
 

	
122


	
22.46

	
Designated Beneficiary

	
 

	
122


	
22.47

	
Determination Date

	
 

	
122


	
22.48

	
Determination Period

	
 

	
122


	
22.49

	
Determination Year

	
 

	
122


	
22.50

	
Directed Account

	
 

	
122


	
22.51

	
Directed Trustee

	
 

	
122


	
22.52

	
Direct Rollover

	
 

	
122


	
22.53

	
Disabled

	
 

	
122


	
22.54

	
Discretionary Trustee

	
 

	
122


	
22.55

	
Distribution Calendar Year

	
 

	
122


	
22.56

	
Distribution Commencement Date

	
 

	
122








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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22.57

	
Early Retirement Age

	
 

	
122


	
22.58

	
Earned Income

	
 

	
122


	
22.59

	
Effective Date

	
 

	
123


	
22.60

	
Elapsed Time Method

	
 

	
123


	
22.61

	
Elective Deferrals

	
    

	
123


	
22.62

	
Eligibility Computation Period

	
 

	
123


	
22.63

	
Eligible Participant

	
 

	
123


	
22.64

	
Eligible Rollover Distribution

	
 

	
123


	
22.65

	
Eligible Retirement Plan

	
 

	
123


	
22.66

	
Employee

	
 

	
123


	
22.67

	
Employee After-Tax Contribution Account

	
 

	
124


	
22.68

	
Employee After-Tax Contributions

	
 

	
124


	
22.69

	
Employer

	
 

	
124


	
22.70

	
Employer Contribution Account

	
 

	
124


	
22.71

	
Employer Contributions

	
 

	
124


	
22.72

	
Employer Matching Contribution Account

	
 

	
124


	
22.73

	
Employer Matching Contributions

	
 

	
124


	
22.74

	
Employer Nonelective Contributions

	
 

	
124


	
22.75

	
Employment Commencement Date

	
 

	
124


	
22.76

	
Employment Period

	
 

	
124


	
22.77

	
Entry Date

	
 

	
124


	
22.78

	
Equivalency Method

	
 

	
124


	
22.79

	
ERISA

	
 

	
124


	
22.80

	
Excess Aggregate Contributions

	
 

	
124


	
22.81

	
Excess Amount

	
 

	
124


	
22.82

	
Excess Compensation

	
 

	
124


	
22.83

	
Excess Contributions

	
 

	
125


	
22.84

	
Excess Deferrals

	
 

	
125


	
22.85

	
Excluded Employee

	
 

	
125


	
22.86

	
Fail-Safe Coverage Provision

	
 

	
125


	
22.87

	
Favorable IRS Letter

	
 

	
125


	
22.88

	
Five-Percent Owner

	
 

	
125


	
22.89

	
Five-Year Forfeiture Break in Service

	
 

	
125


	
22.90

	
Flat Benefit

	
 

	
125


	
22.91

	
Flat Excess Benefit

	
 

	
125


	
22.92

	
Flat Offset Benefit

	
 

	
125


	
22.93

	
Former Related Employer

	
 

	
125


	
22.94

	
Four-Step Formula

	
 

	
125


	
22.95

	
General Trust Account

	
 

	
125


	
22.96

	
GUST Legislation

	
 

	
125


	
22.97

	
Hardship

	
 

	
125


	
22.98

	
Highest Average Compensation

	
 

	
125


	
22.99

	
Highly Compensated Employee

	
 

	
125


	
 

	
(a)

	
Definition

	
 

	
125








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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(b)

	
Other
 Definitions

	
 

	
126


	
 

	
(c)

	
Application
 of Highly Compensated Employee definition

	
 

	
126


	
22.100

	
Highly Compensated Employee Group

	
 

	
126


	
22.101

	
Hour of Service

	
 

	
126


	
 

	
(a)

	
Performance
 of duties

	
 

	
126


	
 

	
(b)

	
Nonperformance
 of duties

	
 

	
126


	
 

	
(c)

	
Back
 pay award

	
 

	
127


	
 

	
(d)

	
Related
 Employers/Leased Employees

	
 

	
127


	
 

	
(e)

	
Maternity/paternity
 leave

	
 

	
127


	
22.102

	
Included Compensation

	
 

	
127


	
22.103

	
Insurer

	
 

	
128


	
22.104

	
Integrated Benefit Formula

	
 

	
128


	
22.105

	
Integration Level

	
 

	
128


	
22.106

	
Investment Manager

	
 

	
128


	
22.107

	
Key Employee

	
 

	
128


	
22.108

	
Leased Employee

	
 

	
128


	
22.109

	
Life Expectancy

	
 

	
128


	
22.110

	
Limitation Year

	
 

	
128


	
22.111

	
Lookback Year

	
 

	
128


	
22.112

	
Maximum Disparity Percentage

	
 

	
128


	
22.113

	
Maximum Offset Percentage

	
 

	
128


	
22.114

	
Maximum Permissible Amount

	
 

	
128


	
22.115

	
Measuring Period

	
 

	
128


	
22.116

	
Multiple Use Test

	
 

	
128


	
22.117

	
Named Fiduciary

	
 

	
128


	
22.118

	
Net Profits

	
 

	
128


	
22.119

	
New Related Employer

	
 

	
128


	
22.120

	
Nonhighly Compensated Employee

	
 

	
129


	
22.121

	
Nonhighly Compensated Employee Group

	
 

	
129


	
22.122

	
Nonintegrated Benefit Formula

	
 

	
129


	
22.123

	
Non-Key Employee

	
 

	
129


	
22.124

	
Nonresident Alien Employees

	
 

	
129


	
22.125

	
Nonstandardized Agreement

	
 

	
129


	
22.126

	
Normal Retirement Age

	
 

	
129


	
22.127

	
Offset Compensation

	
 

	
129


	
22.128

	
Offset Benefit Formula

	
 

	
129


	
22.129

	
Old-Law Calendar Year Election

	
 

	
129


	
22.130

	
Old-Law Required Beginning Date

	
 

	
129


	
22.131

	
Owner-Employee

	
 

	
129


	
22.132

	
Paired Plans

	
 

	
129


	
22.133

	
Participant

	
 

	
129


	
22.134

	
Period of Severance

	
 

	
129


	
22.135

	
Permissive Aggregation Group

	
 

	
129


	
22.136

	
Permitted Disparity Method

	
 

	
129








	
 

	
 


	



	
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Basic Plan Document


	
 


	
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22.137

	
Plan

	
 

	
129


	
22.138

	
Plan Administrator

	
 

	
130


	
22.139

	
Plan Year

	
 

	
130


	
22.140

	
Pre-Age 35 Waiver

	
 

	
130


	
22.141

	
Predecessor Employer

	
 

	
130


	
22.142

	
Predecessor Plan

	
 

	
130


	
22.143

	
Present Value

	
 

	
130


	
22.144

	
Present Value Stated Benefit

	
 

	
130


	
22.145

	
Prior Year Testing Method

	
 

	
130


	
22.146

	
Pro Rata Allocation Method

	
 

	
130


	
22.147

	
Projected Annual Benefit

	
 

	
130


	
22.148

	
Protected Benefit

	
 

	
130


	
22.149

	
Prototype Plan

	
 

	
130


	
22.150

	
Prototype Sponsor

	
 

	
130


	
22.151

	
QDRO — Qualified Domestic Relations Order

	
 

	
130


	
22.152

	
QJSA — Qualified Joint and Survivor Annuity

	
 

	
130


	
22.153

	
QMAC Account

	
 

	
130


	
22.154

	
QMACs — Qualified Matching Contribution

	
 

	
130


	
22.155

	
QNEC Account

	
 

	
131


	
22.156

	
QNECs — Qualified Nonelective Contributions

	
 

	
131


	
22.157

	
QPSA — Qualified Preretirement Survivor Annuity

	
 

	
131


	
22.158

	
QPSA Election Period

	
 

	
131


	
22.159

	
Qualified Election

	
 

	
131


	
22.160

	
Qualified Transfer

	
 

	
131


	
22.161

	
Qualifying Employer Real Property

	
 

	
131


	
22.162

	
Qualifying Employer Securities

	
 

	
131


	
22.163

	
Reemployment Commencement Date

	
 

	
131


	
22.164

	
Related Employer

	
 

	
131


	
22.165

	
Required Aggregation Group

	
 

	
131


	
22.166

	
Required Beginning Date

	
 

	
131


	
22.167

	
Reverse QNEC Method

	
 

	
131


	
22.168

	
Rollover Contribution Account

	
 

	
131


	
22.169

	
Rollover Contribution

	
 

	
131


	
22.170

	
Rule of Parity Break in Service

	
 

	
131


	
22.171

	
Safe Harbor 401(k) Plan

	
 

	
131


	
22.172

	
Safe Harbor Contribution

	
 

	
131


	
22.173

	
Safe Harbor Matching Contribution Account

	
 

	
131


	
22.174

	
Safe Harbor Matching Contributions

	
 

	
132


	
22.175

	
Safe Harbor Nonelective Contribution Account

	
 

	
132


	
22.176

	
Safe Harbor Nonelective Contributions

	
 

	
132


	
22.177

	
Salary Reduction Agreement

	
 

	
132


	
22.178

	
Section 401(k) Deferral Account

	
 

	
132


	
22.179

	
Section 401(k) Deferrals

	
 

	
132


	
22.180

	
Self-Employed Individual

	
 

	
132








	
 

	
 


	



	
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22.181

	
Shareholder-Employee

	
 

	
132


	
22.182

	
Shift-to-Plan- Year Method

	
 

	
132


	
22.183

	
Short Plan Year

	
 

	
132


	
22.184

	
Social Security Retirement Age

	
 

	
132


	
22.185

	
Standardized Agreement

	
 

	
132


	
22.186

	
Stated Benefit

	
 

	
132


	
22.187

	
Straight Life Annuity

	
 

	
132


	
22.188

	
Successor Plan

	
 

	
133


	
22.189

	
Taxable Wage Base

	
 

	
133


	
22.190

	
Testing Compensation

	
 

	
133


	
22.191

	
Theoretical Reserve

	
 

	
133


	
22.192

	
Three Percent Method

	
 

	
133


	
22.193

	
Top-Paid Group

	
 

	
133


	
22.194

	
Top-Paid Group Test

	
 

	
133


	
22.195

	
Top-Heavy Plan

	
 

	
133


	
22.196

	
Top-Heavy Ratio

	
 

	
133


	
22.197

	
Total Compensation

	
 

	
133


	
 

	
(a)

	
W-2
 Wages

	
 

	
133


	
 

	
(b)

	
Withholding
 Wages

	
 

	
133


	
 

	
(c)

	
Code
 §415 Safe Harbor Compensation

	
 

	
133


	
22.198

	
Transfer Account

	
 

	
134


	
22.199

	
Trust

	
 

	
134


	
22.200

	
Trustee

	
 

	
134


	
22.201

	
Two-Step Formula

	
 

	
134


	
22.202

	
Union Employee

	
 

	
134


	
22.203

	
Unit Benefit

	
 

	
134


	
22.204

	
Unit Excess Benefit

	
 

	
134


	
22.205

	
Unit Offset Benefit

	
 

	
134


	
22.206

	
Valuation Date

	
 

	
134


	
22.207

	
Vesting Computation Period

	
 

	
134


	
22.208

	
W-2 Wages

	
 

	
135


	
22.209

	
Withholding Wages

	
 

	
135


	
22.210

	
Year of Participation

	
 

	
135


	
22.211

	
Year of Service

	
 

	
135








	
 

	
 


	



	
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ARTICLE I
PLAN
ELlGlBlLlTY AND PARTICIPATION


	
 

	
 

	
 

	
 


	
This Article contains the rules for determining when
 an Employee becomes eligible to participate in the Plan. Part 1 and Part 2 of
 the Agreement contain specific elections for applying these Plan eligibility
 and participation rules. Article 6 of this BPD and Part 7 of the Agreement
 contain special service crediting elections to override the default
 provisions under this Article.


	
 


	
1.1

	
Eligibility
 for Plan Participation. An Employee who satisfies the
 Plan’s minimum age and service conditions (as elected in Part 1, #5 of the
 Agreement) is eligible to participate in the Plan beginning on the Entry Date
 selected in Part 2 of the Agreement, unless he/she is specifically excluded
 from participation under Part 1, #4 of the Agreement. An Employee who has
 satisfied the Plan’s minimum age and service conditions and is employed on
 his/her Entry Date is referred to as an Eligible Participant. (See Section
 1.7 below for the rules regarding an Employee who terminates employment prior
 to his/her Entry Date.) An Employee who is excluded from participation under
 Part 1, #4 of the Agreement is referred to as an Excluded Employee.


	
 

	
 


	
1.2

	
Excluded
 Employees. Unless specifically excluded under Part 1, #4 of
 the Agreement, all Employees of the Employer are entitled to participate
 under the Plan upon becoming an Eligible Participant. Any Employee who is
 excluded under Part 1, #4 of the Agreement may not participate under the
 Plan, unless such Excluded Employee subsequently becomes a member of an
 eligible class of Employees. (See Section 1.8(b) of this Article for rules
 regarding an Excluded Employee’s entry into the Plan if he/she subsequently
 becomes a member of an eligible class of Employees.)


	
 

	
 


	
 

	
The Employer may elect under Part 1, #4 of the
 401(k) Agreement to exclude different groups of Employees for Section 401(k)
 Deferrals, Employer Matching Contributions, and Employer Nonelective
 Contributions. Unless provided otherwise under Part 1, #4.f. of the
 Nonstandardized 401(k) Agreement, for purposes of determining the Excluded
 Employees, any selection made with respect to Section 401(k) Deferrals also
 will apply to any Employee After-Tax Contributions and any Safe Harbor
 Contributions; any selections made with respect to Employer Matching
 Contributions also will apply to any Qualified Matching Contributions
 (QMACs); and any selections made with respect to Employer Nonelective
 Contributions also will apply to any Qualified Nonelective Contributions
 (QNECs). 


	
 

	
 


	
 

	
(a)

	
Independent
 contractors. Any individual who is an independent
 contractor, or who performs services with the Employer under an agreement
 that identifies the individual as an independent contractor, is specifically
 excluded from the Nonstandardized Plan. In the event the Internal Revenue
 Service (IRS) retroactively reclassifies such an individual as an Employee,
 the reclassified Employee will become an Eligible Participant on the date the
 IRS issues a final determination regarding his/her employment status (or the
 individual’s Entry Date, if later), unless the individual is otherwise
 excluded from participation under Part 1, #4 of the Nonstandardized
 Agreement. For periods prior to the date of such final determination, the
 reclassified Employee will not have any rights to accrued benefits under the
 Plan, except as agreed to by the Employer and the IRS, or as set forth in an
 amendment adopted by the Employer. 


	
 

	
 

	
 


	
 

	
(b)

	
Leased
 Employees. If an individual is a Leased Employee, such
 individual is treated as an Employee of the Employer and may participate
 under the Plan upon satisfying the Plan’s minimum age and service conditions,
 unless the Employer elects to exclude Leased Employees from participation
 under Part 1, #4.d. of the Nonstandardized Agreement. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Definition of Leased Employee.
 Effective for Plan Years beginning after December 31, 1996, a Leased
 Employee, as defined in Code §414(n), is an individual who performs services
 for the Employer on a substantially full time basis for a period of at least
 one year pursuant to an agreement between the Employer and a leasing
 organization, provided such services are performed under the primary
 direction or control of the recipient Employer. For Plan Years beginning
 before January 1, 1997, the definition of Leased Employee is as defined under
 Code §414(n), as in effect for such years.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Credit for benefits.
 If a Leased Employee receives contributions or benefits under a plan
 maintained by the leasing organization that are attributable to services
 performed for the Employer, such contributions or benefits shall be treated
 as provided by the Employer.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Safe harbor plan.
 A Leased Employee will not be considered an Employee of the Employer if such
 Leased Employee is covered by a money purchase plan of the leasing
 organization which provides: (i) a nonintegrated employer contribution of at
 least 10% of compensation, (ii) immediate participation, and (iii) full and
 immediate vesting. For this paragraph to apply, Leased Employees must not
 constitute more than 20% of the total Nonhighly Compensated Employees of the
 Employer.








	
 

	
 


	



	
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 Retirement Plan Services

	
Basic
 Plan Document





1






	
 

	
 

	
 


	
1.3

	
Employees of
 Related Employers. Employees of the Employer that executes
 the Signature Page of the Agreement and Employees of any Related Employer
 that executes a Co-Sponsor Adoption Page under the Agreement are eligible to
 participate in this Plan. 


	
 

	
 


	
 

	
(a)

	
Nonstandardized
 Agreement. In a Nonstandardized Agreement, a Related
 Employer is not required to execute a Co-Sponsor Adoption Page. However,
 Employees of a Related Employer that does not execute a Co-Sponsor Adoption
 Page are not eligible to participate in the Plan.


	
 

	
 

	
 


	
 

	
(b)

	
Standardized
 Agreement. In a Standardized Agreement, Employees of all
 Related Employers are eligible to participate under the Plan upon satisfying
 any required minimum age and/or service conditions (unless otherwise excluded
 under Part 1, #4 of the Agreement). All Related Employers (who have Employees
 who may be eligible under the Plan) must execute a Co-Sponsor Adoption Page
 under the Agreement, so the Employees of such Related Employers are eligible
 to become Participants in the Plan. (See Article 21 for applicable rules if a
 Related Employer does not sign the Co-Sponsor Adoption Page and the effect of
 an acquisition or disposition transaction that is described in Code §410(b)(6)(C).)


	
 

	
 

	
 


	
1.4

	
Minimum Age
 and Service Conditions. Part 1, #5 of the Agreement
 contains specific elections as to the minimum age and service conditions which
 an Employee must satisfy prior to becoming eligible to participate under the
 Plan. An Employee may be required to attain a specific age or to complete a
 certain amount of service with the Employer prior to commencing participation
 under the Plan. If no minimum age or service conditions apply to a particular
 contribution (i.e., the Employer elects “None” under Part 1, #5.a. of the
 Agreement), an Employee is treated as satisfying the Plan’s eligibility
 requirements on the individual’s Employment Commencement Date. 


	
 

	
 


	
 

	
Different age and service conditions may be selected
 under Part 1, #5 of the 401(k) Agreement for Section 401(k) Deferrals,
 Employer Matching Contributions, and Employer Nonelective Contributions. For
 purposes of applying the eligibility conditions under Part 1, #5, any
 selection made with respect to Section 401(k) Deferrals also will apply to
 any Employee After-Tax Contributions; any selections made with respect to
 Employer Matching Contributions also will apply to any Qualified Matching Contributions
 (QMACs); and any selections made with respect to Employer Nonelective
 Contributions also will apply to any Qualified Nonelective Contributions
 (QNECs), unless otherwise provided under Part 1, #5.f. of the Nonstandardized
 401(k) Agreement. In addition, any eligibility conditions selected with
 respect to Section 401(k) Deferrals also will apply to any Safe Harbor
 Contributions designated under Part 4E of the 401(k) Agreement, unless
 otherwise provided under Part 4E, #30.d. of the 401(k) Agreement. If
 different conditions apply for different contributions, the rules in this
 Article for determining when an Employee is an Eligible Participant are
 applied separately with respect to each set of eligibility conditions.


	
 

	
 


	
 

	
(a)

	
Maximum
 permissible age and service conditions. Code §410(a)
 provides limits on the maximum permissible age and service conditions that
 may be required prior to Plan participation. The Employer may not require an
 Employee, as a condition of Plan participation, to attain an age older than
 age 21. The Employer also may not require an Employee to complete more than
 one Year of Service, unless the Employer elects full and immediate vesting
 under Part 6 of the Agreement, in which case the Employer may require an
 Employee to complete up to two Years of Service. (The Employer may not
 require an Employee to complete more than one Year of Service to be eligible
 to make Section 401(k) Deferrals under the 401(k) Agreement.)


	
 

	
 

	
 


	
 

	
(b)

	
Year of
 Service. Unless the Employer elects otherwise under Part 7,
 #23 of the Agreement [Part 7, #41 of the 401(k) Agreement], an Employee will
 earn one Year of Service for purposes of applying the eligibility rules under
 this Article if the Employee completes at least 1,000 Hours of Service with
 the Employer during an Eligibility Computation Period (as defined in
 subsection (c) below). An Employee will receive credit for a Year of Service,
 as of the end of the Eligibility Computation Period, if the Employee
 completes the required Hours of Service during such period, even if the
 Employee is not employed for the entire period. In calculating an Employee’s
 Hours of Service for purposes of applying the eligibility rules under this
 Article, the Employer will use the Actual Hours Crediting Method, unless
 elected otherwise under Part 7 of the Agreement. (See Article 6 of this BPD
 for a description of alternative service crediting methods.)


	
 

	
 

	
 


	
 

	
(c)

	
Eligibility
 Computation Periods. For purposes of determining Years of
 Service under this Article, an Employee’s initial Eligibility Computation
 Period is the 12-month period beginning on the Employee’s Employment
 Commencement Date. If one Year of Service is required for eligibility, and
 the Employee is not credited with a Year of Service for the first Eligibility
 Computation Period, subsequent Eligibility Computation Periods are calculated
 under the Shift-to-Plan-Year Method, unless the Employer elects under Part 7,
 #24.a. of the Agreement [Part 7, #42.a. of the 401(k) Agreement] to use the
 Anniversary Year Method. If two Years of Service are required for
 eligibility, subsequent Eligibility Computation Periods are measured on the
 Anniversary Year Method, unless the Employer elects under Part 7, #24.b. of
 the Agreement [Part 7, #42.b. of the 401(k) Agreement] to use the Shift-to-Plan-Year
 Method. In the case of a 401(k) Agreement in which a two Years of Service
 eligibility condition is used for either Employer Matching Contributions or
 Employer Nonelective Contributions, the method used to determine Eligibility
 Computation Periods for the two Years of Service condition also will apply to
 any one Year of Service eligibility condition used with respect to any other
 contributions under the Plan.








	
 

	
 


	



	
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 Retirement Plan Services

	
Basic
 Plan Document





2






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Shift-to-Plan-Year Method.
 Under the Shift-to-Plan-Year Method, after the initial Eligibility
 Computation Period, subsequent Eligibility Computation Periods are measured
 using the Plan Year. In applying the Shift-to-Plan-Year Method, the first Eligibility
 Computation Period following the shift to the Plan Year is the first Plan
 Year that commences after the Employee’s Employment Commencement Date. See
 Section 11.7 for rules that apply if there is a short Plan Year.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Anniversary Year Method.
 Under the Anniversary Year Method, after the initial Eligibility Computation
 Period, each subsequent Eligibility Computation Period is the 12-month
 period commencing with the anniversary of the Employee’s Employment
 Commencement Date.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Application
 of eligibility rules.


	
 

	
 

	
 


	
 

	
 

	
(1)

	
General rule -
Effective Date. All Employees who have satisfied the conditions for being an
Eligible Participant (and have reached their Entry Date (as determined under
Part 2 of the Agreement)) as of the Effective Date of the Plan are eligible to
participate in the Plan as of the Effective Date (provided the Employee is
employed on such date and is not otherwise excluded from participation under
Part 1, #4 of the Agreement). If an Employee has satisfied all the conditions
for being an Eligible Participant as of the Effective Date of the Plan,
except the Employee has not yet reached his/her Entry Date, the Employee will
become an Eligible Participant on the appropriate Entry Date in accordance
with this Article. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Dual eligibility provision.
 The Employer may modify the rule described in subsection (1) above by
 electing under Part 1, #6.a. of the Nonstandardized Agreement [Part 1, #6 of
 the Standardized Agreement] to treat all Employees employed on the Effective
 Date of the Plan as Eligible Participants as of such date. Alternatively, the
 Employer may elect under Part 1, #6.b. of the Nonstandardized Agreement to
 apply the dual eligibility provision as of a specified date. Any Employee
 employed as of a date designated under Part 1, #6 will be deemed to be an
 Eligible Participant as of the later of such date or the Effective Date of
 this Plan, whether or not the Employee has otherwise satisfied the
 eligibility conditions designated under Part 1, #5 and whether or not the
 Employee has otherwise reached his/her Entry Date (as designated under Part 2
 of the Agreement). Thus, all eligible Employees employed on the date
 designated under Part 1, #6 will commence participating under the Plan as of
 the appropriate date.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Amendment of
 age and service requirements. If the Plan’s minimum age and
 service conditions are amended, an Employee who is an Eligible Participant
 immediately prior to the effective date of the amendment is deemed to satisfy
 the amended requirements. This provision may be modified under the special
 Effective Date provisions under Appendix A of the Agreement.


	
 

	
 

	
 


	
1.5

	
Entry Dates.
 Part 2 of the Agreement contains specific elections regarding the Entry Dates
 under the Plan. An Employee’s Entry Date is the date as of which he/she is
 first considered an Eligible Participant. Depending on the elections in Part
 2 of the Agreement, the Entry Date may be the exact date on which an Employee
 completes the Plan’s age and service conditions, or it might be some date
 that occurs before or after such conditions are satisfied. If an Employee is
 excluded from participation under Part 1, #4 of the Agreement, see the rules
 under Section 1.8 of this Article.


	
 

	
 


	
 

	
The Employer may elect under Part 2 of the 401(k)
 Agreement to apply different Entry Dates for Section 401(k) Deferrals,
 Employer Matching Contributions, and Employer Nonelective Contributions.
 Unless provided otherwise in Part 2, #8.f. of the Nonstandardized 401(k)
 Agreement, the Entry Date chosen for Section 401(k) Deferrals also applies to
 any Employee After-Tax Contributions and to any Safe Harbor Contributions
 designated under Part 4E of the Agreement; the Entry Date chosen for Employer
 Matching Contributions also applies to any Qualified Matching Contributions
 (QMACs); and the Entry Date chosen for Employer Nonelective Contributions
 also applies to any Qualified Nonelective Contributions (QNECs).


	
 

	
 


	
 

	
(a)

	
Entry Date
 requirements. Except as provided under Section 1.4(d)(2)
 above, an Employee (other than an Excluded Employee) commences participation
 under the Plan (i.e., becomes an Eligible Participant) as of the Entry Date
 selected in Part 2 of the Agreement, provided the individual is employed by
 the Employer on that Entry Date. (See Section 1.7 below for the rules
 applicable to Employees who are not employed on the Entry Date.) In no event
 may an Eligible Participant’s Entry Date be later than: (1) the first day of
 the Plan Year beginning after the date on which the Eligible Participant
 satisfies the maximum permissible minimum age and service conditions
 described in Section 1.4, or (2) six months after the date the Eligible
 Participant satisfies such age and service conditions.


	
 

	
 

	
 


	
 

	
(b)

	
Single
 annual Entry Date. If the Employer elects a single annual
 Entry Date under Part 2, #8 of the Agreement, the maximum permissible age and
 service conditions described in Section 1.4 above are reduced by one-half
 (1/2) year, unless: (1) the Employer elects under Part 2, #7.c. of the
 Agreement to use the Entry








	
 

	
 


	



	
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 Retirement Plan Services

	
Basic
 Plan Document





3







	
 

	
 

	
 

	
 


	
 

	
 

	
Date nearest the date the Employee satisfies the
Plan’s minimum age and service conditions and the Entry Date is the first day
of the Plan Year or (2) the Employer elects under Part 2, #7.d. of the
Agreement to use the Entry Date preceding the date the Employee satisfies the
Plan’s minimum age and service conditions.  


	
 

	
 

	
 


	
1.6

	
Eligibility
 Break in Service Rules. For purposes of eligibility to
 participate, an Employee is credited with all Years of Service earned with
 the Employer, except as provided under the following Break in Service rules.
 In applying these Break in Service rules, Years of Service and Breaks in
 Service (as defined in Section 22.26) are measured on the same Eligibility
 Computation Period as defined in Section 1.4(c) above.


	
 

	
 


	
 

	
(a)

	
Rule of
 Parity Break in Service. This Break in Service rule applies
 only to Participants who are totally nonvested (i.e., 0% vested) in their
 Employer Contribution Account and Employer Matching Contribution Account, as
 applicable. Under this Break in Service rule, if a nonvested Participant
 incurs a period of consecutive one-year Breaks in Service which equals or
 exceeds the greater of five (5) or the Participant’s aggregate number of Years
 of Service with the Employer, all service earned prior to the consecutive
 Break in Service period will be disregarded and the Participant will be
 treated as a new Employee for purposes of determining eligibility under the
 Plan. The Employer may elect under Part 7, #27 of the Agreement [Part 7, #45
 of the 401(k) Agreement] not to apply the Rule of parity Break in Service
 rule.


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Previous application of the Rule of
 Parity Break in Service rule. In determining a
 Participant’s aggregate Years of Service for purposes of applying the Rule of
 Parity Break in Service, any Years of Service otherwise disregarded under a
 previous application of this rule are disregarded. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

	
Application to the 401(k)
 Agreement. The Rule of Parity Break in Service rule applies
 only to determine the individual’s right to resume as an Eligible Participant
 with respect to his/her Employer Contribution Account and/or Employer
 Matching Contribution Account. In determining whether a Participant is
 totally nonvested for purposes of  applying the Rule of Parity Break in
 Service rule, the Participant’s Section 401(k) Deferral Account, Employee
 After-Tax Contribution Account, QMAC Account, QNEC Account, Safe Harbor
 Nonelective Contribution Account, Safe Harbor Matching Contribution Account,
 and Rollover Contribution Account are disregarded.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
One-year
 Break in Service rule for Plans using a two Years of Service eligibility
 condition. If the Employer elects to use the two Years of
 Service eligibility condition under Part 1, #5.e. of the Agreement, any
 Employee who incurs a one-year Break in Service before satisfying the two
 Years of Service eligibility condition will not be credited with service
 earned before such one-year Break in Service.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
One-year
 holdout Break in Service rule. The one-year holdout Break
 in Service rule will not apply unless the Employer specifically elects in
 Part 7, #27.b. of the Nonstandardized Agreement [Part 7, #45.b. of the
 Nonstandardized 401(k) Agreement] to have it apply. If the one-year holdout
 Break in Service rule is elected, an Employee who has a one-year Break in
 Service will not be credited for eligibility purposes with any Years of
 Service earned before such one-year Break in Service until the Employee has
 completed a Year of Service after the one-year Break in Service. (The
 one-year holdout Break in Service rule does not apply under the Standardized
 Agreements.)


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Operating rules.
 An Employee who is precluded from receiving Employer Contributions (other
 than Section 401(k) Deferrals) as a result of the one-year holdout Break in
 Service rule, and who completes a Year of Service following the Break in
 Service, is reinstated as an Eligible Participant as of the first day of the
 12-month measuring period (determined under subsection (2) or (3) below)
 during which the Employee completes the Year of Service. Unless otherwise
 selected under Part 7, #45.b.(1)(b) of the Nonstandardized 401(k)
 Agreement, the one-year holdout Break in Service rule does not apply to
 preclude an otherwise Eligible Participant from making Section 401(k)
 Deferrals to the Plan. If the Employer elects under Part 7, #45.b.(1)(b) of
 the Nonstandardized 401(k) Agreement to have the one-year holdout Break in
 Service rule apply to Section 401(k) Deferrals, an Employee who is precluded
 from making Section 401(k) Deferrals as a result of this Break in Service
 rule is re-eligible to make Section 401(k) Deferrals immediately upon
 completing 1,000 Hours of Service with the Employer during a subsequent
 measuring period (as determined under subsection (2) or (3) below). No
 corrective action need be taken by the Employer as a result of the failure to
 retroactively permit the Employee to make Section 401(k) Deferrals. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Plans using the Shift-to-Plan- Year
 Method. If the Plan uses the Shift-to- Plan-Year Method (as
 defined in Section 1.4(c)(1)) for measuring Years of Service, the period for
 determining whether an Employee completes a Year of Service following the
 one-year Break in Service is the 12-month period commencing on the Employee’s
 Reemployment Commencement Date and, if necessary, subsequent Plan Years
 beginning with the Plan Year which includes the first anniversary of the
 Employee’s Reemployment Commencement Date. 








	
 

	
 


	



	
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 Plan Services

	
Basic
 Plan Document





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(3)

	
Plans using Anniversary Year
 Method. If the Plan uses the Anniversary Year Method (as
 defined in Section 1.4(c)(2)) for measuring Years of Service, the period for
 determining whether an Employee completes a Year of Service following the
 one-year Break in Service is the 12-month period which commences on the
 Employee’s Reemployment Commencement Date and, if necessary, subsequent
 12-month periods beginning on anniversaries of the Employee’s Reemployment
 Commencement Date. 


	
 

	
 

	
 

	
 


	
1.7

	
Eligibility
 upon Reemployment. Subject to the Break in Service rules
 under Section 1.6, a former Employee is reinstated as an Eligible Participant
 immediately upon rehire if the Employee had satisfied the Plan’s minimum age
 and service conditions prior to termination of employment, regardless of
 whether the Employee was actually employed on his/her Entry Date, unless the
 Employee is an Excluded Employee upon his/her return to employment. This
 requirement is deemed satisfied if a rehired Employee is permitted to
 commence making Section 401(k) Deferrals as of the beginning of the first
 payroll period commencing after the Employee’s Reemployment Commencement
 Date.


	
 

	
 


	
 

	
If an Employee is reemployed prior to his/her Entry
 Date, the Employee does not become an Eligible Participant under the Plan
 until such Entry Date. A rehired Employee who had not satisfied the Plan’s
 minimum age and service conditions prior to termination of employment is
 eligible to participate in the Plan on the appropriate Entry Date following
 satisfaction of the eligibility requirements under this Article.


	
 

	
 


	
1.8

	
Operating
 Rules for Employees Excluded by Class.


	
 

	
 


	
 

	
(a)

	
Eligible
 Participant becomes part of an excluded class of Employees.
 If an Eligible Participant becomes part of an excluded class of Employees,
 his/her status as an Eligible Participant ceases immediately. As provided in
 subsection (b) below, such Employee’s status as an Eligible Participant will
 resume immediately upon his/her returning to an eligible class of Employees,
 regardless of whether such date is a normal Entry Date under the Plan,
 subject to the application of any Break in Service rules under Section 1.6
 and the special rule for Section 401(k) Deferrals under subsection (b) below.


	
 

	
 

	
 


	
 

	
(b)

	
Excluded
 Employee becomes part of an eligible class of Employee. If
 an Excluded Employee becomes part of an eligible class of Employees, the
 following rules apply. If the Entry Date that otherwise would have applied to
 such Employee following his/her completion of the Plan’s minimum age and
 service conditions has already passed, then the Employee becomes an Eligible
 Participant on the date he/she becomes part of the eligible class of
 Employees, regardless of whether such date is a normal Entry Date under the
 Plan. This requirement is deemed satisfied if the Employee is permitted to
 commence making Section 401(k) Deferrals as of the beginning of the first
 payroll period commencing after the Employee becomes part of an eligible
 class of Employees. If the Entry Date that would have applied to such
 Employee has not passed, then the Employee becomes an Eligible Participant on
 such Entry Date. If the Employee has not satisfied the Plan’s minimum age and
 service conditions, the Employee will become an Eligible Participant on the
 appropriate Entry Date following satisfaction of the eligibility requirements
 under this Article.


	
 

	
 

	
 


	
1.9

	
Relationship
 to Accrual of Benefits. An Eligible Participant is entitled
 to accrue benefits in the Plan but will not necessarily do so in every Plan
 Year that he/she is an Eligible Participant. Whether an Eligible
 Participant’s Account receives an allocation of Employer Contributions
 depends on the requirements set forth in Part 4 of the Agreement. If an
 Employee is an Eligible Participant for purposes of making Section 401(k)
 Deferrals under the 401(k) Agreement, such Employee is treated as an Eligible
 Participant under the Plan regardless of whether he/she actually elects to
 make Section 401(k) Deferrals.


	
 

	
 


	
1.10

	
Waiver of
 Participation. Unless the Employer elects otherwise under
 Part 13, #57 of the Nonstandardized Agreement [Part 13, #75 of the
 Nonstandardized 401(k) Agreement], an Eligible Participant may not waive
 participation under the Plan. For this purpose, a failure to make Section
 401(k) Deferrals or Employee After-Tax Contributions under a 401(k) plan is
 not a waiver of participation. The Employer may elect under Part 13, #57 of
 the Nonstandardized Agreement [Part 13, #75 of the Nonstandardized 401(k)
 Agreement] to permit Employees to make a one-time irrevocable election to not
 participate under the Plan. Such election must be made upon inception of the
 Plan or at any time prior to the time the Employee first becomes eligible to
 participate under any plan maintained by the Employer. An Employee who makes
 a one-time irrevocable election not to participate may not subsequently elect
 to participate under the Plan. An Employee may not waive participation under
 a Standardized Agreement.


	
 

	
 


	
 

	
An Employee who elects not to participate under this
 Section 1.10 is treated as a nonbenefiting Employee for purposes of the
 minimum coverage requirements under Code §410(b). However, an Employee who
 makes a one-time irrevocable election not to participate, as described in the
 preceding paragraph, is not an Eligible Participant for purposes of applying
 the ADP Test or ACP Test under the 401(k) Agreement See Section 17.7(e) and
 (f). A waiver of participation must be filed in the manner, time and on the
 form required by the Plan Administrator.








	
 

	
 


	




	
© Copyright 2001 Ceridian
 Retirement Plan Services

	
Basic
 Plan Document





5







ARTICLE 2

EMPLOYER CONTRIBUTIONS AND ALLOCATIONS


This Article describes how Employer Contributions are made to and
allocated under the Plan. The type of Employer Contributions that may be made
under the Plan and the method for allocating such contributions will depend on
the type of Plan involved. Section 2.2 of this BPD provides specific rules
regarding contributions and allocations under a profit sharing plan; Section
2.3 provides the rules for a 401(k) plan; Section 2.4 provides the rules for a
money purchase plan; and Section 2.5 provides the rules for a target benefit
plan. Part 4 of the Agreement contains the elective provisions for the Employer
to specify the amount and type of Employer Contributions it will make under the
Plan and to designate any limits on the amount it will contribute to the Plan
each year. Employee After-Tax Contributions, Rollover Contributions and
transfers to the Plan are discussed in Article 3 and the allocation of
forfeitures is discussed in Article 5. Part 3 of the Agreement contains
elective provisions for determining an Employee’s Included Compensation for
allocation purposes. 


	
 

	
 

	
 

	
 


	
2.1

	
Amount of Employer
 Contributions. The Employer shall make Employer
 Contributions to the Trust as determined under the contribution formula elected
 in Part 4 of the Agreement. If this Plan is a 401(k) plan, Employer
 Contributions include Section 401(k) Deferrals, Employer Nonelective
 Contributions, Employer Matching Contributions, QNECs, QMACs, and Safe Harbor
 Contributions, to the extent such contributions are elected under the 401(k)
 Agreement. The Employer has the responsibility for determining the amount and
 timing of Employer Contributions under the terms of the Plan.


	
 

	
 

	
 


	
 

	
(a)

	
Limitation on
 Employer Contributions. Employer Contributions are
 subject to the Annual Additions Limitation described in Article 7 of this
 BPD. If allocations to a Participant exceed (or will exceed) such limitation,
 the excess will be corrected in accordance with the rules under Article 7. In
 addition, the Employer must comply with the special contribution and
 allocation rules for Top-Heavy Plans under Article 16. 


	
 

	
 

	
 


	
 

	
(b)

	
Limitation on
 Included Compensation. For purposes of determining a
 Participant’s allocation of Employer Contributions under this Article, the Included
 Compensation taken into account for any Participant for a Plan Year may not
 exceed the Compensation Dollar Limitation under Section 22.32. 


	
 

	
 

	
 


	
 

	
(c)

	
Contribution of
 property. Subject to the consent of the Trustee, the
 Employer may make its contribution to the Plan in the form of property,
 provided such contribution does not constitute a prohibited transaction under
 the Code or ERISA. The decision to make a contribution of property is subject
 to the general fiduciary rules under ERISA.


	
 

	
 

	
 


	
 

	
(d)

	
Frozen Plan.
 The Employer may designate under Part 4, #12 of the Agreement [#3 of the
 401(k) Agreement] that the Plan is a frozen Plan. As a frozen Plan, the
 Employer will not make any Employer Contributions with respect to Included
 Compensation earned after the date identified in the Agreement, and if the
 Plan is a 401(k) Plan, no Participant will be permitted to make Section
 401(k) Deferrals or Employee After-Tax Contributions to the Plan for any
 period following the effective date identified in the Agreement. 


	
 

	
 

	
 


	
2.2

	
Profit Sharing Plan
 Contribution and Allocations. This Section 2.2 sets
 forth rules for determining the amount of any Employer Contributions under
 the profit sharing plan Agreement. This Section 2.2 also applies for purposes
 of determining any Employer Nonelective Contributions under the 401(k) plan
 Agreement. In applying this Section 2.2 to the 401(k) Agreement, the term
 Employer Contribution refers solely to Employer Nonelective Contributions.
 Any reference to the Agreement under this Section 2.2 is a reference to the
 profit sharing plan Agreement or 401(k) plan Agreement (as applicable).


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Amount of Employer
 Contribution. The Employer must designate under Part
 4, #12 of the profit sharing plan Agreement the amount it will contribute as
 an Employer Contribution under the Plan. If the Employer adopts the 401(k)
 plan Agreement and elects to make Employer Nonelective Contributions under
 Part 4C of the Agreement, the Employer must complete Part 4C, #20 of the
 Agreement, unless the only Employer Nonelective Contribution authorized under
 the Plan is a QNEC under Part 4C, #22. An Employer Contribution authorized
 under this Section may be totally within the Employer’s discretion or may be
 a fixed amount determined as a uniform percentage of each Eligible
 Participant’s Included Compensation or as a fixed dollar amount for each
 Eligible Participant. An Employer Contribution under this Section will be
 allocated to the Eligible Participants’ Employer Contribution Account in
 accordance with the allocation formula selected under Part 4, #13 of the
 Agreement [Part 4C, #21 of the 401(k) Agreement].


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Davis-Bacon Contribution Formula. The
 Employer may elect a Davis-Bacon Contribution Formula under Part 4, #12.d. of
 the Nonstandardized Agreement [Part 4C, #20.d. of the Nonstandardized 401(k)
 Agreement]. Under the Davis-Bacon Contribution Formula, the Employer will
 provide an Employer Contribution for each Eligible Participant who performs
 Davis-Bacon Act Service. For this purpose, Davis-Bacon Act Service is any
 service performed by an Employee under a public contract subject to the
 Davis-Bacon Act or to any other federal, state or municipal prevailing wage
 law. Each such Eligible Participant will receive a contribution based on the
 hourly 








	
 

	
 


	


	



	
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contribution rate for the Participant’s employment classification, as
 designated on Schedule A of the Agreement. Schedule A is incorporated as part
 of the Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
In applying the Davis-Bacon Contribution Formula under this
 subsection (1), the following default rules will apply. The Employer may
 modify these default rules under Part 4, #12.d.(2) of the Nonstandardized
 Agreement [Part 4C, #20. d. (2) of the Nonstandardized 401(k) Agreement].


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Eligible Employees.
 Highly Compensated Employees are Excluded Employees for purposes of receiving
 an Employer Contribution under the Davis-Bacon Contribution Formula.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Minimum age and service conditions.
 No minimum age or service conditions will apply for purposes of determining
 an Employee’s eligibility under the Davis-Bacon Contribution Formula.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Entry Date. For
 purposes of applying the Davis-Bacon Contribution Formula, an Employee
 becomes an Eligible Participant on his/her Employment Commencement Date.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Allocation conditions.
 No allocation conditions (as described in Section 2.6) will apply for
 purposes of determining an Eligible Participant’s allocation under the Davis-Bacon
 Contribution Formula.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

	
Vesting. Employer
 Contributions made pursuant to the Davis-Bacon Contribution Formula are
 always 100% vested.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vi)

	
Offset of other Employer Contributions. The
 contributions under the Davis Bacon Contribution Formula will not offset any
 other Employer Contributions under the Plan. However, the Employer may elect
 under Part 4, #12.d.(1) of the Nonstandardized Agreement [Part 4C, #20.d.(1)
 of the Nonstandardized 401(k) Agreement] to offset any other Employer
 Contributions made under the Plan by the contributions a Participant receives
 under the Davis-Bacon Contribution Formula. Under the Nonstandardized 401(k)
 plan Agreement, the Employer may elect under Part 4C, #20.d.(1) to apply the
 offset under this subsection to Employer Nonelective Contributions, Employer
 Matching Contributions, or both. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Net Profits. The
 Employer may elect under Part 4, #12 of the Agreement [Part 4B, #16 and Part
 4C, #20 of the 401(k) Agreement], to limit any Employer Contribution under
 the Plan to Net Profits. Unless modified in the Agreement, Net Profits means
 the Employer’s net income or profits determined in accordance with generally
 accepted accounting principles, without any reduction for taxes based upon
 income, or the contributions made by the Employer under this Plan or any
 other qualified plan. Unless specifically elected otherwise under Part 4,
 #12.e.(2) of the Nonstandardized Agreement [Part 4C, #20.e.(2) of the
 Nonstandardized 401(k) Agreement], this limit will not apply to any Employer
 Contributions made under a Davis-Bacon Contribution Formula.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Multiple formulas. If
 the Employer elects more than one Employer Contribution formula, each formula
 is applied separately. The Employer’s aggregate Employer Contribution for a
 Plan Year will be the sum of the Employer Contributions under all such
 formulas.


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Allocation formula
 for Employer Contributions. The Employer must elect
 a definite allocation formula under Part 4, #13 of the profit sharing plan
 Agreement that determines how much of the Employer Contribution is allocated
 to each Eligible Participant. If the Employer adopts the 401(k) plan
 Agreement and elects to make an Employer Nonelective Contribution (other than
 a QNEC) under Part 4C, #20 of the Agreement, Part 4C, #21 also must be
 completed designating the allocation formula under the Plan. An Eligible
 Participant is only entitled to an allocation if such Participant satisfies
 the allocation conditions described in Part 4, #15 of the Agreement [Part 4C,
 #24 of the 401(k) Agreement]. See Section 2.6.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Pro Rata Allocation Method.
 If the Employer elects the Pro Rata Allocation Method, a pro rata share of
 the Employer Contribution is allocated to each Eligible Participant’s Employer
 Contribution Account. A Participant’s pro rata share is determined based on
 the ratio such Participant’s Included Compensation bears to the total of all
 Eligible Participants’ Included Compensation. However, if the Employer elects
 under Part 4, #12.c. of the Agreement [Part 4C, #20.c. of the 401(k)
 Agreement] to contribute a uniform dollar amount for each Eligible
 Participant, the pro rata allocation method allocates that uniform dollar
 amount to each Eligible Participant. If the Employer elects a Davis-Bacon
 Contribution Formula under Part 4, #12.d. of the Nonstandardized Agreement
 [Part 4C, #20.d. of the Nonstandardized 401(k) Agreement], the Employer
 Contributions made pursuant to such formula will be allocated to each
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Participant based on his/her Davis-Bacon Act Service in accordance
 with the employment classifications identified under Schedule A of the
 Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Permitted Disparity Method.
 If the Employer elects the Permitted Disparity Method, the Employer
 Contribution is allocated to Eligible Participants under the Two-Step Formula
 or the Four-Step Formula (as elected under the Agreement). The Permitted
 Disparity Method only may apply if the Employer elects under the Agreement to
 make a discretionary contribution. The Employer may not elect the Permitted
 Disparity Method under the Plan if another qualified plan of the Employer,
 which covers any of the same Employees, uses permitted disparity in
 determining the allocation of contributions or the accrual of benefits under
 the plan. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
For purposes of applying the Permitted Disparity Method, Excess
 Compensation is the portion of an Eligible Participant’s Included
 Compensation that exceeds the Integration Level. The Integration Level is the
 Taxable Wage Base, unless the Employer designates a different amount under
 Part 4, #14.b.(2) of the Agreement [Part 4C, #23.b.(2) of the 401(k)
 Agreement].


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Two-Step Formula.
 If the Employer elects the Two-Step Formula, the following allocation method
 applies. However, the Employer may elect under Part 4, #14.b.(1) of the
 Agreement [Part 4C, #23.b.(1) of the 401(k) Agreement] to have the Four-Step
 Method, as described in subsection (ii) below, automatically apply for any
 Plan Year in which the Plan is a Top-Heavy Plan.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Step One. The
 Employer Contribution is allocated to each Eligible Participant’s Account in
 the ratio that each Eligible Participant’s Included Compensation plus Excess
 Compensation for the Plan Year bears to the total Included Compensation plus
 Excess Compensation of all Eligible Participants for the Plan Year. The
 allocation under this Step One, as a percentage of each Eligible
 Participant’s Included Compensation plus Excess Compensation, may not exceed
 the Applicable Percentage under the following table:








	
 

	
 

	
 

	
 

	
 

	
 


	
Integration Level 

(as a % of the Taxable Wage Base) 

	
 

	
 

	
Applicable

Percentage 

	
 


	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
100%

	
 

	
 

	
5.7

	
%

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
More than 80% but less than 100%

	
 

	
 

	
5.4

	
%

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
More than 20% and not more than 80%

	
 

	
 

	
4.3

	
%

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
20% or less

	
 

	
 

	
5.7

	
%

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Step Two. Any
 Employer Contribution remaining after Step One will be allocated in the ratio
 that each Eligible Participant’s Included Compensation for the Plan Year
 bears to the total Included Compensation of all Eligible Participants for the
 Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Four-Step Formula.
 If the Employer elects the Four-Step Formula, or if the Plan is a Top-Heavy
 Plan and the Employer elects under the Agreement to have the Four-Step
 Formula apply for any Plan Year that the Plan is a Top-Heavy Plan, the
 following allocation method applies. The allocation under this Four-Step
 Formula may be modified if the Employer maintains a Defined Benefit Plan and
 elects under Part 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
 Agreement] to provide a greater top-heavy minimum contribution. See Section
 16.2(a)(5)(ii).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Step One. The
 Employer Contribution is allocated to each Eligible Participant’s Account in
 the ratio that each Eligible Participant’s Total Compensation for the Plan
 Year bears to all Eligible Participants’ Total Compensation for the Plan
 Year, but not in excess of 3% of each Eligible Participant’s Total
 Compensation.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
For any Plan Year for which the Plan is a Top- Heavy Plan, an
 allocation will be made under this subsection (A) to any Non-Key Employee who
 is an Eligible Participant (and is not an Excluded Employee) if such
 individual is employed as of the last day of the Plan Year, even if such
 individual fails to satisfy any minimum Hours of Service allocation condition
 under Part 4, #15 of the Agreement [Part 4C, #24 of the 401(k) Agreement]. If
 the Plan is a Top-Heavy 401(k) Plan, an allocation also will be made under
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Employee who is an Eligible Participant for purposes of making
 Section 401(k) Deferrals under the Plan, even if the individual has not
 satisfied the minimum age and service conditions under Part 1, #5 of the
 Agreement applicable to any other contribution types.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Step Two. Any
 Employer Contribution remaining after the allocation in Step One will be
 allocated to each Eligible Participant’s Account in the ratio that each
 Eligible Participant’s Excess Compensation for the Plan Year bears to the
 Excess Compensation of all Eligible Participants for the Plan Year, but not
 in excess of 3% of each Eligible Participant’s Included Compensation.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
Step Three. Any
 Employer Contribution remaining after the allocation in Step Two will be
 allocated to each Eligible Participant’s Account in the ratio that the sum of
 each Eligible Participant’s Included Compensation and Excess Compensation
 bears to the sum of all Eligible Participants’ Included Compensation and
 Excess Compensation. The allocation under this Step Three, as a percentage of
 each Eligible Participant’s Included Compensation plus Excess Compensation,
 may not exceed the Applicable Percentage under the following table: 








	
 

	
 

	
 

	
 

	
 

	
 


	
Integration Level 

(as a % of the Taxable Wage Base) 

	
 

	
 

	
Applicable

Percentage 

	
 


	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
100%

	
 

	
 

	
2.7

	
%

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
More than 80% but less than 100%

	
 

	
 

	
2.4

	
%

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
More than 20% and not more than 80%

	
 

	
 

	
1.3

	
%

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
20% or less

	
 

	
 

	
2.7

	
%

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
Step Four. Any
 remaining Employer Contribution will be allocated to each Eligible
 Participant’s Account in the ratio that each Eligible Participant’s Included
 Compensation for the Plan Year bears to all Eligible Participants’ Included
 Compensation for that Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Uniform points allocation.
 The Employer may elect under Part 4, #13.c. of the Nonstandardized Agreement
 [Part 4C, #21.c. of the Nonstandardized 401(k) Agreement] to allocate the
 Employer Contribution under a uniform points allocation formula. Under this
 formula, the allocation for each Eligible Participant is determined based on
 the Eligible Participant’s total points for the Plan Year, as determined
 under the Nonstandardized Agreement. An Eligible Participant’s allocation of
 the Employer Contribution is determined by multiplying the Employer
 Contribution by a fraction, the numerator of which is the Eligible
 Participant’s total points for the Plan Year and the denominator of which is
 the sum of the points for all Eligible Participants for the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
An Eligible Participant will receive points for each year(s) of age
 and/or each Year(s) of Service designated under Part 4, #13.c. of the
 Nonstandardized Agreement [Part 4C, #21.c. of the Nonstandardized 401(k)
 Agreement]. In addition, an Eligible Participant also may receive points
 based on his/her Included Compensation, if the Employer so elects under the
 Nonstandardized Agreement. Each Eligible Participant will receive the same
 number of points for each designated year of age and/or service and the same
 number of points for each designated level of Included Compensation. An
 Eligible Participant must receive points for either age or service, or may
 receive points for both age and service. If the Employer also provides points
 based on Included Compensation, an Eligible Participant will receive points
 for each level of Included Compensation designated under Part 4, #13.c.(3) of
 the Nonstandardized Agreement [Part 4C, #21.c.(3) of the Nonstandardized
 401(k) Agreement]. For this purpose, the Employer may not designate a level
 of Included Compensation that exceeds $200.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
To satisfy the nondiscrimination safe harbor under Treas. Reg.
 §1.401(a)(4)-2, the average of the allocation rates for Highly Compensated
 Employees in the Plan must not exceed the average of the allocation rates for
 the Nonhighly Compensated Employees in the Plan. For this purpose, the
 average allocation rates are determined in accordance with Treas. Reg. § 1.401(a)(4)-2(b)(3)(B).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Special rules for determining Included
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(1)

	
Applicable period for determining Included
 Compensation. In determining an Eligible
 Participant’s allocation under Part 4, #13 of the Agreement [Part 4C, #21 of
 the 401(k) Agreement], the Participant’s Included Compensation is determined
 separately for each period designated under Part 4, #14.a.(1) of the
 Agreement [Part 4C, #23.a.(1) of the 401(k) Agreement]. If the Employer
 elects the Permitted Disparity Method under Part 4, #13.b. of the Agreement
 [Part 4C, #21.b. of the 401(k) Agreement], the period designated must be the
 Plan Year. If the Employer elects the Pro Rata Allocation Method or the
 uniform points allocation formula, and elects a period other than the Plan
 Year, a Participant’s allocation of Employer Contributions will be determined
 separately for each period based solely on Included Compensation for such
 period. The Employer need not actually make the Employer Contribution during
 the designated period, provided the total Employer Contribution for the Plan
 Year is allocated based on the proper Included Compensation.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Partial period of participation.
 If an Employee is an Eligible Participant for only part of a Plan Year, the
 Employer Contribution formula(s) will be applied based on such Employee’s
 Included Compensation for the period he/she is an Eligible Participant.
 However, the Employer may elect under Part 4, #14.a.(2) of the Agreement
 [Part 4C, #23.a.(2) of the 401(k) Agreement] to base the Employer
 Contribution formula(s) on the Employee’s Included Compensation for the
 entire Plan Year, including the portion of the Plan Year during which the
 Employee is not an Eligible Participant. In applying this subsection (2) to
 the 401(k) Agreement, an Employee’s status as an Eligible Participant is
 determined solely with respect to the Employer Nonelective Contribution under
 Part 4C of the Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Measurement period.
 Except as provided in subsection (2) above, for purposes of determining an
 Eligible Participant’s allocation of Employer Contributions, Included
 Compensation is measured on the Plan Year, unless the Employer elects under
 Part 4, #14.a.(3) of the Nonstandardized Agreement [Part 3, #11.b. of the
 Nonstandardized 401(k) Agreement] to measure Included Compensation on the
 calendar year ending in the Plan Year or on the basis of any other 12-month
 period ending in the Plan Year. If the Employer elects to measure Included
 Compensation on the calendar year or other 12-month period ending in the Plan
 Year, the Included Compensation of any Employee whose Employment Commencement
 Date is less than 12 months before the end of such period must be measured on
 the Plan Year or such Employee’s period of participation, as determined under
 subsection (2) above. If the Employer adopts the Nonstandardized 401(k)
 Agreement, any election under Part 3, #11.b. of the Agreement applies for
 purposes of all contributions permitted under the Agreement.


	
 

	
 

	
 

	
 


	
2.3

	
401(k) Plan
 Contributions and Allocations. This Section 2.3
 applies if the Employer has adopted the 401(k) plan Agreement. The 401(k)
 Agreement is a profit sharing plan with a 401(k) feature. Any reference to
 the Agreement under this Section 2.3 is a reference to the 401(k) Agreement.
 The Employer must designate under Part 4 of the Agreement the amount and type
 of Employer Contributions it will make under the Plan. Employer Contributions
 under a 401(k) plan are generally subject to special limits and
 nondiscrimination rules. (See Article 17 for a discussion of the special
 rules that apply to the Employer Contributions under a 401(k) plan.) The
 Employer may make any (or all) of the following contributions under the 401(k) Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Section 401(k)
 Deferrals. If so elected under Part 4A of the
 Agreement, an Eligible Participant may enter into a Salary Reduction
 Agreement with the Employer authorizing the Employer to withhold a specific
 dollar amount or a specific percentage from the Participant’s Included
 Compensation and to deposit such amount into the Participant’s Section 401(k) Deferral Account under the Plan. An Eligible Participant may defer with
 respect to Included Compensation that exceeds the Compensation Dollar
 Limitation, provided the deferrals otherwise satisfy the limitations under
 Code §402(g) and any other limitations under the Plan. A Salary Reduction
 Agreement may only relate to Included Compensation that is not currently
 available at the time the Salary Reduction Agreement is completed. An
 Employer may elect under Part 4A, #15 of the Agreement to provide a special
 effective date solely for Section 401(k) Deferrals under the Plan.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
An Employee’s Section 401(k) Deferrals are treated as Employer
 Contributions for all purposes under this Plan, except as otherwise provided
 under the Code or Treasury regulations. If the Employer adopts the
 Nonstandardized 401(k) Agreement and does not elect to allow Section 401(k)
 Deferrals under Part 4A of the Agreement, the only contributions an Eligible
 Participant may make to the Plan are Employee After-Tax Contributions as
 authorized under Article 3 of this BPD and Part 4D of the Nonstandardized
 Agreement. In either case, an Eligible Participant may also receive Employer
 Nonelective Contributions and/or Employer Matching Contributions under the
 Plan, to the extent authorized under the Agreement. (The Employee may not
 make Employee After-Tax Contributions under the Standardized 401(k)
 Agreement.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Change in deferral election. At least once a
 year, an Eligible Participant may enter into a new Salary Reduction
 Agreement, or may change his/her elections under an existing Salary Reduction
 Agreement, at the time and in the manner prescribed by the Plan Administrator
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Reduction Agreement form (or other written procedures). The Salary
 Reduction Agreement may also provide elections as to the investment funds
 into which the Section 401(k) Deferrals will be contributed and the time and
 manner a Participant may change such elections.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Automatic deferral election.
 If elected under Part 4A, #14 of the Agreement, the Employer will
 automatically withhold the amount designated under Part 4A, #14 from Eligible
 Participants’ Included Compensation for payroll periods starting with such
 Participants’ Entry Date, unless the Eligible Participant completes a Salary
 Reduction Agreement electing a different deferral amount (including a zero
 deferral amount). The Employer must designate in Part 4A, #14 of the
 Agreement the date as of which an Employee’s deferral election will be taken
 into account to override the automatic deferral election under this
 subparagraph (2). This automatic deferral election does not apply to any
 Eligible Participant who has elected to defer an amount equal to or greater
 than the automatic deferral amount designated in Part 4A, #14 of the
 Agreement. The Employer may elect under Part 4A, #14.b. of the Agreement to
 apply the automatic deferral election only to Employees who become Eligible
 Participants after a specified date. The Plan Administrator will deposit all
 amounts withheld pursuant to this automatic deferral election into the
 appropriate Participant’s Section 401(k) Deferral Account.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Prior to the time an automatic deferral election first goes into
 effect, an Eligible Participant must receive written notice concerning the effect
 of the automatic deferral election and his/her right to elect a different
 level of deferral under the Plan, including the right to elect not to defer.
 After receiving the notice, an Eligible Participant must have a reasonable
 time to enter into a new Salary Reduction Agreement before any automatic
 deferral election goes into effect. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Employer Matching
 Contributions. If so elected under Part 4B of the
 Agreement, the Employer will make an Employer Matching Contribution, in
 accordance with the matching contribution formula(s) selected in Part 4B,
 #16, to Eligible Participants who satisfy the allocation conditions under
 Part 4B, #19 of the Agreement. See Section 2.6. Any Employer Matching
 Contribution determined under Part 4B, #16 will be allocated to the Eligible
 Participant’s Employer Matching Contribution Account.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Applicable contributions. The
 Employer must elect under the Nonstandardized Agreement whether the matching
 contribution formula(s) applies to Section 401(k) Deferrals, Employee After
 Tax Contributions, or both. Under the Standardized Agreement, Employer
 Matching Contributions apply only to Section 401(k) Deferrals. The
 contributions eligible for an Employer Matching Contribution are referred to
 under this Section as “applicable contributions.” If a matching formula
 applies to both Section 401(k) Deferrals and Employee After-Tax
 Contributions, such contributions are aggregated to determine the Employer
 Matching Contribution allocated under the formula.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Multiple formulas. If
 the Employer elects more than one matching contribution formula under Part
 4B, #16 of the Agreement, each formula is applied separately. An Eligible
 Participant’s aggregate Employer Matching Contributions for a Plan Year will
 be the sum of the Employer Matching Contributions the Participant is entitled
 to under all such formulas.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Applicable contributions taken into account
 under the matching contribution formula. The
 Employer must elect under Part 4B, #17.a. of the Agreement the period for
 which the applicable contributions are taken into account in applying the
 matching contribution formula(s) and in applying any limits on the amount of
 such contributions that may be taken into account under the formula(s). In
 applying the matching contribution formula(s), applicable contributions (and
 Included Compensation) are determined separately for each designated period
 and any limits on the amount of applicable contributions taken into account
 under the matching contribution formula(s) are applied separately for each
 designated period.


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Partial period of participation.
 In applying the matching contribution formula(s) under the Plan to an
 Employee who is an Eligible Participant for only part of the Plan Year, the
 Employer may elect under Part 4B, #17.b. of the Agreement to take into
 account Included Compensation for the entire Plan Year or only for the
 portion of the Plan Year during which the Employee is an Eligible
 Participant. Alternatively, the Employer may elect under Part 4B, #17.b.(3)
 of the Agreement to take into account Included Compensation only for the
 period that the Employee actually makes applicable contributions under the
 Plan. In applying this subsection (4), an Employee’s status as an Eligible
 Participant is determined solely with respect to the Employer Matching
 Contribution under Part 4B of the Agreement.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Qualified Matching
 Contributions (QMACs). If so elected under Part 4B,
 #18 of the Agreement, the Employer may treat all (or a portion) of its
 Employer Matching Contributions as QMACs. If an Employer Matching
 Contribution is designated as a QMAC, it must satisfy the requirements for a
 QMAC (as described in Section 17.7(g)) at the time the contribution is made to
 the Plan and must be allocated to the Participant’s








	
 

	
 


	


	



	
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QMAC Account. To the extent an Employer Matching Contribution is
 treated as a QMAC under Part 4B, #18, such contribution will be 100% vested,
 regardless of any inconsistent elections under Part 6 of the Agreement
 relating to Employer Matching Contributions. (See Sections 17.2(d)(2) and
 17.3(d)(2) for the ability to make QMACs to correct an ADP or ACP failure
 without regard to any election under Part 4B, #18 of the Agreement.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Under Part 4B, #18, the Employer may designate all Employer Matching
 Contributions as QMACs or may designate only those Employer Matching
 Contributions under specific matching contribution formula(s) to be QMACs.
 Alternatively, the Employer may authorize a discretionary QMAC, in addition
 to the Employer Matching Contributions designated under Part 4B, #16, to be
 allocated uniformly as a percentage of Section 401(k) Deferrals made during
 the Plan Year. The Employer may elect under the Agreement to allocate the
 discretionary QMAC only to Eligible Participants who are Nonhighly
 Compensated Employees or to all Eligible Participants. If the Employer elects
 both a discretionary Employer Matching Contribution formula and a discretionary
 QMAC formula, the Employer must designate, in writing, the extent to which
 any matching contribution is intended to be an Employer Matching Contribution
 or a QMAC.


	
 

	
 

	
 


	
 

	
(d)

	
Employer Nonelective
 Contributions. If so elected under Part 4C of the
 Agreement, the Employer may make Employer Nonelective Contributions on behalf
 of each Eligible Participant under the Plan who has satisfied the allocation
 conditions described in Part 4C, #24 of the Agreement. See Section 2.6. The
 Employer must designate under Part 4C, #20 of the Agreement the amount of any
 Employer Nonelective Contributions it wishes to make under the Plan. The
 amount of any Employer Nonelective Contributions authorized under the Plan
 and the method of allocating such contributions is described in Section 2.2
 of this Article.


	
 

	
 

	
 


	
 

	
(e)

	
Qualified
 Nonelective Contributions (QNECs). The Employer may
 elect under Part 4C, #22 of the Agreement to permit discretionary QNECs under
 the Plan. A QNEC must satisfy the requirements for a QNEC (as described in
 Section 17.7(h)) at the time the contribution is made to the Plan and must be
 allocated to the Participant’s QNEC Account. If the Plan authorizes the
 Employer to make both a discretionary Employer Nonelective Contribution and a
 discretionary QNEC, the Employer must designate, in writing, the extent to
 which any contribution is intended to be an Employer Nonelective Contribution
 or a QNEC. To the extent an Employer Nonelective Contribution is treated as a
 QNEC under Part 4C, #22, such contribution will be 100% vested, regardless of
 any inconsistent elections under Part 6 of the Agreement relating to Employer
 Nonelective Contributions. (See Sections 17.2( d)(2) and 17.3(d)(2) for the
 ability to make QNECs to correct an ADP or ACP failure without regard to any election
 under Part 4C, #22 of the Agreement.)


	
 

	
 

	
 


	
 

	
 

	
If the Employer makes a QNEC for the Plan Year, it will be allocated
 to Participants’ QNEC Account based on the allocation method selected by the
 Employer under Part 4C, #22 of the Agreement. An Eligible Participant will
 receive a QNEC allocation even if he/she has not satisfied any allocation
 conditions designated under Part 4C, #24 of the Agreement, unless the
 Employer elects otherwise under the Part 4C, #22.c. of the Agreement. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Pro Rata Allocation Method.
 If the Employer elects the Pro Rata Allocation Method under Part 4C, #22.a.
 of the Agreement, any Employer Nonelective Contribution properly designated
 as a QNEC will be allocated as a uniform percentage of Included Compensation
 to all Eligible Participants who are Nonhighly Compensated Employees or to
 all Eligible Participants, as specified under Part 4C, #22.a.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Bottom-up QNEC method.
 If the Employer elects the Bottom-up QNEC method under Part 4C, #22.b. of the
 Agreement, any Employer Nonelective Contribution properly designated as a
 QNEC will be first allocated to the Eligible Participant with the lowest
 Included Compensation for the Plan Year for which the QNEC is being
 allocated. To receive an allocation of the QNEC under this subsection (2),
 the Eligible Participant must be a Nonhighly Compensated Employee for the
 Plan Year for which the QNEC is being allocated.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The QNEC will be allocated to the Eligible Participant with the
 lowest Included Compensation until all of the QNEC has been allocated or
 until the Eligible Participant has reached his/her Annual Additions
 Limitation, as described in Article 7. For this purpose, if two or more
 Eligible Participants have the same Included Compensation, the QNEC will be
 allocated equally to each Eligible Participant until all of the QNEC has been
 allocated, or until each Eligible Participant has reached his/her Annual
 Additions Limitation. If any QNEC remains unallocated, this process is
 repeated for the Eligible Participant(s) with the next lowest level of
 Included Compensation in accordance with the provisions under this subsection
 (2), until all of the QNEC is allocated.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(f)

	
Safe Harbor
 Contributions. If so elected under Part 4E of the 401(k) Agreement, the Employer may elect to treat this Plan as a Safe Harbor
 401(k) Plan. To qualify as a Safe Harbor 401(k) Plan, the Employer must make
 a Safe Harbor Nonelective Contribution or a Safe Harbor Matching Contribution
 under the Plan. Such contributions are subject to special vesting and
 distribution restrictions and must be allocated to the Eligible 








	
 

	
 


	


	



	
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Participants’ Safe Harbor Nonelective Contribution Account or Safe
 Harbor Matching Contribution Account, as applicable. Section 17.6 describes
 the requirements that must be met to qualify as a Safe Harbor 401(k) Plan and
 the method for calculating the amount of the Safe Harbor Contribution that
 must be made under the Plan.


	
 

	
 

	
 


	
 

	
(g)

	
Prior SIMPLE 401(k)
 plan. If this Agreement is being used to amend or
 restate a 401(k) plan which complied with the SIMPLE 401(k) plan provisions
 under Code §401(k)(11), any provision in this Agreement which is inconsistent
 with the SIMPLE 401(k) plan provisions is not effective for any Plan Year
 during which the plan complied with the SIMPLE 401(k) plan provisions.


	
 

	
 

	
 

	
 

	
 

	
 


	
2.4

	
Money Purchase Plan
 Contribution and Allocations. This Section 2.4
 applies if the Employer has adopted the money purchase plan Agreement. Any
 reference to the Agreement under this Section 2.4 is a reference to the money
 purchase plan Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Employer
 Contributions. The Employer must elect under Part 4
 of the Nonstandardized Agreement to make Employer Contributions under one or
 more of the following methods:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
as a uniform percentage of each Eligible Participant’s Included
 Compensation; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
as a uniform dollar amount for each Eligible Participant;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
under the Permitted Disparity Method (using either the individual
 method or group method);


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
under a formula based on service with the Employer; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
under a Davis-Bacon Contribution Formula.


	
 

	
 

	
 

	
 


	
 

	
 

	
Under the Standardized Agreement, the Employer may only elect to make
 an Employer Contribution as a uniform percentage of Included Compensation, a
 uniform dollar amount, or under the Permitted Disparity Method.


	
 

	
 

	
 


	
 

	
 

	
An Eligible Participant is only entitled to share in the Employer
 Contribution if such Participant satisfies the allocation conditions
 described under Part 4, #15 of the Agreement. See Section 2.6.


	
 

	
 

	
 


	
 

	
 

	
If the Employer elects more than one Employer Contribution formula
 under Part 4, #12 of the Agreement, each formula is applied separately. An
 Eligible Participant’s aggregate Employer Contributions for a Plan Year will
 be the sum of the Employer Contributions the Participant is entitled to under
 all such formulas.


	
 

	
 

	
 


	
 

	
(b)

	
Uniform percentage
 or uniform dollar amount. The contribution made by
 the Employer must be allocated to Eligible Participants in a definitely
 determinable manner. If the Employer elects to make an Employer Contribution
 as a uniform percentage of Included Compensation under Part 4, #12.a. of the
 Agreement or as a uniform dollar amount under Part 4, #12.b. of the
 Agreement, each Eligible Participant’s allocation of the Employer
 Contribution will equal the amount determined under the contribution formula
 elected under the Agreement.


	
 

	
 

	
 


	
 

	
(c)

	
Permitted Disparity
 Method. The Employer may elect under Part 4, #12.c.
 of the Agreement to use the Permitted Disparity Method using either the
 individual method or the group method. An Employer may not elect a Permitted
 Disparity Method under the Plan if another qualified plan of the Employer,
 which covers any of the same Employees, uses permitted disparity in
 determining the allocation of contributions or accrual of benefits under the
 plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
For purposes of applying the Permitted Disparity Method, Excess
 Compensation is the portion of an Eligible Participant’s Included
 Compensation that exceeds the Integration Level. The Integration Level is the
 Taxable Wage Base, unless the Employer designates a different amount under
 Part 4, #14.b. of the Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Individual method.
 If the Employer elects the Permitted Disparity Method using the individual
 method, each Eligible Participant will receive an allocation of the Employer
 Contribution equal to the amount determined under the contribution formula
 under Part 4, #12.c.(1) of the Agreement. Under the individual Permitted
 Disparity Method, the Employer will contribute (i) a fixed percentage of each
 Eligible Participant’s Included Compensation for the Plan Year plus (ii) a
 fixed percentage of each Eligible Participant’s Excess Compensation. The
 percentage of each Eligible Participant’s Excess Compensation under (ii) may
 not exceed the lesser of the percentage of total Included Compensation
 contributed under (i) or the Applicable Percentage under the following table:








	
 

	
 


	


	



	
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Integration Level
 (As a percentage of the Taxable Wage
Base) 

	
 

	
 

	
Applicable

Percentage 


	


	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
100%

	
 

	
 

	
5.7

	
%


	
 

	
 

	
 

	
 

	
 


	
More than 80% but less than 100%

	
 

	
 

	
5.4

	
%


	
 

	
 

	
 

	
 

	
 


	
More than 20% and not more than 80%

	
 

	
 

	
4.3

	
%


	
 

	
 

	
 

	
 

	
 


	
20% or less

	
 

	
 

	
5.7

	
%








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Group method. If
 the Employer elects the Permitted Disparity Method using the group method
 under Part 4, #12.c.(2) of the Agreement, the Employer will contribute a
 fixed percentage (as designated in the Agreement) of the total Included
 Compensation for the Plan Year of all Eligible Participants. The total
 Employer Contribution is then allocated among the Eligible Participants under
 either the Two-Step Formula or the Four-Step Formula described below.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Two-Step Formula.
 If the Employer elects the Two-Step Formula, the Employer Contribution will
 be allocated in the same manner as under Section 2.2(b)(2)(i) above. However,
 the Employer may elect to have the Four-Step Formula automatically apply for
 any Plan Year in which the Plan is a Top-Heavy Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Four-Step Formula. If
 the Employer elects the Four-Step Formula or if the Plan is a Top-Heavy Plan
 and the Employer elects to have the Four-Step Formula apply for Plan Years
 when the Plan is a Top-Heavy Plan, the Employer Contribution will be
 allocated to Eligible Participants in the same manner as under Section
 2.2(b)(2)(ii) above.


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
Contribution based
 on service. The Employer may elect under Part 4,
 #12.d. of the Nonstandardized Agreement to provide an Employer Contribution
 for each Eligible Participant based on the service performed by such Eligible
 Participant during the Plan Year (or other period designated under Part 4,
 #13.a. of the Agreement). The Employer may provide a fixed dollar amount of a
 fixed percentage of Included Compensation for each Hour of Service, each week
 of employment or any other measuring period selected under Part 4, #12.d. of
 the Nonstandardized Agreement. If the Employer elects to make a contribution
 based on service, each Eligible Participant will receive an allocation of the
 Employer Contribution equal to the amount determined under the contribution
 formula under Part 4, #12.d. of the Nonstandardized Agreement.


	
 

	
 

	
 


	
 

	
(e)

	
Davis-Bacon
 Contribution Formula. The Employer may elect under
 Part 4, #12.e. of the Nonstandardized Agreement to provide an Employer
 Contribution for each Eligible Participant who performs Davis-Bacon Act
 Service. For this purpose, Davis-Bacon Act Service is any service performed
 by an Employee under a public contract subject to the Davis-Bacon Act or to
 any other federal, state or municipal prevailing wage law. Each such Eligible
 Participant will receive a contribution based on the hourly contribution rate
 for the Participant’s employment classification, as designated on Schedule A
 of the Agreement. Schedule A is incorporated as part of the Agreement. In
 applying the Davis-Bacon Contribution Formula under this subsection (e), the
 following default rules will apply. The Employer may modify these default
 rules under Part 4, #12.e.(2) of the Nonstandardized Agreement


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Eligible Employees.
 Highly Compensated Employees are Excluded Employees for purposes of receiving
 an Employer Contribution under the Davis-Bacon Contribution Formula.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Minimum age and service conditions. No
 minimum age or service conditions will apply for purposes of determining an
 Employee’s eligibility under the Davis-Bacon Contribution Formula.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Entry Date. For
 purposes of applying the Davis-Bacon Contribution Formula, an Employee
 becomes an Eligible Participant on his/her Employment Commencement Date.


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Allocation conditions. No
 allocation conditions (as described in Section 2.6) will apply for purposes
 of determining an Eligible Participant’s allocation under the Davis-Bacon
 Contribution Formula.


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
Vesting. Employer
 Contributions made pursuant to the Davis-Bacon Contribution Formula are
 always 100% vested.


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
Offset of other Employer Contributions. The
 contributions under the Davis Bacon Contribution Formula will not offset any
 other Employer Contributions under the Plan. However, the Employer may elect
 under Part 4, #12.e.(1) of the Nonstandardized Agreement to offset any other
 Employer








	
 

	
 


	


	



	
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Contributions
 made under the Plan by the Employer Contributions a Participant receives
 under the Davis-Bacon Contribution Formula.


	
 

	
 

	
 

	
 


	
 

	
(f)

	
Applicable period for determining Included
 Compensation. In determining
 the amount of Employer Contribution to be allocated to an Eligible
 Participant, Included Compensation is determined separately for each period
 designated under Part 4, #13.a. of the Agreement. If the Employer elects the
 Permitted Disparity Method under Part 4, #12.c. of the Agreement, the period
 designated under Part 4, #13.a. must be the Plan Year. If the Employer elects
 an Employer Contribution formula under Part 4, #12 of the Agreement other
 than the Permitted Disparity Method, and elects a period under Part 4, #13.a.
 other than the Plan Year, a Participant’s allocation of Employer
 Contributions will be determined separately for each period based solely on
 Included Compensation for such period. If the Employer elects the service
 formula under Part 4, #12.d. of the Nonstandardized Agreement, the Employer
 Contribution also will be determined separately for each period designated
 under Part 4, #13.a. of the Agreement based on service performed during such
 period. The Employer need not actually make the Employer Contribution during
 the designated period, provided the total Employer Contribution for the Plan
 Year is allocated based on the proper Included Compensation. 


	
 

	
 

	
 

	
 


	
 

	
(g)

	
Special rules for determining Included
 Compensation. The same rules
 as discussed under Section 2.2(c)(2) apply to permit the Employer to elect
 under Part 4, #13.b. of the Agreement to take into account an Employee’s
 Included Compensation for the entire Plan Year, even if the Employee is an
 Eligible Participant for only part of the Plan Year. If no election is made
 under Part 4, #13.b., only Included Compensation for the portion of the Plan
 Year while an Employee is an Eligible Participant will be taken into account
 in determining an Employee’s Employer Contribution under the Plan. The
 Employer also may elect under Part 4, #13.c. of the Agreement to take into
 account Included Compensation for the calendar year ending in the Plan Year
 or other 12-month period, as provided in Section 2.2(c)(3).


	
 

	
 

	
 

	
 


	
 

	
(h)

	
Limit on contribution where Employer
 maintains another plan in addition to a money purchase
 plan. If the Employer adopts the money purchase plan
 Agreement and also maintains another qualified retirement plan, the
 contribution to be made under the money purchase plan Agreement (as
 designated in Part 4 of the Agreement) will not exceed the maximum amount
 that is deductible under Code §404(a)(7), taking into account all
 contributions that have been made to the plans prior to the date a
 contribution is made under the money purchase plan Agreement.


	
 

	
 

	
 

	
 


	
2.5

	
Target Benefit Plan Contribution.
 This Section 2.5 applies if the Employer has adopted the target benefit plan
 Agreement. Any reference to the Agreement under this Section 2.5 is a
 reference to the target benefit plan Agreement. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Stated Benefit. A Participant’s Stated Benefit, as of any Plan Year, is
 the amount determined in accordance with the benefit formula selected under
 Part 4 of the Agreement, payable annually in the form of a Straight Life
 Annuity commencing upon the Participant’s Normal Retirement Age (as defined
 in Part 5 of the Agreement) or current age (if later). In applying the
 benefit formula under Part 4, all projected Years of Participation (as
 defined in subsection (d)(10) below) are counted beginning with the first
 Plan Year and projecting through the last day of the Plan Year in which the
 Participant attains Normal Retirement Age (or the current Plan Year, if
 later), assuming all relevant factors remain constant for future Plan Years.
 For this purpose, the first Plan Year is the latest of: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1) 

	
the first
 Plan Year in which the Participant becomes an Eligible Participant; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

	
the first
 Plan Year immediately following a Plan Year in which the Plan did not satisfy
 the target benefit plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3);
 or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
the first
 Plan Year taken into account under the Plan’s benefit formula, as designated
 in Part 4, #13.c. of the Agreement. If Part 4, #13.c. is not completed, the
 first Plan Year taken into account under this subsection (3) will be the original
 Effective Date of this Plan, as designated under #59.a. or #59.b.(2) of the
 Agreement, as applicable.


	
 

	
 

	
 

	
 


	
 

	
 

	
If this Plan
 is a “prior safe harbor plan” then, solely for purposes of determining
 projected Years of Participation, the Plan is deemed to satisfy the target
 benefit plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3) and the
 Participant is treated as an Eligible Participant under the Plan for any Plan
 Year beginning prior to January 1, 1994. This Plan is a prior safe harbor
 plan if it was originally in effect on September 19, 1991, and on that date
 the Plan contained a stated benefit formula that took into account service
 prior to that date, and the Plan satisfied the applicable nondiscrimination
 requirements for target benefit plans for those prior years. For purposes of
 determining whether a plan satisfies the applicable nondiscrimination
 requirements for target benefit plans for Plan Years beginning before January
 1, 1994, no amendments after September 19, 1991, other than amendments
 necessary to satisfy §401(1) of the Code, will be taken into account.








	
 

	
 


	



	
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15







	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Employer Contribution. Each Plan Year, the Employer will contribute to the
 Plan on behalf of each Eligible Participant who has satisfied the allocation
 conditions under Part 4, #15 of the Agreement, an amount necessary to fund
 the Participant’s Stated Benefit, determined in accordance with the benefit
 formula selected under Part 4, #13 of the Agreement. The Employer’s required
 contribution may be reduced by forfeitures in accordance with the provisions
 of Section 5.5(b). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Participant has not reached Normal
 Retirement Age. If a Participant has not reached
 Normal Retirement Age by the last day of the Plan Year, the Employer
 Contribution for such Plan Year with respect to that Participant is the
 excess, if any, of the Present Value Stated Benefit (as defined in subsection
 (3) below) over the Theoretical Reserve (as defined in subsection (4) below),
 multiplied by the appropriate Amortization Factor from Table II under Exhibit
 A of the Agreement. The factors under Table II are determined based on the
 applicable interest rate assumptions selected under Part 4, #14.b.(1) of the
 Agreement. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Participant has reached Normal Retirement
 Age. If a Participant has reached Normal Retirement
 Age by the last day of the Plan Year, the Employer Contribution for such Plan
 Year with respect to that Participant is the excess, if any, of the Present
 Value Stated Benefit (as defined in subsection (3) below) over the
 Theoretical Reserve (as defined in subsection (4) below). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Present Value Stated Benefit.
 For purposes of determining the Employer Contribution under the Plan, a
 Participant’s Present Value Stated Benefit is the Participant’s Stated
 Benefit multiplied by the appropriate present value factor under Table I or
 Table IA, as appropriate (if the Participant has not attained Normal
 Retirement Age) or Table IV (if the Participant has attained Normal
 Retirement Age). The Present Value Stated Benefit must be further adjusted by
 the factors under Table III if the Normal Retirement Age under the Plan is
 other than age 65. (See Exhibit A under the Agreement for the applicable
 factors. The applicable factors are determined based on the applicable
 interest rate assumptions selected under Part 4, #14.b.(1) of the Agreement
 and assuming a UP-1984 mortality table. If the Employer elects a different
 applicable mortality table under Part 4, #14.b.(2), appropriate factors must
 be attached to the Agreement.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Theoretical Reserve.
 Except as provided in the following paragraph, for the first Plan Year for
 which the Stated Benefit is determined (see subsection (a) above), a
 Participant’s Theoretical Reserve is zero. For each subsequent Plan Year, the
 Theoretical Reserve is the sum of the Theoretical Reserve for the prior Plan
 Year plus the Employer Contribution required for such prior Plan Year. The
 sum is then adjusted for interest (using the Plan’s interest assumptions for
 the prior Plan Year) through the last day of the current Plan Year. For any
 Plan Year following the Plan Year in which the Participant attains Normal
 Retirement Age, no interest adjustment is required. For purposes of determining
 a Participant’s Theoretical Reserve, minimum contributions required solely to
 comply with the Top-Heavy Plan rules under Article 16 are not included. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If this Plan
 was a prior safe harbor plan (see the definition of prior safe harbor plan
 under subsection (a) above), with a benefit formula that takes into account
 Plan Years prior to the first Plan Year this Plan satisfies the target
 benefit plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3)(c), the
 Theoretical Reserve for the first Plan Year is determined by subtracting the
 result in subsection (ii) from the result in subsection (i).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i) 

	
Determine
 the present value of the Stated Benefit as of the last day of the Plan Year
 immediately preceding the first Plan Year this Plan satisfies the target
 benefit plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3)(c), using the
 actuarial assumptions, the provisions of the Plan, and the Participant’s
 compensation as of such date. For a Participant who has attained Normal
 Retirement Age, the Stated Benefit will be determined using the actuarial
 assumptions, the provisions of the Plan, and the Participant’s compensation
 as of such date, using a straight life annuity factor for a Participant whose
 attained age is the Normal Retirement Age under the Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii) 

	
Determine
 the present value of future Employer Contributions (i.e., the Employer
 Contributions due each Plan Year using the actuarial assumptions, the
 provisions of the Plan (disregarding those provisions of the Plan providing
 for the limitations of §415 of the Code or the minimum contributions under
 §416 of the Code)), and the Participant’s compensation as of such date,
 beginning with the first Plan Year through the end of the Plan Year in which
 the Participant attains Normal Retirement Age.


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Benefit formula. The Employer may elect under Part 4 of the Agreement to
 apply a Nonintegrated Benefit Formula or an Integrated Benefit Formula. The
 benefit formula selected under Part 4 of the Agreement must comply with the
 target benefit plan safe harbor rules under Treas. Reg. §1.401(a)(4)-8(b)(3). 








	
 

	
 


	



	
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(1)

	
Nonintegrated Benefit Formula.
 Under a Nonintegrated Benefit Formula, benefits provided under Social
 Security are not taken into account when determining an Eligible
 Participant’s Stated Benefit. A Nonintegrated Benefit Formula may provide for
 a Flat Benefit or a Unit Benefit. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Flat Benefit. The
 Employer may elect under Part 4, #13.a.(1) of the Agreement to apply a Flat
 Benefit formula that provides a Stated Benefit equal to a specified
 percentage of Average Compensation. A Participant’s Stated Benefit determined
 under the Flat Benefit formula will be reduced pro rata if the Participant’s
 projected Years of Participation are less than 25 Years of Participation. For
 a Participant with less than 25 projected Years of Participation, the base
 percentage and the excess percentage are reduced by multiplying such percentages
 by a fraction, the numerator of which is the Participant’s projected Years of
 Participation, and the denominator of which is 25. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Unit Benefit. The
 Employer may elect under Part 4, #13.a.(2) of the Agreement or under Part 4,
 #13.a.(3) of the Nonstandardized Agreement to apply a Unit Benefit formula
 that provides a Stated Benefit equal to a specified percentage of Average
 Compensation multiplied by the Participant’s Years of Participation with the
 Employer. The Employer may elect to limit the Years of Participation taken
 into account under a Unit Benefit formula, however, the Plan must take into
 account all Years of Participation up to at least 25 years.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If the
Employer elects a tiered formula under Part 4, #13.a.(3) of the Nonstandardized
Agreement, the highest benefit percentage for any Participant with less than
33 Years of Participation cannot be more than one-third larger than the
lowest benefit percentage for any Participant with less than 33 Years of
Participation. This requirement is satisfied if the percentage under Part 4,
#13.a.(3)(a) applies to all Years of Participation up to at least 33. If the
percentage under Part 4, #13.a.(3)(a) applies to Years of Participation less
than 33, this paragraph will be satisfied if the total Years of Participation
taken into account under Part 4, #13.a.(3)(b) and Part 4, #13.a.(3)(d) is not
less than 33 and the percentage designated in Part 4, #13.a.(3)(c) is not
less than P1(25-Y)/(33-Y) and is not greater than Pl(44-Y)/(33-Y), where
P1 is the percentage under Part 4, #13.a.(3)(a) and Y is the number of Years
of Participation to which the percentage under Part 4, #13.a.(3)(a) applies.
If the total Years of Participation taken into account under Part 4,
#13.a.(3)(b) and Part 4, #13.a.(3)(d) is less than 33, a similar calculation
applies to any percentage designated in Part 4, #13.a.(3)(e).  


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Integrated Benefit Formula.
 An Integrated Benefit Formula is designed to provide a greater benefit to
 certain Participants to make up for benefits not provided under Social
 Security. An Integrated Benefit Formula may provide for a Flat Excess
 Benefit, a Unit Excess Benefit, a Flat Offset Benefit, or a Unit Offset
 Benefit. An Employer may not elect an Integrated Benefit Formula under the Plan
 if another qualified plan of the Employer, which covers any of the same
 Employees, uses permitted disparity (or imputes permitted disparity) in
 determining the allocation of contributions or accrual of benefits under the
 plan.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Flat Excess Benefit.
 The Employer may elect under Part 4, #13.b.(1) of the Agreement to apply a
 Flat Excess Benefit formula that provides a Stated Benefit equal to a
 specified percentage of Average Compensation (“base percentage”) plus a
 specified percentage of Excess Compensation (“excess percentage”). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Maximum permitted disparity.
 In completing a Flat Excess Benefit formula under Part 4, #13.b.(1) of the
 Agreement, the excess percentage under Part 4, #13.b.(1)(b) may not exceed
 the Maximum Disparity Percentage identified under subsection (3)(i) below.
 The excess percentage may be further reduced under the Cumulative Disparity
 Limit under subsection (3)(iv) below. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Limitation on Years of Participation.
 The Participant’s base percentage and excess percentage under the Flat Excess
 Benefit formula are reduced pro rata if the Participant’s projected Years of
 Participation are less than 35 years. For a Participant with less than 35
 projected Years of Participation, the base percentage and the excess
 percentage are reduced by multiplying such percentages by a fraction, the
 numerator of which is the Participant’s projected Years of Participation, and
 the denominator of which is 35. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Unit Excess Benefit.
 The Employer may elect under Part 4, #13.b.(2) of the Agreement or under Part
 4, #13.b.(3) of the Nonstandardized Agreement to apply a Unit Excess Benefit
 formula which provides a Stated Benefit equal to a specified percentage of
 








	
 

	
 


	



	
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Average
 Compensation (“base percentage”) plus a specified percentage of Excess
 Compensation (“excess percentage”) multiplied by the Participant’s Years of
 Participation with the Employer.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Maximum permitted disparity.
 In completing a Unit Excess Benefit formula under Part 4, #13.b. of the
 Agreement, the excess percentage under the formula may not exceed the Maximum
 Disparity Percentage identified under subsection (3)(i) below. In addition,
 if the Employer elects a tiered formula under Part 4, #13.b.(3) of the
 Nonstandardized Agreement, the percentage designated under Part 4,
 #13.b.(3)(d) and/or Part 4, #13.b.(3)(f), as applicable, may not exceed the
 sum of the base percentage under Part 4, #13.b.(3)(a) and the excess
 percentage under Part 4, #13.b.(3)(b). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Limitation on Years of Participation.
 The Employer must identify under Part 4, #13.b. the Years of Participation
 that will be taken into account under the Unit Excess Benefit formula. If the
 Employer elects a uniform formula under Part 4, #13.b.(2) of the Agreement,
 the Plan must take into account all Years of Participation up to at least 25.
 In addition, a Participant may not be required to complete more than 35 Years
 of Participation to earn his/her full Stated Benefit. (See the Cumulative
 Disparity Limit under subsection (3)(iv) below for additional restrictions
 that may limit a Participant’s Years of Participation that may be taken into
 account under the Plan.) 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
If the
 Employer elects a tiered formula under Part 4, #13.b.(3) of the
 Nonstandardized Agreement and the Years of Participation specified under Part
 4, #13.b.(3)(c) is less than 35, the percentage under Part 4, #13.b.(3)(d)
 must equal the sum of the base percentage under Part 4, #13.b.(3)(a) and the
 excess percentage under Part 4, #13.b.(3)(b) and any Years of Participation
 required under Part 4, #13.b.(3)(e) may not be less than 35 minus the Years
 of Participation designated under Part 4, #13.b.(3)(c). (See the Cumulative
 Disparity Limit under subsection (3)(iv) below for additional restrictions
 that may limit a Participant’s Years of Participation that may be taken into
 account under the Plan.) If the number of Years of Participation specified
 under Part 4, #13.b.(3)(c) is less than 35, and Part 4, #13.b.(3)(d) is not
 checked, the percentage specified under Part 4, #13.b.(3)(f) must equal the
 sum of the base percentage under Part 4, #13.b.(3)(a) and the excess
 percentage under Part 4, #13.b.(3)(b).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Flat Offset Benefit.
 The Employer may elect under Part 4, #13.b.(4) of the Nonstandardized
 Agreement or Part 4, #13.b.(3) of the Standardized Agreement to apply a Flat
 Offset Benefit formula that provides a Stated Benefit equal to a specified
 percentage of Average Compensation (“gross percentage”) offset by a specified
 percentage of Offset Compensation (“offset percentage”). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Maximum permitted disparity.
 In applying a Flat Offset Benefit formula, the offset percentage for any
 Participant may not exceed the Maximum Offset Percentage identified under
 subsection (3)(ii) below. The offset percentage may be further reduced under
 the Cumulative Disparity Limit under subsection (3)(iv) below. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Limitation on Years of Participation.
 The Participant’s gross percentage and offset percentage under the Flat
 Offset Benefit formula are reduced pro rata if the Participant’s projected
 Years of Participation are less than 35 years. For a Participant with less
 than 35 projected Years of Participation, the gross percentage and the offset
 percentage are reduced by multiplying such percentages by a fraction, the
 numerator of which is the Participant’s projected Years of Participation, and
 the denominator of which is 35. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Unit Offset Benefit.
 The Employer may elect under Part 4, #13.b.(5) and Part 4, #13.b.(6) of the
 Agreement or under Part 4, #13.b.(4) of the Standardized Agreement to apply a
 Unit Offset Benefit formula which provides a Stated Benefit equal to a
 specified percentage of Average Compensation (“gross percentage”) offset by a
 specified percentage of Offset Compensation (“offset percentage”) multiplied
 by the Participant’s Years of Participation with the Employer. 








	
 

	
 


	



	
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(A)

	
Maximum permitted offset.
 In applying a Unit Offset Benefit formula, the offset percentage for any
 Participant may not exceed the Maximum Offset Percentage identified under
 subsection (3)(ii) below. In addition, if the Employer elects a tiered
 formula under Part 4, #13.b.(6) of the Nonstandardized Agreement, the
 percentage designated under Part 4, #13.b.(6)(d) and/or Part 4, #13.b.(6)(f),
 as applicable, may not exceed the gross percentage under Part 4,
 #13.b.(6)(a). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Limitation on Years of Participation.
 The Employer must identify under Part 4, #13.b. the Years of Participation
 that will be taken into account under the Unit Offset Benefit formula. If the
 Employer elects a uniform offset formula under Part 4, #13.b.(5) of the
 Nonstandardized Agreement or Part 4, #13.b.(4) of the Standardized Agreement,
 the Plan must take into account all Years of Participation up to at least 25.
 In addition, a Participant may not be required to complete more than 35 Years
 of Participation to earn his/her full Stated Benefit. (See the Cumulative
 Disparity Limit under subsection (3)(iv) below for additional restrictions
 that may limit a Participant’s Years of Participation that may be taken into
 account under the Plan.) 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
If the
 Employer elects a tiered offset formula under Part 4, #13.b.(6) of the
 Nonstandardized Agreement and the Years of Participation specified under Part
 4, #13.b.(6)(c) is less than 35, any percentage under Part 4, #13.b.(6)(d)
 must equal the gross percentage under Part 4, #13.d.(6)(a) and any Years of
 Participation required under Part 4, #13.b.(6)(e) may not be less than 35
 minus the Years of Participation designated under Part 4, #13.b.(6)(c). (See
 the Cumulative Disparity Limit under subsection (3)(iv) below for additional
 restrictions that may limit a Participant’s Years of Participation that may
 be taken into account under the Plan.) If the number of Years of Participation
 specified under Part 4, #13.b.(6)(c) is less than 35, and Part 4,
 #13.b.(6)(d) is not checked, the percentage specified under Part 4,
 #13.b.(6)(f) must equal the gross percentage under Part 4, #13.b.(6)(a).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Special rules for applying Integrated
 Benefit Formulas under Part 4, #13.b. of the Agreement. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Maximum Disparity Percentage.
 In applying the Flat Excess Benefit formula described in subsection (2)(i)
 above or the Unit Excess Benefit formula described in subsection (2)(ii) above,
 the excess percentage under the formula may not exceed the Maximum Disparity
 Percentage. Under a Flat Excess Benefit formula, the Maximum Disparity
 Percentage is the lesser of the base percentage specified under the Agreement
 or the appropriate factor described under the Simplified Table below
 multiplied by 35. Under a Unit Excess Benefit formula, the Maximum Disparity
 Percentage is the lesser of the base percentage specified under the Agreement
 or the appropriate factor described under the Simplified Table below. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
In applying
 the Simplified Table below, NRA is a Participant’s Normal Retirement Age
 under the Plan. If a Participant’s Normal Retirement Age is prior to age 55,
 the applicable factors under the Simplified Table must be further reduced to
 a factor that is the Actuarial Equivalent of the factor at age 55. (See (iii)
 below for possible adjustments to the Simplified Table if an Integration
 Level other than Covered Compensation is selected under Part 4, #14.d.(1) of
 the Agreement.)








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Simplified Table

	
 


	
 

	
 


	
 

	
NRA 

	
 

	
 

	
Maximum 

Disparity Percentage 

	
 

	
NRA 

	
 

	
Maximum 

Disparity Percentage 

	
 


	
 

	


	
 

	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
70

	
 

	
 

	
0.838

	
 

	
 

	
62

	
 

	
 

	
0.416 

	
 

	
 


	
 

	
69

	
 

	
 

	
0.760

	
 

	
 

	
61

	
 

	
 

	
0.382 

	
 

	
 


	
 

	
68

	
 

	
 

	
0.690

	
 

	
 

	
60

	
 

	
 

	
0.346 

	
 

	
 


	
 

	
67

	
 

	
 

	
0.627

	
 

	
 

	
59

	
 

	
 

	
0.330 

	
 

	
 


	
 

	
66

	
 

	
 

	
0.571

	
 

	
 

	
58

	
 

	
 

	
0.312 

	
 

	
 


	
 

	
65

	
 

	
 

	
0.520

	
 

	
 

	
57

	
 

	
 

	
0.294 

	
 

	
 


	
 

	
64

	
 

	
 

	
0.486

	
 

	
 

	
56

	
 

	
 

	
0.278 

	
 

	
 


	
 

	
63

	
 

	
 

	
0.450

	
 

	
 

	
55

	
 

	
 

	
0.260 

	
 

	
 








	
 

	
 


	



	
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(ii)

	
Maximum Offset Percentage.
 In applying the Flat Offset Benefit formula described in subsection (2)(iii)
 above or the Unit Offset Benefit formula described in subsection (2)(iv)
 above, the offset percentage under the formula may not exceed the Maximum
 Offset Percentage. Under a Flat Offset Benefit formula, the Maximum Offset
 Percentage is the lesser of 50% of the gross percentage specified under the
 Agreement or the appropriate factor described under the Simplified Table
 above, multiplied by 35. Under a Unit Offset Benefit formula, the Maximum Offset
 Percentage is the lesser of 50% of the gross percentage specified under the
 Agreement or the appropriate factor described under the Simplified Table
 above. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
In applying
 the Simplified Table above, NRA is a Participant’s Normal Retirement Age under
 the Plan. If a Participant’s Normal Retirement Age is prior to age 55, the
 applicable factors under the Simplified Table must be further reduced to a
 factor that is the Actuarial Equivalent of the factor at age 55. (See (iii)
 below for possible adjustments to the Simplified Table if an Integration
 Level other than Covered Compensation is selected under Part 4, #14.d.(1) of
 the Agreement.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Adjustments to the Maximum Disparity
 Percentage / Maximum Offset Percentage for Integration Level other than
 Covered Compensation. The factors under the
 Simplified Table under subsection (i) above are based on an Integration Level
 equal to Covered Compensation. If the Employer elects under Part 4,
 #14.d.(1)(b) – (e) of the Agreement to use an Integration Level other than
 Covered Compensation, the factors under the Simplified Table may have to be
 modified. If the Employer elects to modify the Integration Level under Part
 4, #14.d.(1)(b) or Part 4, #14.d.(1)(c) of the Agreement, no modification to
 the Simplified Table is required. If the Employer elects to modify the
 Integration Level under Part 4, #14.d.(1)(d) or Part 4, #14.d.(1)(e), the
 factors under the Modified Table below must be used instead of the factors
 under the Simplified Table. 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Modified Table – Factors for Integration Level other than Covered
 Compensation

	
 


	
 

	
 

	
 


	
 

	
NRA 

	
 

	
 

	
Maximum 

Disparity Percentage 

	
 

	
NRA 

	
 

	
Maximum 

Disparity Percentage 

	
 


	
 

	


	
 

	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
70

	
 

	
 

	
0.670

	
 

	
 

	
62

	
 

	
 

	
0.331 

	
 

	
 


	
 

	
69

	
 

	
 

	
0.608

	
 

	
 

	
61

	
 

	
 

	
0.305 

	
 

	
 


	
 

	
68

	
 

	
 

	
0.552

	
 

	
 

	
60

	
 

	
 

	
0.277 

	
 

	
 


	
 

	
67

	
 

	
 

	
0.627

	
 

	
 

	
59

	
 

	
 

	
0.264 

	
 

	
 


	
 

	
66

	
 

	
 

	
0.502

	
 

	
 

	
58

	
 

	
 

	
0.250 

	
 

	
 


	
 

	
65

	
 

	
 

	
0.416

	
 

	
 

	
57

	
 

	
 

	
0.234 

	
 

	
 


	
 

	
64

	
 

	
 

	
0.388

	
 

	
 

	
56

	
 

	
 

	
0.222 

	
 

	
 


	
 

	
63

	
 

	
 

	
0.360

	
 

	
 

	
55

	
 

	
 

	
0.208 

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Cumulative Disparity Limit.
 The Cumulative Disparity Limit applies to further limit the permitted
 disparity under the Plan. If the Cumulative Disparity Limit applies, the
 following adjustment will be made to the Participant’s Stated Benefit,
 depending on the type of formula selected under the Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Flat Excess Benefit.
 In applying a Flat Excess Benefit formula, if a Participant’s cumulative
 disparity years exceed 35, the excess percentage under the formula will be
 reduced as provided below. For this purpose, a Participant’s cumulative
 disparity years consist of: (I) the Participant’s projected Years of
 Participation (up to 35); (II) any years the Participant benefited (or is
 treated as having benefited) under this Plan prior to the Participant’s first
 Year of Participation; and (III) any years credited to the Participant for
 allocation or accrual purposes under one or more qualified plans or
 simplified employee pension plans (whether or not terminated) ever maintained
 by the Employer (other than years counted in (I) or (II) above). For purposes
 of determining the Participant’s cumulative disparity years, all years ending
 in the same calendar year are treated as the same year. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
If the
 Cumulative Disparity Limit applies, the excess percentage under the formula
 will be reduced by multiplying the excess percentage (as adjusted under this
 subsection (3)) by a fraction (not less than zero), the numerator of which is
 35 minus the sum of the years in (II) and (III) above, and the denominator of
 which is 35.








	
 

	
 


	



	
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(B)

	
Unit Excess Benefit.
 In applying a Unit Excess Benefit formula, the projected Years of
 Participation taken into account under the formula may not exceed the
 Participant’s cumulative disparity years. For this purpose, the Participant’s
 cumulative disparity years equal 35 minus: (I) the years the Participant
 benefited or is treated as having benefited under this Plan prior to the
 Participant’s first Year of Participation, and (II) the years credited to the
 Participant for allocation or accrual purposes under one or more qualified
 plans or simplified employee pension plans (whether or not terminated) ever
 maintained by the Employer other than years counted in (I) above or counted
 toward a Participant’s projected Years of Participation. For purposes of
 determining the Participant’s cumulative disparity years, all years ending in
 the same calendar year are treated as the same year. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
Flat Offset Benefit.
 In applying a Flat Offset Benefit formula, if a Participant’s cumulative
 disparity years exceed 35, the gross percentage and offset percentage under
 the formula will be reduced as provided below. For this purpose, a
 Participant’s cumulative disparity years consist of: (I) the Participant’s
 projected Years of Participation (up to 35); (II) any years the Participant
 benefited (or is treated as having benefited) under this Plan prior to the
 Participant’s first Year of Participation; and (III) any years credited to
 the Participant for allocation or accrual purposes under one or more
 qualified plans or simplified employee pension plans (whether or not
 terminated) ever maintained by the Employer (other than years counted in (I)
 or (II) above). For purposes of determining the Participant’s cumulative
 disparity years, all years ending in the same calendar year are treated as
 the same year. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
If the
 Cumulative Disparity Limit applies, the offset percentage will be reduced by
 multiplying such percentage by a fraction (not less than 0), the numerator of
 which is 35 minus the sum of the years in (II) and (III) above, and the
 denominator of which is 35. The gross benefit percentage will be reduced by
 the number of percentage points by which the offset percentage is reduced.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
Unit Offset Benefit.
 In applying a Unit Offset Benefit formula, the Years of Participation taken
 into account under the formula may not exceed the Participant’s cumulative
 disparity years. For this purpose, the Participant’s cumulative disparity
 years equal 35 minus: (I) the years the Participant benefited or is treated
 as having benefited under this Plan prior to the Participant’s first Year of
 Participation, and (II) the years credited to the Participant for allocation
 or accrual purposes under one or more qualified plans or simplified employee
 pension plans (whether or not terminated) ever maintained by the Employer
 other than years counted in (I) above or counted toward a Participant’s
 projected Years of Service. For purposes of determining the Participant’s
 cumulative disparity years, all years ending in the same calendar year are
 treated as the same year. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
Definitions. The following definitions apply for purposes of applying
 the benefit formulas described under this Section 2.5. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Average Compensation.
 The average of a Participant’s annual Included Compensation during the
 Averaging Period, as designated in Part 3, #11 of the Agreement. If no
 modifications are made to the definition of Average Compensation under Part
 3, #11, Average Compensation is the average of the Participant’s annual
 Included Compensation for the three (3) consecutive Plan Years during the
 Participant’s entire employment history which produce the highest average.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Averaging Period.
 Unless the Employer elects otherwise under Part 3, #11.a. of the Agreement,
 the Averaging Period for determining a Participant’s Average Compensation is
 made up of the three (3) consecutive Measuring Periods during the
 Participant’s Employment Period which results in the highest Average
 Compensation. The Employer may elect under Part 3, #11.a. to apply an
 alternative Averaging Period which is greater than three (3) consecutive
 Measuring Periods, may elect to take into account the highest Average
 Compensation over a period of nonconsecutive Measuring Periods, or may elect
 to take into account all Measuring Periods during the Participant’s
 Employment Period.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Measuring Period.
 Unless the Employer elects otherwise under Part 3, #11.b. of the Agreement,
 the Measuring Period for determining Average Compensation is the Plan Year.
 (If the Plan has a short Plan Year, Average Compensation is based on Included
 








	
 

	
 


	



	
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Compensation
 earned during the 12-month period ending on the last day of the short Plan
 Year.) The Employer may elect under Part 3, #11.b. to apply an alternative
 Measuring Period for determining Average Compensation based on the calendar
 year or any other designated 12-month period. Alternatively, the Employer may
 elect to use calendar months as the Measuring Periods. If monthly Measuring
 Periods are selected under Part 3, #11.b., the Averaging Period designated
 under Part 3, #11.a. must be at least 36 months.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Employment Period.
 Unless the Employer elects otherwise under Part 3, #11.c. of the Agreement,
 the Employment Period used to determine Average Compensation is the
 Participant’s entire employment period with the Employer. Instead of
 measuring Average Compensation over a Participant’s entire period of
 employment, the Employer may elect under Part 3, #11.c. to use Averaging
 Periods only during the period following the Participant’s original Entry
 Date (as determined under Part 2 of the Agreement) or any other specified period.
 If the Employer elects an alternative Employment Period under Part 3, #11.c.,
 such Employment Period must end in the current Plan Year and may not be
 shorter than the Averaging Period selected in Part 3, #11.a. (or the
 Participant’s entire period of employment, if shorter). 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
Drop-out years.
 Unless elected otherwise under Part 3, #11.d. of the Agreement, all Measuring
 Periods within a Participant’s Employment Period are included for purposes of
 determining Average Compensation. The Employer may elect under Part 3, #11.d.
 to exclude the Measuring Period in which the Participant terminates
 employment or any Measuring Period during which a Participant does not
 complete a designated number of Hours of Service. If the Employer elects to
 apply an Hour of Service requirement under Part 3, #11.d.(2), the designated
 Hours of Service required for any particular Participant may not exceed 75%
 of the Hours of Service that an Employee working full-time in the same job
 category as the Participant would earn during the Measuring Period. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
In
 determining whether the Measuring Periods within an Averaging Period are
 consecutive (see subsection (i) above), any Measuring Period excluded under
 this subsection (iv) will be disregarded.


	
 

	
 

	
 

	
 


	
 

	
(2)

	
Covered Compensation.
 For purposes of applying an Integrated Benefit Formula, a Participant’s
 Covered Compensation for the Plan Year is the average of the Taxable Wage
 Bases in effect for each calendar year during the 35-year period ending on
 the last day of the calendar year in which the Participant attains (or will
 attain) his/her Social Security Retirement Age. In determining a
 Participant’s Covered Compensation, the Taxable Wage Base in effect as of the
 beginning of the Plan Year is assumed to remain constant for all future
 years. If a Participant is 35 or more years away from his/her Social Security
 Retirement Age, the Participant’s Covered Compensation is the Taxable Wage
 Base in effect as of the beginning of the Plan Year. A Participant’s Covered
 Compensation remains constant for Plan Years beginning after the calendar
 year in which the Participant attains Social Security Retirement Age.


	
 

	
 

	
 

	
 


	
 

	
 

	
Unless
 elected otherwise under Part 4, #14.d.(2) of the Agreement, a Participant’s
 Covered Compensation must be adjusted every Plan Year to reflect the Taxable
 Wage Base in effect for such year. The Employer may designate under Part 4,
 #14.d.(2)(a) to use Covered Compensation for a Plan Year earlier than the
 current Plan Year. Such earlier Plan Year may not be more than 5 years before
 the current Plan Year. For the sixth Plan Year following the Plan Year used
 to calculate Covered Compensation (as determined under this sentence),
 Covered Compensation will be adjusted using Covered Compensation for the
 prior Plan Year. Covered Compensation will not be adjusted for Plan Years
 prior to the sixth Plan Year following the Plan Year used to calculate
 Covered Compensation.


	
 

	
 

	
 

	
 


	
 

	
 

	
In
 determining a Participant’s Covered Compensation, the Employer may elect
 under Part 4, #14.d.(2)(b) to apply the rounded Covered Compensation tables
 issued by the IRS instead of using the applicable Taxable Wage Bases of the
 Participant.


	
 

	
 

	
 

	
 


	
 

	
(3)

	
Excess Compensation.
 Excess Compensation is used for purposes of determining a Participant’s
 Normal Retirement Benefit under an Excess Benefit Formula. A Participant’s
 Excess Compensation is the excess (if any) of the Participant’s Average
 Compensation over the Integration Level.


	
 

	
 

	
 

	
 


	
 

	
(4)

	
Integration Level.
 The Integration Level under the Plan is used for determining the Excess
 Compensation or Offset Compensation used to determine a Participant’s Stated
 Benefit under the Plan. The Employer may elect under Part 4, #14.d.(1)(a) of
 the Agreement to use a Participant’s Covered Compensation for the Plan Year as
 the Integration Level. Alternatively, the Employer may 








	
 

	
 


	



	
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elect under
 Parts 4, #14.d.(1)(b) – (e) to apply an alternative Integration Level under
 the Plan. (See subsection (c)(3)(iii) above for special rules that apply if
 the Employer elects an alternative Integration Level.)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
Offset Compensation.
 A Participant’s Offset Compensation is used to determine a Participant’s
 Stated Benefit under an Offset Benefit formula. Unless modified under Part 3,
 #12 of the Agreement, Offset Compensation is the average of a Participant’s
 annual Included Compensation over the three (3) consecutive Plan Years ending
 with the current Plan Year. A Participant’s Offset Compensation is taken into
 account only to the extent it does not exceed the Integration Level under the
 Plan. For purposes of determining a Participant’s Offset Compensation,
 Included Compensation which exceeds the Taxable Wage Base in effect for the
 beginning of a Measuring Period will not be taken into account.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Measuring Period.
 Unless elected otherwise under Part 3, #12.a. of the Agreement, Offset
 Compensation is determined based on Included Compensation earned during the
 Plan Year (or the 12-month period ending on the last day of the Plan Year for
 a short Plan Year). Instead of using Plan Years, the Employer may elect under
 Part 3, #12.a. to determine Offset Compensation over the 3-year period ending
 with or within the current Plan Year based on calendar years or any other
 designated 12-month period. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Drop-out years.
 Unless elected otherwise under Part 3, #12.b. of the Agreement, Offset
 Compensation is determined based on the three consecutive Measuring Periods
 ending with or within the current Plan Year. The Employer may elect under
 Part 3, #12.b. to disregard the Measuring Period in which a Participant
 terminates employment for purposes of determining Offset Compensation. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
Social Security Retirement Age.
 An Employee’s retirement age as determined under Section 230 of the Social
 Security Retirement Act. For a Participant who attains age 62 before January
 1, 2000 (i.e., born before January 1, 1938), the Participant’s Social Security
 Retirement Age is 65. For a Participant who attains age 62 after December 31,
 1999, and before January 1, 2017 (i.e., born after December 31, 1937, but
 before January 1, 1955), the Participant’s Social Security Retirement Age is
 66. For a Participant attaining age 62 after December 31, 2016 (i.e., born
 after December 31, 1954), the Participant’s Social Security Retirement Age is
 67.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(7)

	
Stated Benefit.
 The amount determined in accordance with the benefit formula selected in Part
 4 of the Agreement, payable annually as a Straight Life Annuity commencing at
 Normal Retirement Age (or current age, if later). (See subsection (a) above.)
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(8)

	
Straight Life Annuity.
 An annuity payable in equal installments for the life of the Participant that
 terminates upon the Participant’s death.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(9)

	
Taxable Wage Base.
 Taxable Wage Base is the contribution and benefit base under Section 230 of
 the Social Security Retirement Act at the beginning of the Plan Year.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(10)

	
Year of Participation.
 For purposes of determining a Participant’s Stated Benefit under the Plan, a
 Participant’s Years of Participation are defined under Part 4, #14.a. of the
 Agreement. (See subsection (a) above for rules regarding the determination of
 a Participant’s projected Years of Participation.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The Employer
 may elect under Part 4, #14.a.(1) to define an Employee’s Years of
 Participation as each Plan Year during which the Employee satisfies the
 allocation conditions designated under Part 4, #15 of the Agreement (see
 Section 2.6 below), including Plan Years prior to the Employee’s becoming an
 Eligible Participant under the Plan. Alternatively, the Employer may elect
 under Part 4, #14.a.(2) of the Agreement to define an Employee’s Years of
 Participation as each Plan Year during which the Employee satisfies the
 allocation conditions designated under Part 4, #15 of the Agreement (see
 Section 2.6 below), taking into account only Plan Years during which the
 Employee is an Eligible Participant. The Employer may elect under Part 4,
 #14.a.(3) to disregard any Year of Participation completed prior to a date
 designated under the Agreement.


	
 

	
 

	
 

	
 

	
 


	
2.6

	
Allocation Conditions. In order to receive an allocation of Employer
 Contributions (other than Section 401(k) Deferrals and Safe Harbor
 Contributions), an Eligible Participant must satisfy any allocation
 conditions designated under Part 4, #15 of the Agreement with respect to such
 contributions. (Similar allocation conditions apply under Part 4B, #19 of the
 401(k) Agreement for Employer Matching Contributions and Part 4C, #24 of the
 401(k) Agreement for Employer Nonelective Contributions.) Under the
 Nonstandardized Agreements, the imposition of an allocation condition may
 cause the Plan to fail the minimum coverage requirements under Code §410(b),
 unless the only allocation condition under the Plan is a safe harbor
 allocation condition. (Under the Standardized Agreements, the only 








	
 

	
 


	



	
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allocation
 condition permitted is a safe harbor allocation condition. But see (b) below
 for a special rule upon plan termination.)


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Safe harbor allocation condition. Under the safe harbor allocation condition under
Part 4, #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. and Part 4C, #24.b.
 of the Nonstandardized 401(k) Agreement], the Employer may elect to require
 an Eligible Participant to be employed on the last day of the Plan Year or to
 complete more than a specified number of Hours of Service (not to exceed 500)
 during the Plan Year to receive an allocation of Employer Contributions
 (other than Section 401(k) Deferrals or Safe Harbor Contributions) under the
 Plan. Under this safe harbor allocation condition, an Eligible Participant
 whose employment terminates before he/she completes the designated Hours of
 Service is not entitled to an allocation of Employer Contributions subject to
 such allocation condition. However, if an Eligible Participant completes at
 least the designated Hours of Service during a Plan Year, the Participant is
 eligible for an allocation of such Employer Contributions, even if the
 Participant’s employment terminates during the Plan Year.


	
 

	
 

	
 

	
 


	
 

	
 

	
The
 imposition of the safe harbor allocation condition will not cause the Plan to
 fail the minimum coverage requirements under Code §410(b) because
 Participants who are excluded from participation solely as a result of the
 safe harbor allocation condition are excluded from the coverage test. Except
 as provided under subsection (b) below, the safe harbor allocation condition is
 the only allocation condition that may be used under the Standardized
 Agreement.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Application of last day of employment rule
 for money purchase and target benefit Plans in year of termination. The Employer may elect under Part 4,
#15.c. of the money
 purchase or target benefit plan Nonstandardized Agreement to require an
 Eligible Participant to be employed on the last day of the Plan Year to
 receive an Employer Contribution under the Plan. Regardless of whether the
 Employer elects to apply a last day of employment condition under the money
 purchase or target benefit plan Agreement, in any Plan Year during which a
 money purchase or target benefit Plan is terminated, the last day of
 employment condition applies. Any unallocated forfeitures under the Plan will
 be allocated in accordance with the contribution formula designated under
 Part 4 of the Agreement to each Eligible Participant who completes at least
 one Hour of Service during the Plan Year.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Elapsed Time Method. The Employer may elect under Part 4, #15.e. of the
 Nonstandardized Agreement [Part 4B, #19.e. and Part 4C, #24.e. of the
 Nonstandardized 401(k) Agreement] to apply the allocation conditions using
 the Elapsed Time Method. Under the Elapsed Time Method, instead of requiring
 the completion of a specified number of Hours of Service, the Employer may
 require an Employee to be employed with the Employer for a specified number
 of consecutive days. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Safe harbor allocation condition.
 The Employer may elect under Part 4, #15.e.(1) of the Agreement [Part 4B,
 #19.e.(1) and/or Part 4C, #24.e.(1) of the Nonstandardized 401(k) Agreement]
 to apply the safe harbor allocation condition (as described in subsection (a)
 above) using the Elapsed Time Method. Under the safe harbor Elapsed Time
 Method, a Participant who terminates employment with less than a specified
 number of consecutive days of employment (not more than 91 days) during the
 Plan Year will not be entitled to an allocation of the designated Employer
 Contributions. The use of the safe harbor allocation condition under the
 Elapsed Time Method provides the same protection from coverage as described
 in subsection (a) above.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Service condition.
 Alternatively, the Employer may elect under Part 4, #15.e.(2) of the Nonstandardized
 Agreement [Part 4B, #19.e.(2) and/or Part 4C, #24.e.(2) of the
 Nonstandardized 401(k) Agreement] to require an Employee to complete a
 specified number of consecutive days of employment (not exceeding 182) to
 receive an allocation of the designated Employer Contributions.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Special allocation condition for Employer
 Matching Contributions under Nonstandardized 401(k) Agreement. The Employer may elect under Part 4B,
#19.f. of the
 Nonstandardized 401(k) Agreement to require as a condition for receiving an
 Employer Matching Contribution that a Participant not withdraw the underlying
 applicable contributions being matched prior to the end of the period for
 which the Employer Matching Contribution is being made. Thus, for example, if
 the Employer elects under Part 4B, #17.a. of the Nonstandardized 401(k)
 Agreement to apply the matching contribution formula on the basis of the Plan
 Year quarter, a Participant would not be entitled to an Employer Matching
 Contribution with respect to any applicable contributions contributed during
 a Plan Year quarter to the extent such applicable contributions are withdrawn
 prior to the end of the Plan Year quarter during which they are contributed.
 A Participant could take a distribution of applicable contributions that were
 contributed for a prior period without losing eligibility for a current
 Employer Matching Contribution. This subsection (d) will not prevent a
 Participant from receiving an Employer Matching Contribution merely because
 the Participant takes a loan (as permitted under Article 14) from matched
 contributions.








	
 

	
 


	



	
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(e)

	
Application to designated period. The Employer may elect under Part 4, #15.f. of the
 Nonstandardized Agreement [Part 4B, #19.g. and Part 4C, #24.f. of the
 Nonstandardized 401(k) Agreement] to apply any allocation condition(s)
 selected under the Agreement on the basis of the period designated under Part
 4, #14.a.(1) of the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C,
 #23.a.(1) of the Nonstandardized 401(k) Agreement]. If this subsection (e)
 applies to any allocation condition(s) under the Plan, the following
 procedural rules apply. (This subsection (e) does not apply to the target
 benefit plan Agreement. See subsection (3) for rules applicable to the
 Standardized Agreements.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Last day of employment requirement.
 If the Employer elects under Part 4, #15.f. of the Nonstandardized Agreement
 [Part 4B, #19.g. or Part 4C, #24.f. of the Nonstandardized 401(k) Agreement]
 to apply the allocation conditions on the basis of designated periods and the
 Employer elects to apply a last day of employment condition under Part 4,
 #15.c. of the Nonstandardized Agreement [Part 4B, #19.c. or Part 4C, #24.c. of
 the Nonstandardized 401(k) Agreement], an Eligible Participant will be
 entitled to receive an allocation of Employer Contributions for the period
 designated under Part 4, #14.a.(1) of the Nonstandardized Agreement [Part 4B,
 #17.a. or Part 4C, #23.a.(1) of the Nonstandardized 401(k) Agreement] only if
 the Eligible Participant is employed with the Employer on the last day of
 such period. If an Eligible Participant terminates employment prior to end of
 the designated period, no Employer Contribution will be allocated to that
 Eligible Participant for such period. Nothing in this subsection (1) will
 cause an Eligible Participant to lose Employer Contributions that were
 allocated for a period prior to the period in which the individual terminates
 employment.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Hours of Service condition.
 If the Employer elects to apply the allocation conditions on the basis of
 specified periods under Part 4, #15.f. of the Agreement [Part 4B, #19.g. or
 Part 4C, #24.f. of the Nonstandardized 401(k) Agreement], and elects to apply
 an Hours of Service condition under Part 4, #15.d. of the Nonstandardized
 Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the Nonstandardized 401(k)
 Agreement], an Eligible Participant will be entitled to receive an allocation
 of Employer Contributions for the period designated under Part 4, #14.a.(1)
 of the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of
 the Nonstandardized 401(k) Agreement] only if the Eligible Participant
 completes the required Hours of Service before the last day of such period.
 In applying the fractional method under subsection (i) or the
 period-by-period method under subsection (ii), an Eligible Participant who
 completes a sufficient number of Hours of Service for the Plan Year to earn a
 Year of Service under the Plan will be entitled to a full contribution for
 the Plan Year, as if the Eligible Participant satisfied the Hours of Service
 condition for each designated period. A catch-up contribution may be required
 for such Participants. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Fractional method.
 The Employer may elect under Part 4, #15.f.(1) of the Nonstandardized
 Agreement [Part 4B, #19.g.(1) or Part 4C, #24.f.(1) of the Nonstandardized
 401(k) Agreement] to apply the Hours of Service condition on the basis of
 specified period using the fractional method. Under the fractional method,
 the required Hours of Service for any period are determined by multiplying
 the Hours of Service required under Part 4, #15.d. of the Nonstandardized
 Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the Nonstandardized 401(k)
 Agreement] by a fraction, the numerator of which is the total number of
 periods completed during the Plan Year (including the current period) and the
 denominator of which is the total number of periods during the Plan Year.
 Thus, for example, if the Employer applies a 1,000 Hours of Service condition
 to receive an Employer Matching Contribution and elects to apply such
 condition on the basis of Plan Year quarters, an Eligible Participant would
 have to complete 250 Hours of Service by the end of the first Plan Year
 quarter [1/4 x 1,000], 500 Hours of Service by the end of the second Plan
 Year quarter [2/4 x 1,000], 750 Hours of Service by the end of the third Plan
 Year quarter [3/4 x 1,000] and 1,000 Hours of Service by the end of the Plan
 Year [4/4 x 1,000] to receive an allocation of the Employer Matching
 Contribution for such period. If an Eligible Participant does not complete
 the required Hours of Service for any period during the Plan Year, no
 Employer Contribution will be allocated to that Eligible Participant for such
 period. However, if an Eligible Participant completes the required Hours of
 Service under Part 4, #15.d. for the Plan Year, such Participant will receive
 a full contribution for the Plan Year as if the Participant satisfied the
 Hours of Service conditions for each period during the year. Nothing in this
 subsection (i) will cause an Eligible Participant to lose Employer
 Contributions that were allocated for a period during which the Eligible
 Participant completed the required Hours of Service for such period. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Period-by-period method.
 The Employer may elect under Part 4, #15.f.(2) of the Nonstandardized
 Agreement [Part 4B, #19.g.(2) or Part 4C, #24.f.(2) of the Nonstandardized
 401(k) Agreement] to apply the Hours of Service condition on the basis of
 specified period using the period-by-period method. Under the
 period-by-period 








	
 

	
 


	



	
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method,
 the required Hours of Service for any period are determined separately for
 such period. The Hours of Service required for any specific period are
 determined by multiplying the Hours of Service required under Part 4, #15.d.
 of the Nonstandardized Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the
 Nonstandardized 401(k) Agreement] by a fraction, the numerator of which is
 one (1) and the denominator of which is the total number of periods during
 the Plan Year. Thus, for example, if the Employer applies a 1,000 Hours of
 Service condition to receive an Employer Matching Contribution and elects to
 apply such condition on the basis of Plan Year quarters, an Eligible
 Participant would have to complete 250 Hours of Service in each Plan Year
 quarter [1/4 x 1,000] to receive an allocation of the Employer Matching
 Contribution for such period. If an Eligible Participant does not complete
 the required Hours of Service for any period during the Plan Year, no
 Employer Contribution will be allocated to that Eligible Participant for such
 period. However, if an Eligible Participant completes the required Hours of
 Service under Part 4, #15.d. for the Plan Year, such Participant will receive
 a full contribution for the Plan Year as if the Participant satisfied the Hours
 of Service conditions for each period during the year. Nothing in this
 subsection (ii) will cause an Eligible Participant to lose Employer
 Contributions that were allocated for a period during which the Eligible
 Participant completed the required Hours of Service for such period.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Safe harbor allocation condition.
 If the Employer elects to apply the allocation conditions on the basis of
 specified periods under Part 4, #15.f. of the Nonstandardized Agreement [Part
 4B, #19.g. or Part 4C, #24.f of the Nonstandardized 401(k) Agreement] and
 elects to apply the safe harbor allocation condition under Part 4, #15.b. of
 the Nonstandardized Agreement [Part 4B, #19.b. or Part 4C, #24.b. of the
 Nonstandardized 401(k) Agreement], the rules under subsection (1) above will
 apply, without regard to the rules under subsection (2) above. Thus, an
 Eligible Employee who terminates during a period designated under Part 4,
 #14.a.(1) of the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C,
 #23.a.(1) of the Nonstandardized 401(k) Agreement] will not receive an
 allocation of Employer Contributions for such period if the Eligible
 Participant has not completed the Hours of Service designated under Part 4,
 #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. or Part 4C, #24.b.
 of the Nonstandardized 401(k) Agreement]. Nothing in this subsection (3) will
 cause an Eligible Participant to lose Employer Contributions that were
 allocated for a period prior to the period in which the individual terminates
 employment. (This subsection (3) also applies if the Employer elects to apply
 the safe harbor allocation condition on the basis of specified periods under
 Part 4, #15.c. of the Standardized Agreement [Part 4B, #19.c. or Part 4C,
 #22.c. of the Standardized 401(k) Agreement].) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Elapsed Time Method.
 The election to apply the allocation conditions on the basis of specified
 periods does not apply to the extent the Elapsed Time Method applies under
 Part 4, #15.e. of the Nonstandardized Agreement [Part 4B, #19.e. or Part 4C,
 #24.e. of the Nonstandardized 401(k) Agreement]. If an Employer elects to
 apply the allocation conditions on the basis of specified periods and elects
 to apply the Elapsed Time Method, an Eligible Employee will be entitled to an
 allocation of Employer Contributions if such Eligible Participant is employed
 as of the last day of such period, without regard to the number of
 consecutive days in such period. Thus, in effect, the Elapsed Time Method
 will only apply to prevent an allocation of Employer Contributions for the
 last designated period in the Plan Year, if the Eligible Participant has not
 completed the consecutive days required under Part 4, #15.e. of the
 Nonstandardized Agreement [Part 4B, #19.e. or Part 4C, #24.e. of the
 Nonstandardized 401(k) Agreement] by the end of the Plan Year. The last day
 of employment rules subsection (1) above still may apply (to the extent
 applicable) for periods during which the Eligible Participant terminates
 employment. 


	
 

	
 

	
 

	
 

	
 


	
2.7

	
Fail-Safe Coverage Provision. If the Employer has elected to apply a last day of the
 Plan Year allocation condition and/or an Hours of Service allocation
 condition under a Nonstandardized Agreement, the Employer may elect under
 Part 13, #56 of the Nonstandardized Agreement [Part 13, #74 of the
 Nonstandardized 401(k) Agreement] to apply the Fail-Safe Coverage Provision.
 Under the Fail-Safe Coverage Provision, if the Plan fails to satisfy the
 ratio percentage coverage requirements under Code §410(b) for a Plan Year due
 to the application of a last day of the Plan Year allocation condition and/or
 an Hours of Service allocation condition, such allocation condition(s) will
 be automatically eliminated for the Plan Year for certain otherwise Eligible
 Participants, under the process described in subsections (a) through (d)
 below, until enough Eligible Participants are benefiting under the Plan so
 that the ratio percentage test of Treasury Regulation §1.410(b)-2(b)(2) is
 satisfied. 


	
 

	
 

	
 

	
 

	
 


	
 

	
If the
 Employer elects to have the Fail-Safe Coverage Provision apply, such
 provision automatically applies for any Plan Year for which the Plan does not
 satisfy the ratio percentage coverage test under Code §410(b). (Except as
 provided in the following paragraph, the Plan may not use the average
 benefits test to comply with the minimum coverage requirements if the
 Fail-Safe Coverage Provision is elected.) The Plan satisfies the ratio
 percentage test if the percentage of the Nonhighly Compensated Employees
 under the Plan is at least 70% of the percentage of the Highly








	
 

	
 


	



	
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Compensated
 Employees who benefit under the Plan. An Employee is benefiting for this
 purpose only if he/she actually receives an allocation of Employer Contributions
 or forfeitures or, if testing coverage of a 401(m) arrangement (i.e., a Plan
 that provides for Employer Matching Contributions and/or Employee After-Tax
 Contributions), the Employee would receive an allocation of Employer Matching
 Contributions by making the necessary contributions or the Employee is
 eligible to make Employee After-Tax Contributions. To determine the
 percentage of Nonhighly Compensated Employees or Highly Compensated Employees
 who are benefiting, the following Employees are excluded for purposes of
 applying the ratio percentage test: (i) Employees who have not satisfied the
 Plan’s minimum age and service conditions under Section 1.4; (ii) Nonresident
 Alien Employees; (iii) Union Employees; and (iv) Employees who terminate
 employment during the Plan Year with less than 501 Hours of Service and do
 not benefit under the Plan.


	
 

	
 

	
 


	
 

	
Under the
 Fail-Safe Coverage Provision, certain otherwise Eligible Participants who are
 not benefiting for the Plan Year as a result of a last day of the Plan Year
 allocation condition or an Hours of Service allocation condition will
 participate under the Plan based on whether such Participants are Category 1
 Employees or Category 2 Employees. Alternatively, the Employer may elect
 under Part 13, #56.b.(2) of the Nonstandardized Agreement [Part 13, #74.b.(2)
 of the Nonstandardized 401(k) Agreement] to apply the special Fail-Safe
 Coverage Provision described in (d) below which eliminates the allocation
 conditions for otherwise Eligible Participants with the lowest Included
 Compensation. If after applying the Fail-Safe Coverage Provision, the Plan
 does not satisfy the ratio percentage coverage test, the FailSafe Coverage
 Provision does not apply, and the Plan may use any other available method
 (including the average benefit test) to satisfy the minimum coverage
 requirements under Code §410(b).


	
 

	
 

	
 


	
 

	
(a)

	
Top-Heavy Plans. Unless provided otherwise under Part 13, #56.b.(1) of
 the Nonstandardized Agreement [Part 13, #74.b.(1) of the Nonstandardized
 401(k) Agreement], if the Plan is a Top-Heavy Plan, the Hours of Service
 allocation condition will be eliminated for all Non-Key Employees who are
 Nonhighly Compensated Employees, prior to applying the Fail-Safe Coverage
 Provisions under subsections (b) and (c) or (d) below. 


	
 

	
 

	
 


	
 

	
(b)

	
Category 1 Employees - Otherwise Eligible Participants (who are Nonhighly
Compensated Employees) who are still employed by the Employer on the last day
of the Plan Year but who failed to satisfy the Plan’s Hours of Service
condition. The Hours of Service allocation condition will be eliminated for
Category 1 Employees (who did not receive an allocation under the Plan due to
the Hours of Service allocation condition) beginning with the Category 1
Employee(s) credited with the most Hours of Service for the Plan Year and
continuing with the Category 1 Employee(s) with the next most Hours of
Service until the ratio percentage test is satisfied. If two or more Category
1 Employees have the same number of Hours of Service, the allocation
condition will be eliminated for those Category 1 Employees starting with the
Category 1 Employee(s) with the lowest Included Compensation. If the Plan
still fails to satisfy the ratio percentage test after all Category 1
Employees receive an allocation, the Plan proceeds to Category 2 Employees.  


	
 

	
 

	
 


	
 

	
(c)

	
Category 2 Employees - Otherwise Eligible Participants (who are Nonhighly
Compensated Employees) who terminated employment during the Plan Year with
more than 500 Hours of Service. The last day of the Plan Year allocation
condition will then be eliminated for Category 2 Employees (who did not
receive an allocation under the Plan due to the last day of the Plan Year
allocation condition) beginning with the Category 2 Employee(s) who
terminated employment closest to the last day of the Plan Year and continuing
with the Category 2 Employee(s) with a termination of employment date that is
next closest to the last day of the Plan Year until the ratio percentage test
is satisfied. If two or more Category 2 Employees terminate employment on the
same day, the allocation condition will be eliminated for those Category 2
Employees starting with the Category 2 Employee(s) with the lowest Included
Compensation.  


	
 

	
 

	
 


	
 

	
(d)

	
Special Fail-Safe Coverage Provision. Instead of applying the Fail-Safe Coverage
Provision
 based on Category I and Category 2 Employees, the Employer may elect under
 Part 13, #56.b.(2) of the Nonstandardized Agreement [Part 13, #74.b.(2) of
 the Nonstandardized 401(k) Agreement] to eliminate the allocation conditions beginning
 with the otherwise Eligible Participant(s) (who are Nonhighly Compensated
 Employees and who did not terminate employment during the Plan Year with 500
 Hours of Service or less) with the lowest Included Compensation and
 continuing with such otherwise Eligible Participants with the next lowest
 Included Compensation until the ratio percentage test is satisfied. If two or
 more otherwise Eligible Participants have the same Included Compensation, the
 allocation conditions will be eliminated for all such individuals. 


	
 

	
 

	
 


	
2.8

	
Deductible Employee Contributions. The Plan Administrator will not accept deductible
 employee contributions that are made for a taxable year beginning after
 December 31, 1986. Contributions made prior to that date will be maintained in
 a separate Account which will be nonforfeitable at all times. The Account
 will share in the gains and losses under the Plan in the same manner as
 described in Section 13.4. No part of the deductible voluntary contribution
 Account will be used to purchase life insurance. Subject to the Joint and
 Survivor Annuity requirements under Article 9 (if applicable), the
 Participant may withdraw any part of the deductible voluntary contribution
 Account by making a written application to the Plan Administrator. 








	
 

	
 


	



	
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27







ARTICLE
3

EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS


This Article
provides the rules regarding Employee After-Tax Contributions, Rollover
Contributions and transfers that may be made under this Plan. The Trustee has
the authority under Article 12 to accept Rollover Contributions under this Plan
and to enter into transfer agreements concerning the transfer of assets from
another qualified retirement plan to this Plan, if so directed by the Plan
Administrator. 


	
 

	
 


	
3.1

	
Employee After-Tax Contributions.
 The Employer may elect under Part 4D of the Nonstandardized 401(k) Agreement
 to allow Eligible Participants to make Employee After-Tax Contributions under
 the Plan. Employee After-Tax Contributions may only be made under the
 Nonstandardized 401(k) Agreement. Any Employee After-Tax Contributions made
 under this Plan are subject to the ACP Test outlined in Section 17.3.
 (Nothing under this Section precludes the holding of Employee After-Tax
 Contributions under a profit sharing plan or money purchase plan that were
 made prior to the adoption of this Prototype Plan.) 


	
 

	
 


	
 

	
The Employer
 may elect under Part 4D, #25 of the Nonstandardized 401(k) Agreement to
 impose a limit on the maximum amount of Included Compensation an Eligible
 Participant may contribute as an Employee After-Tax Contribution. The
 Employer may also elect under Part 4D, #26 of the Nonstandardized 401(k)
 Agreement to impose a minimum amount that an Eligible Participant may
 contribute to the Plan during any payroll period. 


	
 

	
 


	
 

	
Employee
 After-Tax Contributions must be held in the Participant’s Employee After-Tax
 Contribution Account, which is always 100% vested. A Participant may withdraw
 amounts from his/her Employee After-Tax Contribution Account at any time, in
 accordance with the distribution rules under Section 8.5(a), except as
 prohibited under Part 10 of the Agreement. No forfeitures will occur solely
 as a result of an Employee’s withdrawal of Employee After-Tax Contributions. 


	
 

	
 


	
3.2

	
Rollover Contributions.
 An Employee may make a Rollover Contribution to this Plan from another
 “qualified retirement plan” or from a “conduit IRA,” if the acceptance of
 rollovers is permitted under Part 12 of the Agreement or if the Plan
 Administrator adopts administrative procedures regarding the acceptance of
 Rollover Contributions. Any Rollover Contribution an Employee makes to this
 Plan will be held in the Employee’s Rollover Contribution Account, which is
 always 100% vested. A Participant may withdraw amounts from his/her Rollover
 Contribution Account at any time, in accordance with the distribution rules
 under Section 8.5(a), except as prohibited under Part 10 of the Agreement. 


	
 

	
 


	
 

	
For purposes
 of this Section 3.2, a “qualified retirement plan” is any tax qualified
 retirement plan under Code §401(a) or any other plan from which
 distributions are eligible to be rolled over into this Plan pursuant to the
 Code, regulations, or other IRS guidance. A “conduit IRA” is an IRA that
 holds only assets that have been properly rolled over to that IRA from a
 qualified retirement plan under Code §401(a). To qualify as a Rollover
 Contribution under this Section, the Rollover Contribution must be
 transferred directly from the qualified retirement plan or conduit IRA in a
 Direct Rollover or must be transferred to the Plan by the Employee within
 sixty (60) days following receipt of the amounts from the qualified plan or
 conduit IRA. 


	
 

	
 


	
 

	
If Rollover
 Contributions are permitted, an Employee may make a Rollover Contribution to
 the Plan even if the Employee is not an Eligible Participant with respect to
 any or all other contributions under the Plan, unless otherwise prohibited
 under separate administrative procedures adopted by the Plan Administrator.
 An Employee who makes a Rollover Contribution to this Plan prior to becoming
 an Eligible Participant shall be treated as a Participant only with respect
 to such Rollover Contribution Account, but shall not be treated as an
 Eligible Participant until he/she otherwise satisfies the eligibility
 conditions under the Plan. 


	
 

	
 


	
 

	
The Plan
 Administrator may refuse to accept a Rollover Contribution if the Plan
 Administrator reasonably believes the Rollover Contribution (a) is not being
 made from a proper plan or conduit IRA; (b) is not being made within sixty
 (60) days from receipt of the amounts from a qualified retirement plan or
 conduit IRA; (c) could jeopardize the tax-exempt status of the Plan; or (d)
 could create adverse tax consequences for the Plan or the Employer. Prior to
 accepting a Rollover Contribution, the Plan Administrator may require the
 Employee to provide satisfactory evidence establishing that the Rollover
 Contribution meets the requirements of this Section. 


	
 

	
 


	
 

	
The Plan
 Administrator may apply different conditions for accepting Rollover
 Contributions from qualified retirement plans and conduit IRAs. Any
 conditions on Rollover Contributions must be applied uniformly to all
 Employees under the Plan. 


	
 

	
 


	
3.3

	
Transfer of Assets.
 The Plan Administrator may direct the Trustee to accept a transfer of assets from
 another qualified retirement plan on behalf of any Employee, even if such
 Employee is not eligible to receive other contributions under the Plan. If a
 transfer of assets is made on behalf of an Employee prior to the Employee’s
 becoming an Eligible Participant, the Employee shall be treated as a
 Participant for all purposes with respect to such transferred amount. Any
 assets transferred to this Plan from another plan must be accompanied by
 written instructions designating the name of 








	
 

	
 


	


	



	
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each
 Employee for whose benefit such amounts are being transferred, the current
 value of such assets, and the sources from which such amounts are derived.
 The Plan Administrator will deposit any transferred assets in the appropriate
 Participant’s Transfer Account. The Transfer Account will contain any
 sub-Accounts necessary to separately track the sources of the transferred
 assets. Each sub-Account will be treated in the same manner as the
 corresponding Plan Account. 


	
 

	
 

	
 


	
 

	
The Plan
 Administrator may direct the Trustee to accept a transfer of assets from
 another qualified plan of the Employer in order to comply with the qualified
 replacement plan requirements under Code §4980(d) (relating to the excise tax
 on reversions from a qualified plan) without affecting the status of this
 Plan as a Prototype Plan. A transfer made pursuant to Code §4980(d) will be
 allocated as Employer Contributions either in the Plan Year in which the
 transfer occurs, or over a period of Plan Years (not exceeding the maximum
 period permitted under Code §4980(d)), as provided in the applicable transfer
 agreement. To the extent a transfer described in this paragraph is not
 totally allocable in the Plan Year in which the transfer occurs, the portion
 which is not allocable will be credited to a suspense account until allocated
 in accordance with the transfer agreement. 


	
 

	
 

	
 


	
 

	
The Plan
 Administrator may refuse to accept a transfer of assets if the Plan
 Administrator reasonably believes the transfer (a) is not being made from a
 proper qualified plan; (b) could jeopardize the tax-exempt status of the
 Plan; or (c) could create adverse tax consequences for the Plan or the
 Employer. Prior to accepting a transfer of assets, the Plan Administrator may
 require evidence documenting that the transfer of assets meets the
 requirements of this Section. The Trustee will have no responsibility to
 determine whether the transfer of assets meets the requirements of this
 Section; to verify the correctness of the amount and type of assets being
 transferred to the Plan; or to perform any due diligence review with respect
 to such transfer. 


	
 

	
 

	
 


	
 

	
(a)

	
Protection of Protected Benefits. Except in the case of a Qualified Transfer (as
defined
 in subsection (d) below), a transfer of assets is initiated at the Plan level
 and does not require Participant or spousal consent. If the Plan
 Administrator directs the Trustee to accept a transfer of assets to this
 Plan, the Participant on whose behalf the transfer is made retains all
 Protected Benefits that applied to such transferred assets under the
 transferor plan. 


	
 

	
 

	
 


	
 

	
(b)

	
Transferee plan.
 Except in the case of a Qualified Transfer (as defined in subsection (d)), if
 the Plan Administrator directs the Trustee to accept a transfer of assets
 from another plan which is subject to the Joint and Survivor Annuity
 requirements under Code §401(a)(11), the amounts so transferred continue to
 be subject to such requirements, as provided in Article 9. If this Plan is not
 otherwise subject to the Qualified Joint and Survivor Annuity requirements
 (as determined under Part 11, #41.a. of the Agreement [Part 11, #59.a. of the
 401(k) Agreement]), the Qualified Joint and Survivor Annuity requirements
 apply only to the amounts under the Transfer Account which are attributable
 to the amounts which were subject to the Qualified Joint and Survivor Annuity
 requirements under the transferor plan. The Employer may override this
 default rule by checking Part 11, #41.b. of the Agreement [Part 11, #59.b. of
 the 401(k) Agreement] thereby subjecting the entire Plan to the Qualified
 Joint and Survivor Annuity Requirements. 


	
 

	
 

	
 


	
 

	
(c)

	
Transfers from a Defined Benefit Plan, money purchase plan or 401(k)
 plan. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Defined Benefit Plan. The Plan Administrator
 will not direct the Trustee to accept a transfer of assets from a Defined
 Benefit Plan unless such transfer qualifies as a Qualified Transfer (as
 defined in subsection (d) below) or the assets transferred from the Defined
 Benefit Plan are in the form of paid-up annuity contracts which protect all
 the Participant’s Protected Benefits under the Defined Benefit Plan.
 (However, see the special rule under the second paragraph of Section 3.3
 above regarding transfers authorized under Code §4980(d).) 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Money purchase plan. If this Plan is a
 profit sharing plan or a 401(k) plan and the Plan Administrator directs the
 Trustee to accept a transfer of assets from a money purchase plan (other than
 as a Qualified Transfer as defined in subsection (d) below), the amounts
 transferred (and any gains attributable to such transferred amounts) continue
 to be subject to the distribution restrictions applicable to money purchase
 plan assets under the transferor plan. Such amounts may not be distributed
 for reasons other than death, disability, attainment of Normal Retirement
 Age, or termination of employment, regardless of any distribution provisions
 under this Plan that would otherwise permit a distribution prior to such
 events. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
401(k) Plan. If the Plan Administrator
 directs the Trustee to accept a transfer of Section 401(k) Deferrals, QMACs,
 QNECs, or Safe Harbor Contributions from a 401(k) plan, such amounts retain
 their character under this Plan and such amounts (including any allocable
 gains or losses) remain subject to the distribution restrictions applicable
 to such amounts under the Code. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Qualified Transfer.
 The Plan may eliminate certain Protected Benefits (as provided under
 subsection (3) below) related to plan assets that are received in a Qualified
 Transfer from another plan. A Qualified Transfer 








	
 

	
 


	


	



	
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is a
 plan-to-plan transfer of a Participant’s benefits that meets the requirements
 under subsection (1) or (2) below.


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Elective transfer. A plan-to-plan transfer
 of a Participant’s benefits from another qualified plans is a Qualified
 Transfer if such transfer satisfies the following requirements.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i) 

	
The Participant
 must have the right to receive an immediate distribution of his/her benefits
 under the transferor plan at the time of the Qualified Transfer. For
 transfers that occur on or after January 1, 2002, the Participant must not be
 eligible at the time of the Qualified Transfer to take an immediate
 distribution of his/her entire benefit in a form that would be entirely
 eligible for a Direct Rollover.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii) 

	
The
 Participant on whose behalf benefits are being transferred must make a
 voluntary, fully informed election to transfer his/her benefits to this Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii) 

	
The
 Participant must be provided an opportunity to retain the Protected Benefits
 under the transferor plan. This requirement is satisfied if the Participant
 is given the option to receive an annuity that protects all Protected
 Benefits under the transferor plan or the option of leaving his/her benefits
 in the transferor plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv) 

	
The
 Participant’s spouse must consent to the Qualified Transfer if the transferor
 plan is subject to the Joint and Survivor Annuity requirements under Article
 9. The spouse’s consent must satisfy the requirements for a Qualified
 Election under Section 9.4(d).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v) 

	
The amount
 transferred (along with any contemporaneous Direct Rollover) must not be less
 than the value of the Participant’s vested benefit under the transferor plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vi) 

	
The
 Participant must be fully vested in the transferred benefit.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Transfer upon specified events. For
 transfers that occur on or after September 6, 2000, a plan-to-plan transfer
 of a Participant’s entire benefit (other than amounts the Plan accepts as a
 Direct Rollover) from another Defined Contribution Plan that is made in
 connection with an asset or stock acquisition, merger, or other similar
 transaction involving a change in the Employer or is made in connection with
 a Participant’s change in employment status that causes the Participant to
 become ineligible for additional allocations under the transferor plan, is a
 Qualified Transfer if such transfer satisfies the following requirements:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i) 

	
The
 Participant need not be eligible for an immediate distribution of his/her
 benefits under the transferor plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii) 

	
The
 Participant on whose behalf benefits are being transferred must make a
 voluntary, fully informed election to transfer his/her benefits to this Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii) 

	
The
 Participant must be provided an opportunity to retain the Protected Benefits
 under the transferor plan. This requirement is satisfied if the Participant
 is given the option to receive an annuity that protects all Protected
 Benefits under the transferor plan or the option of leaving his/her benefits
 in the transferor plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv) 

	
The benefits
 must be transferred between plans of the same type. To satisfy this
 requirement, the transfer must satisfy the following requirements.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A) 

	
To accept a
 Qualified Transfer under this subsection (2) from a money purchase plan, this
 Plan also must be a money purchase plan.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B) 

	
To accept a
 Qualified Transfer under this subsection (2) from a 401(k) plan, this Plan
 also must be a 401(k) plan.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C) 

	
To accept a
 Qualified Transfer under this subsection (2) from a profit sharing plan, this
 Plan may be any type of Defined Contribution Plan.








	
 

	
 


	


	



	
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(3)

	
Treatment of Qualified Transfer.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Rollover Contribution Account. If the Plan
 Administrator directs the Trustee to accept on behalf of a Participant a
 transfer of assets that qualifies as a Qualified Transfer, the Plan
 Administrator will treat such amounts as a Rollover Contribution and will
 deposit such amounts in the Participant’s Rollover Contribution Account. A
 Qualified Transfer may include benefits derived from Employee After-Tax
 Contributions.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Elimination of Protected Benefits. If the
 Plan accepts a Qualified Transfer, the Plan does not have to protect any
 Protected Benefits derived from the transferor plan. However, if the Plan
 accepts a Qualified Transfer that meets the requirements for a transfer under
 subsection (2) above, the Plan must continue to protect the QJSA benefit if
 the transferor plan is subject to the QJSA requirements.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(e)

	
Trustee’s right to refuse transfer.
 If the assets to be transferred to the Plan under this Section 3.3 are not
 susceptible to proper valuation and identification or are of such a nature
 that their valuation is incompatible with other Plan assets, the Trustee may
 refuse to accept the transfer of all or any specific asset, or may condition
 acceptance of the assets on the sale or disposition of any specific asset.








	
 

	
 


	


	



	
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31






ARTICLE
4

PARTICIPANT VESTING


This Article
contains the rules for determining the vested (nonforfeitable) amount of a
Participant’s Account Balance under the Plan. Part 6 of the Agreement contains
specific elections for applying these vesting rules. Part 7 of the Agreement contains
special service crediting elections to override the default provisions under
this Article. 


	
 

	
 

	
 


	
4.1

	
In General. A
 Participant’s vested interest in his/her Employer Contribution Account and
 Employer Matching Contribution Account is determined based on the vesting
 schedule elected in Part 6 of the Agreement. A Participant is always fully
 vested in his/her Section 401(k) Deferral Account, Employee After-Tax
 Contribution Account, QNEC Account, QMAC Account, Safe Harbor Nonelective
 Contribution Account, Safe Harbor Matching Contribution Account, and Rollover
 Contribution Account.


	
 

	
 

	
 


	
 

	
(a)

	
Attainment of Normal Retirement Age. Regardless of the Plan’s vesting schedule, a
 Participant’s right to his/her Account Balance is fully vested upon the date
 he/she attains Normal Retirement Age, provided the Participant is an Employee
 on or after such date. 


	
 

	
 

	
 


	
 

	
(b)

	
Vesting upon death, becoming Disabled, or attainment of Early
 Retirement Age. If elected by
 the Employer in Part 6, #21 of the Agreement [Part 6, #39 of the 401(k)
 Agreement], a Participant will become fully vested in his/her Account Balance
 if the Participant dies, becomes Disabled, or attains Early Retirement Age
 while employed by the Employer. 


	
 

	
 

	
 


	
 

	
(c)

	
Addition of Employer Nonelective Contribution or
 Employer Matching Contribution. If the Plan is a
 Safe Harbor 401(k) Plan as defined in Section 17.6, all amounts allocated to
 the Participant’s Safe Harbor Nonelective Contribution Account and/or Safe
 Harbor Matching Contribution Account are always 100% vested. If a Safe Harbor
 401(k) Plan is amended to add a regular Employer Nonelective Contribution or
 Employer Matching Contribution, a Participant’s vested interest in such
 amounts is determined in accordance with the vesting schedule selected under
 Part 6 of the Agreement. The addition of a vesting schedule under Part 6 for
 such contributions is not considered an amendment of the vesting schedule
 under Section 4.7 below merely because the Participant was fully vested in
 his/her Safe Harbor Nonelective Contribution Account or Safe Harbor Matching
 Contribution Account. 


	
 

	
 

	
 


	
 

	
(d)

	
Vesting upon merger, consolidation or transfer. No accelerated vesting will be
required solely because a
 Defined Contribution Plan is merged with another Defined Contribution Plan, or
 because assets are transferred from a Defined Contribution Plan to another
 Defined Contribution Plan. Thus, for example, Participants will not
 automatically become 100% vested in their Employer Contribution Account(s)
 solely on account of a merger of a money purchase plan with a profit sharing
 or 401(k) Plan or a transfer of assets between such Plans. (See Section 18.3
 for the benefits that must be protected as a result of a merger,
 consolidation or transfer.) 


	
 

	
 

	
 


	
4.2

	
Vesting Schedules.
 The Plan’s vesting schedule will determine an Employee’s vested percentage in
 his/her Employer Contribution Account and/or Employer Matching Contribution
 Account. The vested portion of a Participant’s Employer Contribution Account
 and/or Employer Matching Contribution Account is determined by multiplying
 the Participant’s vesting percentage determined under the applicable vesting
 schedule by the total amount under the applicable Account. 


	
 

	
 

	
 


	
 

	
The Employer
 must elect a normal vesting schedule and a Top-Heavy Plan vesting schedule
 under Part 6 of the Agreement. The Top-Heavy Plan vesting schedule will apply
 for any Plan Year in which the plan is a Top-Heavy Plan. If this Plan is a
 401(k) plan, the Employer must elect a normal and Top-Heavy Plan vesting
 schedule for both Employer Nonelective Contributions and Employer Matching
 Contributions, but only to the extent such contributions are authorized under
 Part 4B and/or Part 4C of the 401(k) Agreement. 


	
 

	
 

	
 


	
 

	
The Employer
 may choose any of the following vesting schedules as the normal vesting
 schedule under Part 6 of the Agreement. For the Top-Heavy Plan vesting, the
 Employer may only choose the full and immediate, 6-year graded, 3-year cliff,
 or modified vesting schedule, as described below. 


	
 

	
 

	
 


	
 

	
(a)

	
Full and immediate vesting schedule.
 Under the full and immediate vesting schedule, the Participant is always 100%
 vested in his/her Account Balance. 








	
 

	
 


	


	



	
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(b)

	
7-year graded vesting schedule. Under the 7-year graded vesting schedule, an Employee
 vests in his/her Employer Contribution Account and/or Employer Matching
 Contribution Account in the following manner: 


	
 

	
 

	
 


	
 

	
 

	
After 3
 Years of Service – 20% vesting 


	
 

	
 

	
After 4
 Years of Service – 40% vesting 


	
 

	
 

	
After 5
 Years of Service – 60% vesting 


	
 

	
 

	
After 6
 Years of Service – 80% vesting 


	
 

	
 

	
After 7
 Years of Service – 100% vesting 


	
 

	
 

	
 


	
 

	
(c)

	
6-year graded vesting schedule. Under the 6-year graded vesting schedule, an Employee
 vests in his/her Employer Contribution Account and/or Employer Matching
 Contribution Account in the following manner: 


	
 

	
 

	
 


	
 

	
 

	
After 2
 Years of Service – 20% vesting 


	
 

	
 

	
After 3
 Years of Service – 40% vesting 


	
 

	
 

	
After 4
 Years of Service – 60% vesting 


	
 

	
 

	
After 5
 Years of Service – 80% vesting 


	
 

	
 

	
After 6
 Years of Service – 100% vesting 


	
 

	
 

	
 


	
 

	
(d)

	
5-year cliff vesting schedule. Under the 5-year cliff vesting schedule, an Employee is
 100% vested after 5 Years of Service. Prior to the fifth Year of Service, the
 vesting percentage is zero. 


	
 

	
 

	
 


	
 

	
(e)

	
3-year cliff vesting schedule. Under the 3-year cliff vesting schedule, an Employee is
 100% vested after 3 Years of Service. Prior to the third Year of Service, the
 vesting percentage is zero. 


	
 

	
 

	
 


	
 

	
(f)

	
Modified vesting schedule.
 For the normal vesting schedule, the Employer may elect a modified vesting
 schedule under which the vesting percentage for each Year of Service is not
 less than the percentage that would be required for each Year of Service
 under the 7-year graded vesting schedule, unless 100% vesting occurs after no
 more than 5 Years of Service. For the Top-Heavy Plan vesting schedule, the
 Employer may elect a modified vesting schedule under which the vesting
 percentage for each Year of Service is not less than the percentage that would
 be required for each Year of Service under the 6-year graded vesting
 schedule, unless 100% vesting occurs after no more than 3 Years of Service. 


	
 

	
 

	
 


	
4.3

	
Shift to/from Top-Heavy Vesting Schedule. For a Plan Year in which the Plan is a
Top-Heavy Plan,
 the Plan automatically shifts to the Top-Heavy Plan vesting schedule. Once a
 Plan uses a Top-Heavy Plan vesting schedule, that schedule will continue to
 apply for all subsequent Plan Years. The Employer may override this default
 provision under Part 6, #22 of the Nonstandardized Agreement [Part 6, #40 of
 the Nonstandardized 401(k) Agreement]. The rules under Section 4.7 will
 apply when a Plan shifts to or from a Top-Heavy Plan vesting schedule. 


	
 

	
 

	
 


	
4.4

	
Vesting Computation Period.
 For purposes of computing a Participant’s vested interest in his/her Employer
 Contribution Account and/or Employer Matching Contribution Account, an
 Employee’s Vesting Computation Period is the 12-month period measured on a
 Plan Year basis, unless the Employer elects under Part 7, #26 of the
 Agreement [Part 7, #44 of the 401(k) Agreement] to measure Vesting
 Computation Periods using Anniversary Years. The Employer may designate an
 alternative 12-month period under Part 7, #26.b. of the Nonstandardized
 Agreement [Part 7, #44.b. of the Nonstandardized 401(k) Agreement]. Any
 Vesting Computation Period designated under Part 7, #26.b. or #44.1., as
 applicable, must be a 12-consecutive month period and must apply uniformly to
 all Participants. 


	
 

	
 

	
 


	
 

	
(a)

	
Anniversary Years. If
 the Employer elects to measure Vesting Computation Periods using Anniversary
 Years, the Vesting Computation Period is the 12-month period commencing on
 the Employee’s Employment Commencement Date (or Reemployment Commencement
 Date) and each subsequent 12-month period commencing on the anniversary of
 such date. 


	
 

	
 

	
 


	
 

	
(b)

	
Measurement on same Vesting Computation Period. The Plan will measure Years of Service
and Breaks in
 Service (if applicable) for purposes of vesting on the same Vesting
 Computation Period. 


	
 

	
 

	
 


	
4.5

	
Crediting Years of Service for Vesting Purposes. Unless the Employer elects otherwise
under Part 7, #25
 of the Agreement [Part 7, #43 of the 401(k) Agreement], an Employee will
 earn one Year of Service for purposes of applying the vesting rules if the Employee
 completes 1,000 Hours of Service with the Employer during a Vesting
 Computation Period. An Employee will receive credit for a Year of Service as
 of the end of the Vesting Computation Period, if the Employee completes the
 required Hours of Service during such period, even if the Employee is not
 employed for the entire period. 


	
 

	
 

	
 


	
 

	
(a)

	
Calculating Hours of Service. In calculating an Employee’s Hours of Service for
 purposes of applying the vesting rules under this Article, the Employer will
 use the Actual Hours Crediting Method, unless the Employer elects otherwise
 under Part 7, #25 of the Agreement [Part 7, #43 of the 401(k) Agreement].
 (See Article 6 of this Plan for a description of the alternative service
 crediting methods.) 








	
 

	
 


	


	



	
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(b)

	
Excluded service.
 Unless the Employer elects to exclude certain service with the Employer under
 Part 6, #20 of the Agreement [Part 6, #38 of the 401(k) Agreement], all
 service with the Employer is counted for vesting purposes. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Service before the Effective Date of the Plan.
 Under Part 6, #20.a. of the Agreement [Part 6, #38.a. of the 401(k)
 Agreement], the Employer may elect to exclude service during any period for
 which the Employer did not maintain the Plan or a Predecessor Plan. For this
 purpose, a Predecessor Plan is a qualified plan maintained by the Employer
 that is terminated within the 5-year period immediately preceding or
 following the establishment of this Plan. A Participant’s service under a
 Predecessor Plan must be counted for purposes of determining the
 Participant’s vested percentage under this Plan. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Service before a certain age. Under Part 6,
 #20.b. of the Agreement [Part 6, #38.b.of the 401(k) Agreement], the Employer
 may elect to exclude service before an Employee attains a certain age. For
 this purpose, the Employer may not designate an age greater than 18. An
 Employee will be credited with a Year of Service for the Vesting Computation Period
 during which the Employee attains the requisite age, provided the Employee
 satisfies all other conditions required for a Year of Service. 


	
 

	
 

	
 

	
 


	
4.6

	
Vesting Break in Service Rules. Except as provided under Section 4.5(b), in determining
 a Participant’s vested percentage, a Participant is credited with all Years
 of Service earned with the Employer, subject to the following Break in
 Service rules. In applying these Break in Service rules, Years of Service and
 Breaks in Service (as defined in Section 22.27) are measured on the same
 Vesting Computation Period as defined in Section 4.4 above. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
One-year holdout Break in Service. The one-year holdout Break in Service rule will not
 apply unless the Employer specifically elects in Part 7, #27.b. of the
 Nonstandardized Agreement [Part 7, #45.b. of the Nonstandardized 401(k)
 Agreement] to have it apply. If the one-year holdout Break in Service rule is
 elected, an Employee who has a one-year Break in Service will not be credited
 for vesting purposes with any Years of Service earned before such one-year
 Break in Service until the Employee has completed a Year of Service after the
 one-year Break in Service. The one-year holdout rule does not apply under the
 Standardized Agreement. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Five-Year Forfeiture Break in Service.
 In the case of a Participant who has five (5) consecutive one-year Breaks in
 Service, all Years of Service after such Breaks in Service will be
 disregarded for the purpose of vesting in the portion of the Participant’s
 Employer Contribution Account and/or Employer Matching Contribution Account
 that accrued before such Breaks in Service, but both pre-break and post-break
 service will count for purposes of vesting in the portion of such Accounts
 that accrues after such breaks. The Participant will forfeit the nonvested
 portion of his/her Employer Contribution Account and/or Employer Matching
 Contribution Account accrued prior to incurring five consecutive Breaks in
 Service, in accordance with Section 5.3(b). 


	
 

	
 

	
 

	
 


	
 

	
 

	
In the case
 of a Participant who does not have five consecutive one-year Breaks in
 Service, all Years of Service will count in vesting both the pre-break and
 post-break Account Balance derived from Employer Contributions. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Rule of Parity Break in Service. This Break in Service rule applies only to
Participants
 who are totally nonvested (i.e., 0% vested) in their Employer Contribution
 Account and Employer Matching Contribution Account. If an Employee is vested
 in any portion of his/her Employer Contribution Account or Employer Matching
 Contribution Account, the Rule of Parity does not apply. Under this Break in
 Service rule, if a nonvested Participant incurs a period of consecutive
 one-year Breaks in Service which equals or exceeds the greater of five (5) or
 the Participant’s aggregate number of Years of Service with the Employer, all
 service earned prior to the consecutive Break in Service period will be
 disregarded and the Participant will be treated as a new Employee for
 purposes of determining vesting under the Plan. The Employer may elect under
 Part 7, #27.a. of the Agreement [Part 7, #45.a. of the 401(k) Agreement] not
 to apply the Rule of parity Break in Service rule. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Previous application of the Rule of Parity Break in Service rule.
 In determining a Participant’s aggregate Years of Service for purposes of
 applying the Rule of Parity Break in Service rule, any Years of Service
 otherwise disregarded under a previous application of this rule are not
 counted. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Application to the 401(k) Agreement. The
 Rule of Parity Break in Service rule applies only to determine the
 individual’s vesting rights with respect to his/her Employer Contribution
 Account and Employer Matching Contribution Account. In determining whether a
 Participant is totally nonvested for purposes of applying the Rule of Parity
 Break in Service rule, the Participant’s Section 401(k) Deferral Account,
 Employee After-Tax Contribution Account, QMAC Account, 








	
 

	
 


	


	



	
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QNEC
 Account, Safe Harbor Nonelective Contribution Account, Safe Harbor Matching
 Contribution Account, and Rollover Contribution Account are disregarded.


	
 

	
 

	
 

	
 


	
4.7

	
Amendment of Vesting Schedule. If the Plan’s vesting schedule is amended (or is
deemed
 amended by an automatic change to or from a Top-Heavy Plan vesting schedule),
 each Participant with at least three (3) Years of Service with the Employer,
 as of the end of the election period described in the following paragraph,
 may elect to have his/her vested interest computed under the Plan without
 regard to such amendment or change. For this purpose, a Plan amendment, which
 in any way directly or indirectly affects the computation of the
 Participant’s vested interest, is considered an amendment to the vesting
 schedule. However, the new vesting schedule will apply automatically to an
 Employee, and no election will be provided, if the new vesting schedule is at
 least as favorable to such Employee, in all circumstances, as the prior
 vesting schedule.


	
 

	
 


	
 

	
The period
 during which the election may be made shall commence with the date the
 amendment is adopted or is deemed to be made and shall end on the latest of:


	
 

	
 

	
 

	
 


	
 

	
(a) 

	
60 days
 after the amendment is adopted;


	
 

	
 

	
 

	
 


	
 

	
(b) 

	
60 days
 after the amendment becomes effective; or


	
 

	
 

	
 


	
 

	
(c) 

	
60 days
 after the Participant is issued written notice of the amendment by the
 Employer or Plan Administrator.


	
 

	
 

	
 

	
 


	
 

	
Furthermore,
 if the vesting schedule of the Plan is amended, in the case of an Employee
 who is a Participant as of the later of the date such amendment is adopted or
 effective, the vested percentage of such Employee’s Account Balance derived
 from Employer Contributions (determined as of such date) will not be less
 than the percentage computed under the Plan without regard to such amendment.


	
 

	
 

	
 

	
 


	
4.8

	
Special Vesting Rule - In-Service Distribution When Account Balance
 Less than 100% Vested. If
 amounts are distributed from a Participant’s Employer Contribution Account or
 Employer Matching Contribution account at a time when the Participant’s
 vested percentage in such amounts is less than 100% and the Participant may
 increase the vested percentage in the Account Balance:


	
 

	
 

	
 

	
 


	
 

	
(a) 

	
A separate
 Account will be established for the Participant’s interest in the Plan as of
 the time of the distribution, and


	
 

	
 

	
 

	
 


	
 

	
(b) 

	
At any
 relevant time the Participant’s vested portion of the separate Account will
 be equal to an amount (“X”) determined by the formula:


	
 

	
 

	
 

	
 


	
 

	
 

	
X = P (AB +
 D) - D


	
 

	
 

	
 

	
 


	
 

	
 

	
Where:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
P is the vested
 percentage at the relevant time;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
AB is the
 Account Balance at the relevant time; and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
D is the
 amount of the distribution.








	
 

	
 


	


	



	
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ARTICLE 5

FORFEITURES


This Article
contains the rules relating to the timing and disposition of forfeitures of the
nonvested portion of a Participant’s Account Balance. Part 8 of the Agreement
provides elections on the allocation of forfeitures. The rules for determining
the vested portion of a Participant’s Account Balance are contained in Article
4 of this BPD. 


	
 

	
 

	
 

	
 

	
 

	
 


	
5.1

	
In General. The Plan
 Administrator has the responsibility to determine the amount of a
 Participant’s forfeiture based on the application of the vesting provisions
 of Article 4. Until an amount is forfeited pursuant to this Article,
 nonvested amounts will be held in the Account of the Participant and will
 share in gains and losses of the Trust (as determined under Article 13). 


	
 

	
 


	
5.2

	
Timing of forfeiture.
 The forfeiture of all or a portion of a Participant’s nonvested Account
 Balance occurs upon any of the events listed below: 


	
 

	
 


	
 

	
(a)

	
Cash-Out Distribution.
 The date the Participant receives a total Cash-Out Distribution as defined in
 Section 5.3(a). 


	
 

	
 

	
 


	
 

	
(b)

	
Five-Year Forfeiture Break in Service.
 The last day of the Vesting Computation Period in which the Participant
 incurs a Five-Year Forfeiture Break in Service as defined in Section 5.3(b). 


	
 

	
 

	
 


	
 

	
(c)

	
Lost Participant or Beneficiary.
 The date the Plan Administrator determines that a Participant or Beneficiary
 cannot be located to receive a distribution from the Plan. See Section
 5.3(c). 


	
 

	
 

	
 


	
 

	
(d)

	
Forfeiture of Employer Matching Contributions.
 With respect to Employer Matching Contributions under a 401(k) plan, the date
 a distribution is made as described in Section 5.3(d). 


	
 

	
 

	
 


	
5.3

	
Forfeiture Events. 


	
 

	
 

	
 


	
 

	
(a)

	
Cash-Out Distribution.
 If a Participant receives a total distribution upon termination of his/her
 participation in the Plan (a “Cash-Out Distribution”), the nonvested portion
 (if any) of the Participant’s Account Balance is forfeited in accordance with
 the provisions of this Article. If a Participant has his/her nonvested
 Account Balance forfeited as a result of a Cash-Out Distribution, such
 Participant must be given the right to “buy-back” the forfeited benefit, as
 provided in subsection (2) below. (See Article 8 for the rules regarding the
 availability and timing of Plan distributions and the consent requirements
 applicable to such distributions.) 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Amount of forfeiture. The Cash-Out
 Distribution rules under this subsection (a) apply only if the Participant is
 less than 100% vested in his/her Employer Contribution Account and/or
 Employer Matching Contribution Account. If the Participant is 100% vested in
 his/her entire Account Balance, no forfeiture of benefits will occur solely
 as a result of the Cash-Out Distribution. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Total Cash-Out Distribution. If a
 Participant receives a Cash-Out Distribution of his/her entire vested Account
 Balance, the Participant will immediately forfeit the entire nonvested
 portion of his/her Account Balance, as of the date of the distribution (as
 determined under subsection (A) or (B) below, whichever applies). The
 forfeited amounts will be used in the manner designated under Part 8 of the
 Agreement. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
No further allocations. If the terminated
 Participant is not entitled to any further allocations under the Plan for the
 Plan Year in which the Participant terminates employment, the Cash-Out
 Distribution occurs on the day the Participant receives a distribution of
 his/her entire vested Account Balance. The Participant’s nonvested benefit is
 immediately forfeited on such date, in accordance with the provisions under Section
 5.5. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Additional allocations. If the terminated
 Participant is entitled to an additional allocation under the Plan for the
 Plan Year in which the Participant terminates employment, a Cash-Out
 Distribution is deemed to occur when the Participant receives a distribution
 of his/her entire vested Account Balance, including any amounts that are
 still to be allocated under the Plan. Thus, a Participant who is entitled to
 an additional allocation under the Plan will not have a total Cash-Out
 Distribution until such additional amounts are distributed, regardless of
 whether the Participant takes a complete distribution of his/her vested
 Account Balance before receiving the additional allocation. 








	
 

	
 


	


	



	
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(C)

	
Modification of default cash-out rules. The
 Employer may override the default cash-out rules under subsections (A) and
 (B) above by electing under Part 8, #32 of the Agreement [Part 8, #50 of the
 401(k) Agreement] to have the Cash-Out Distribution and related forfeiture
 occur immediately upon a distribution of the terminated Participant’s entire
 vested Account Balance, without regard to whether the Participant is entitled
 to an additional allocation under the Plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Deemed Cash-Out Distribution. If a
 Participant terminates employment with the Employer with a vested Account
 Balance of zero in his/her Employer Contribution Account and/or Employer
 Matching Contribution Account, the Participant is treated as receiving a
 “deemed” Cash-Out Distribution from the Plan. Upon a deemed Cash-Out, the
 nonvested portion of the Participant’s Account Balance will be forfeited in
 accordance with subsection (A) or (B) below. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
No further allocations. If the Participant
 is not entitled to any further allocations under the Plan for the Plan Year
 in which the Participant terminates employment, the deemed Cash-Out
 Distribution is deemed to occur on the day the employment terminates. The
 Participant’s nonvested benefit is immediately forfeited on such date, in
 accordance with the provisions under Section 5.5. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Additional allocations. If the Participant
 is entitled to an additional allocation under the Plan for the Plan Year in
 which the Participant terminates employment, the deemed Cash-Out Distribution
 is deemed to occur on the first day of the Plan Year following the Plan Year
 in which the termination occurs. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
Modification of default cash-out rules. The
 Employer may override the default cash-out rules under subsections (A) and
 (B) above by electing under Part 8, #32 of the Agreement [Part 8, #50 of the
 401(k) Agreement] to have the deemed Cash-Out Distribution and related
 forfeiture occur immediately upon a distribution of the terminated
 Participant’s entire vested Account Balance, without regard to whether the
 Participant is entitled to an additional allocation under the Plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Other distributions. If the Participant
 receives a distribution of less than the entire vested portion of his/her
 Employer Contribution Account and Employer Matching Contribution Account
 (including any additional amounts to be allocated under subsection (i)(B)
 above), the total Cash-Out Distribution rule under subsection (i) above does
 not apply until the Participant receives a distribution of the remainder of
 the vested portion of his/her Account Balance. Until the Participant receives
 a distribution of the remainder of the vested portion of his/her Account
 Balance, the special vesting rule described in Section 4.8 applies to
 determine the vested percentage of the Participant’s Employer Contribution
 Account and Employer Matching Account (as applicable). The nonvested portion
 of such accounts will not be forfeited until the earlier of: (A) the
 occurrence of a Five-Year Forfeiture Break in Service described in Section
 5.3(b) or (B) the date the Participant receives a total Cash-Out Distribution
 of the remaining vested portion of his/her Account Balance. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Buy-back/restoration. If a Participant
 receives (or is deemed to receive) a Cash-Out Distribution that results in a
 forfeiture under subsection (1) above, and the Participant subsequently
 resumes employment covered under this Plan, the Participant may “buy-back”
 the forfeited portion of his/her Account(s) by repaying to the Plan the full
 amount of the Cash-Out Distribution from such Account(s).


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Buy-back opportunity. A Participant may
 buy-back the portion of his/her benefit that is forfeited as a result of a
 Cash-Out Distribution (or a deemed Cash-Out Distribution) by repaying the
 amount of such Cash-Out Distribution to the Plan before the earlier of: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
five (5)
 years after the first date on which the Participant is subsequently
 re-employed by the Employer, or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
the date a
 Five-Year Forfeiture Break in Service occurs (as defined in Section 5.3(b)). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If a
 Participant receives a deemed Cash-Out Distribution pursuant to subsection
 (1)(ii) above, and the Participant resumes employment covered under this Plan
 before the date








	
 

	
 


	


	



	
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the Participant
 incurs a Five-Year Forfeiture Break in Service, the Participant is deemed to
 have repaid the Cash-Out Distribution immediately upon his/her reemployment.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
To receive a
 restoration of the forfeited portion of his/her Employer Contribution Account
 and/or Employer Matching Contribution Account, a Participant must repay the
 entire Cash-Out Distribution that was made from the Participant’s Employer
 Contribution Account and Employer Matching Contribution Account, unadjusted
 for any interest that might have accrued on such amounts after the
 distribution date. For this purpose, the Cash-Out Distribution is the total
 value of the Participant’s vested Employer Contribution Account and Employer
 Matching Contribution Account that is distributed at any time following the
 Participant’s termination of employment. If a Participant also received a
 distribution from other Accounts, the Participant need not repay such amounts
 to have the forfeited portion of his/her Employer Contribution Account and/or
 Employer Matching Contribution Account restored.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Restoration of forfeited benefit. Upon a Participant’s
 proper repayment of a Cash-Out Distribution in accordance with subsection (i)
 above, the forfeited portion of the Participant’s Employer Contribution
 Account and Employer Matching Contribution Account (as applicable) will be
 restored, unadjusted for any gains or losses on such amount. For this
 purpose, a Participant who received a deemed Cash-Out Distribution is
 automatically treated as having made a proper repayment and his/her forfeited
 benefit will be restored in accordance with this subsection (ii) if the
 Participant returns to employment with the Employer prior to incurring a
 Five-Year Forfeiture Break in Service. A Participant is not entitled to
 restoration under this subsection (ii) if the Participant returns to
 employment after incurring a Five-Year Forfeiture Break in Service. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
The
 forfeited portion of the Participant’s Account(s) will be restored no later
 than the end of the Plan Year following the Plan Year in which the
 Participant repays the Cash-Out Distribution in accordance with subsection
 (i) above. Although the Plan Administrator may permit a Participant to make a
 partial repayment of a Cash-Out Distribution, no portion of the Participant’s
 forfeited benefit will be restored until the Participant repays the entire
 Cash-Out Distribution in accordance with subsection (i) above. If a
 Participant received a deemed Cash-Out Distribution, the Participant’s
 forfeited benefit will be restored no later than the end of the Plan Year
 following the Plan Year in which the Participant returns to employment with
 the Employer. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If a
 Participant’s forfeited benefit is required to be restored under this
 subsection (ii), the restoration of such benefit will occur from the
 following sources. If the following sources are not sufficient to completely
 restore the Participant’s benefit, the Employer must make an additional
 contribution to the Plan. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Any
 forfeitures that have not been allocated to Participants’ Accounts for the
 Plan Year in which the Employer is restoring the Participant’s benefit in
 accordance with this subsection (ii). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
If
 Participants are not permitted to self-direct investments under the Plan, any
 Trust earnings which have not been allocated to Participants’ Accounts for
 the Plan Year in which the Employer is restoring the Participant’s benefit in
 accordance with this subsection (ii). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
If the
 Employer makes a discretionary contribution to the Plan, it may designate all
 or any part of such discretionary contribution as a restoration contribution
 under this subsection (ii). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Five-Year Forfeiture Break in Service.
 In the case of a Participant who has five (5) consecutive one-year Breaks in
 Service, the nonvested portion of the Participant’s Account Balance will be
 forfeited as of the end of the Vesting Computation Period in which the
 Participant incurs his/her fifth consecutive Break in Service. See Section
 4.6(b) for more information on the Five-Year Forfeiture Break in Service. 








	
 

	
 


	


	



	
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(c)

	
Lost Participant or Beneficiary. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Inability to locate Participant or Beneficiary.
 If the Plan Administrator, after a reasonable effort and time, is unable to
 locate a Participant or a Beneficiary in order to make a distribution
 otherwise required by the Plan, the distributable amount may be forfeited, as
 permitted under applicable laws and regulations. In determining what is a
 reasonable effort and time, the Plan Administrator may follow any applicable
 guidance provided under statute, regulation, or other IRS or DOL guidance of
 general applicability. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Restoration of forfeited amounts. If, after
 the distributable amount is forfeited, the Participant or Beneficiary is located,
 the Plan will restore the forfeited amount (unadjusted for gains or losses)
 to such Participant or Beneficiary within a reasonable time. The method of
 restoring a forfeited benefit under subsection (a)(2)(ii) above applies to
 any restoration required under this subsection (2). 


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
Forfeiture of Employer Matching Contributions.
 This subsection (d) only applies if the Plan is a 401(k) Plan. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Correction of ACP Test. If a Participant
 receives a corrective distribution of Excess Aggregate Contributions to
 correct the ACP Test, the portion of such corrective distribution which
 relates to nonvested Employer Matching Contributions, including any allocable
 income or loss, will be forfeited (as permitted under Section 17.3(d)(1)) in
 the Plan Year in which the corrective distribution is made from the Plan. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Excess Deferrals, Excess Contributions, and Excess Aggregate
 Contributions. If a Participant receives a
 distribution of Excess Deferrals, Excess Contributions, or Excess Aggregate
 Contributions, the Employer will forfeit the portion of his/her Employer
 Matching Contribution Account (whether vested or not) which is attributable
 to such distributed amounts (except to the extent such amount has been
 distributed as Excess Contributions or Excess Aggregate Contributions,
 pursuant to Article 17). A forfeiture of Employer Matching Contributions
 under this subsection (2) occurs in the Plan Year in which the Participant
 receives the distribution of Excess Deferrals, Excess Contributions, and/or
 Excess Aggregate Contributions. 


	
 

	
 

	
 

	
 

	
 


	
5.4

	
Timing of Forfeiture Allocation.
 Pursuant to the elections under Part 8 of the Agreement, forfeitures are
 allocated in either the same Plan Year in which the forfeitures occur or in
 the Plan Year following the Plan Year in which the forfeitures occur. 


	
 

	
 


	
5.5

	
Method of Allocating Forfeitures.
 Forfeitures will be allocated in accordance with the method chosen by the
 Employer under Part 8 of the Agreement. In no event, however, will a
 Participant receive an allocation of forfeitures arising from his/her own
 Account. If no method of allocation is selected under Part 8 of the
 Agreement, any forfeitures will be used to reduce the Employer’s
 contributions for the Plan Year following the Plan Year in which the forfeiture
 occurs as described under (b) below. 


	
 

	
 


	
 

	
(a)

	
Reallocation of forfeitures.
 If the Employer elects to reallocate forfeitures as additional contributions,
 the forfeitures will be added to other contributions made by the Employer (as
 designated under Part 8 of the Agreement) for the Plan Year designated under
 Part 8, #29 of the Agreement [Part 8, #47 of the 401(k) Agreement], and such
 amounts will be allocated to Eligible Participants under the allocation
 method chosen under Part 4 of the Agreement with respect to such
 contributions. Reallocation of forfeitures is not available under the target
 benefit plan Agreement. 


	
 

	
 

	
 


	
 

	
(b)

	
Reduction of contributions.
 If the Employer elects under Part 8 of the Agreement to use forfeitures to
 reduce its contributions under the Plan, the Employer may adjust its
 contribution deposits in any manner, provided the total Employer
 Contributions made for the Plan Year properly take into account the
 forfeitures that are to be used to reduce such contributions for that Plan Year.
 If the contributions are allocated over multiple allocation periods, the
 Employer may reduce its contribution for any allocation periods within the
 Plan Year in which the forfeitures are to be allocated so that the total
 amount allocated for the Plan Year is proper. 


	
 

	
 

	
 


	
 

	
(c)

	
Payment of Plan expenses.
 If the Employer elects under Part 8, #31 of the Agreement [Part 8, #49 of the
 401(k) Agreement], forfeitures will first be used to pay Plan expenses for
 the Plan Year in which the forfeitures would otherwise be allocated. This
 subsection (c) applies only if the Plan otherwise would pay such expenses as
 authorized under Section 11.4. If any forfeitures remain after the payment of
 Plan expenses under this subsection, the remaining forfeitures will be allocated
 as selected under Part 8 of the Agreement. 








	
 

	
 


	


	



	
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 2001 Ceridian Retirement Plan Services

	
Basic Plan Document





39






ARTICLE 6

SPECIAL SERVICE CREDITING PROVISIONS


This Article
contains special service crediting rules that apply for purposes of determining
an Employee’s eligibility to participate and the vested percentage in his/her
Account Balance under the Plan. This Article 6 and Part 7 of the Agreement
permit the Employer to override the general service crediting rules under
Articles 1 and 4 with respect to eligibility and vesting and to apply special
service crediting rules, such as the Equivalency Method and the Elapsed Time
Method for crediting service. Section 6.7 of this Article and Part 13, #53 of
the Agreement [Part 13, #71 of the 401(k) Agreement] contain special rules for
crediting service with Predecessor Employers. 


	
 

	
 

	
 

	
 


	
6.1

	
Year of Service - Eligibility.
 Section 1.4(b) defines a Year of Service for eligibility purposes. Generally,
 an Employee earns a Year of Service for eligibility purposes upon the
 completion of 1,000 Hours of Service during an Eligibility Computation
 Period. For this purpose, Hours of Service are calculated using the Actual
 Hours Crediting Method. Part 7, #23 of the Agreement [Part 7, #41 of the
 401(k) Agreement] permits the Employer to modify these default provisions for
 determining a Year of Service for eligibility purposes. 


	
 

	
 


	
 

	
(a)

	
Selection of Hours of Service.
 The Employer may elect to modify the requirement that an Employee complete
 1,000 Hours of Service during an Eligibility Computation Period to earn a
 Year of Service. Under Part 7, #23.a. of the Agreement [Part 7, #41.a. of the
 401(k) Agreement], the Employer may designate a specific number of Hours of
 Service (which cannot exceed 1,000) that an Employee must complete during the
 Eligibility Computation Period to earn a Year of Service. Any Hours of
 Service designated in accordance with this subsection (a) will be determined
 using the Actual Hours Crediting Method, unless the Employer elects to use the
 Equivalency Method under Part 7, #23.b. of the Agreement [Part 7, #41.b. of
 the 401(k) Agreement]. 


	
 

	
 

	
 


	
 

	
(b)

	
Use of Equivalency Method.
 The Employer may elect under Part 7, #23.b. of the Agreement [Part 7, #41.b.
 of the 401(k) Agreement] to use the Equivalency Method (as defined in Section
 6.5(a)) instead of the Actual Hours Crediting Method in determining whether
 an Employee has completed the required Hours of Service to earn a Year of
 Service. 


	
 

	
 

	
 


	
 

	
(c)

	
Use of Elapsed Time Method.
 The Employer may elect under Part 7, #23.c. of the Agreement [Part 7, #41.c.
 of the 401(k) Agreement] to use the Elapsed Time Method (as defined in
 Section 6.5(b)) instead of counting Hours of Service in applying the
 eligibility conditions under Article 1. The Elapsed Time Method may not be
 selected if the Employer elects to apply a designated Hours of Service
 requirement under Part 7, #23.a. of the Agreement [Part 7, #41.a. of the
 401(k) Agreement]. 


	
 

	
 

	
 


	
6.2

	
Eligibility Computation Period.
 Section 1.4(c) defines the Eligibility Computation Period used to determine
 whether an Employee has earned a Year of Service for eligibility purposes.
 Generally, if one Year of Service is required for eligibility, the
 Eligibility Computation Period is determined using the Shift-to-Plan-Year
 Method (as defined in Section 1.4(c)(1)). Part 7, #24 of the Agreement [Part
 7, #42 of the 401(k) Agreement] permits the Employer to use the Anniversary
 Year Method (as defined in Section 1.4(c)(2)) for determining Eligibility
 Computation Periods under the Plan. If the Employer selects two Years of
 Service eligibility condition (under Part 1, #5.e. of the Agreement), the
 Anniversary Year Method applies, unless the Employer elects to use the
 Shift-to-Plan-Year Method. In the case of a 401(k) plan in which a two
 Years of Service eligibility condition is used for either Employer Matching
 Contributions or Employer Nonelective Contributions, the method used to
 determine Eligibility Computation Periods for the two Years of Service
 condition also will apply to anyone Year of Service eligibility condition
 used with respect to any other contributions. 


	
 

	
 


	
6.3

	
Year of Service - Vesting.
 Section 4.5 defines a Year of Service for vesting purposes. Generally, an
 Employee earns a Year of Service for vesting purposes upon the completion of
 1,000 Hours of Service during a Vesting Computation Period. For this purpose,
 Hours of Service are calculated using the Actual Hours Crediting Method. Part
 7, #25 of the Agreement [Part 7, #43 of the 401(k) Agreement] permits the Employer
 to modify these default provisions for determining a Year of Service for
 vesting purposes. 


	
 

	
 


	
 

	
(a)

	
Selection of Hours of Service.
 The Employer may elect to modify the requirement that an Employee complete
 1,000 Hours of Service during a Vesting Computation Period to earn a Year of
 Service. Under Part 7, #25.a. of the Agreement [Part 7, #43.a. of the 401(k)
 Agreement], the Employer may designate a specific number of Hours of Service
 (which cannot exceed 1,000) that an Employee must complete during the Vesting
 Computation Period to earn a Year of Service. Any Hours of Service designated
 in accordance with this subsection (a) will be determined using the Actual
 Hours Crediting Method, unless the Employer elects to use the Equivalency
 Method under Part 7, #25.b. of the Agreement [Part 7, #43.b. of the 401(k)
 Agreement]. 


	
 

	
 

	
 


	
 

	
(b)

	
Equivalency Method.
 The Employer may elect under Part 7, #25.b. of the Agreement [Part 7, #43.b.
 of the 401(k) Agreement] to use the Equivalency Method (as defined in Section
 6.5(a)) instead of the Actual Hours 








	
 

	
 


	


	



	
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Crediting
 Method in determining whether an Employee has completed the required Hours of
 Service to earn a Year of Service.


	
 

	
 

	
 


	
 

	
(c)

	
Elapsed Time Method.
 The Employer may elect under Part 7, #25.c. of the Agreement [Part 7, #43.c.
 of the 401(k) Agreement] to use the Elapsed Time Method (as defined in
 Section 6.5(b)) instead of counting Hours of Service in applying the vesting
 provisions under Article 4. The Elapsed Time Method may not be selected if
 the Employer elects to apply a designated Hours of Service requirement under
 Part 7, #25.a. of the Agreement [Part 7, #43.a. of the 401(k) Agreement]. 


	
 

	
 

	
 


	
6.4

	
Vesting Computation Period.
 Section 4.4 defines the Vesting Computation Period used to determine whether
 an Employee has earned a Year of Service for vesting purposes. Generally, the
 Vesting Computation Period is the Plan Year. Part 7, #26 of the Agreement
 [Part 7, #44 of the 401(k) Agreement] permits the Employer to elect to use
 Anniversary Years (see Section 4.4(a)) or, under the Nonstandardized
 Agreement, any other 12-consecutive month period as the Vesting Computation
 Period. 


	
 

	
 


	
6.5

	
Definitions. 


	
 

	
 


	
 

	
(a)

	
Equivalency Method. Under
 the Equivalency Method, an Employee is credited with 190 Hours of Service for
 each calendar month during the Eligibility Computation Period or Vesting
 Computation Period, as applicable, for which the Employee completes at least
 one Hour of Service. Instead of applying the Equivalency Method on the basis
 of months worked, the Employer may elect to apply different equivalencies
 under Part 7, #28 of the Agreement [Part 7, #46 of the 401(k) Agreement]. The
 Employer may credit Employees with 10 Hours of Service for each day worked,
 45 Hours of Service for each week worked, or 95 Hours of Service for each
 semi-monthly payroll period worked during the Eligibility Computation Period
 or Vesting Computation Period, as applicable. For this purpose, an Employee will
 receive credit for the appropriate Hours of Service if the Employer completes
 at least one Hour of Service during the applicable period. 


	
 

	
 

	
 


	
 

	
(b)

	
Elapsed Time Method.
 Under the Elapsed Time Method, an Employee receives credit for the aggregate
 of all periods of service commencing with the Employee’s Employment
 Commencement Date (or Reemployment Commencement Date) and ending on the date
 the Employee begins a Period of Severance (as defined in subsection (2)
 below) which lasts at least 12 consecutive months. In calculating an
 Employee’s aggregate period of service, an Employee receives credit for any
 Period of Severance that lasts less than 12 consecutive months. If an
 Employee’s aggregate period of service includes fractional years, such
 fractional years are expressed as days. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Year of Service. For purposes of determining
 whether an Employee has earned a Year of Service under the Elapsed Time
 Method, an Employee is credited with a Year of Service for each 12-month
 period of service the Employee completes under the above paragraph, whether
 or not such period of service is consecutive. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Period of Severance. For purposes of
 applying the Elapsed Time Method, a Period of Severance is any continuous
 period of time during which the Employee is not employed by the Employer. A
 Period of Severance begins on the date the Employee retires, quits or is
 discharged, or if earlier, the 12-month anniversary of the date on which the
 Employee is first absent from service for a reason other than retirement,
 quit or discharge. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
In the case
 of an Employee who is absent from work for maternity or paternity reasons,
 the 12-consecutive month period beginning on the first anniversary of the
 first date of such absence shall not constitute a Period of Severance. For
 purposes of this paragraph, an absence from work for maternity or paternity
 reasons means an absence (i) by reason of the pregnancy of the Employee, (ii)
 by reason of the birth of a child of the Employee, (iii) by reason of the
 placement of a child with the Employee in connection with the adoption of
 such child by the Employee, or (iv) for purposes of caring for a child of the
 Employee for a period beginning immediately following the birth or placement
 of such child.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Break in Service rules. The Break in Service rules described in Sections 1.6 and 4.6
also apply under the Elapsed Time Method. For purposes of applying the Break
in Service rules under the Elapsed Time Method, a Break in Service is any
Period of Severance of at least 12 consecutive months.  


	
 

	
 

	
 

	
 


	
6.6

	
Switching Crediting Methods.
 The following rules apply if the service crediting method is changed in a
 manner described below. 


	
 

	
 


	
 

	
(a)

	
Shift from crediting Hours of Service to
 Elapsed Time Method. If the service crediting method
 under the Plan is changed from a method that uses Hours of Service to a
 method using Elapsed Time, each Employee’s 








	
 

	
 


	


	



	
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period of
 service under the Elapsed Time Method is the sum of the amounts under
 subsections (1) and (2) below.


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
The number
 of Years of Service credited under the Hours of Service method for the period
 ending immediately before the computation period during which the change to
 the Elapsed Time Method occurs. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
For the
computation period in which the change occurs, the Plan Administrator will
determine the greater of: (i) the period of service that would be credited
under the Elapsed Time Method for the Employee’s service from the first day
of that computation period through the date of the change, or (ii) the
service that would be taken into account under the Hours of Service method
for that computation period through the date of the change. If (i) is
greater, then Years of Service are credited under the Elapsed Time Method
beginning with the first day of the computation period during which the
change to the Elapsed Time Method occurs. If (ii) is greater, then Years of
Service are credited under the Hours of Service method for the computation
period during which the change to the Elapsed Time Method occurs and under
the Elapsed Time Method beginning with the first day of the computation
period that follows the computation period in which the change occurs. If the
change occurs as of the first day of a computation period, treat subsection
(1) as applicable for purposes of applying the rule in this paragraph.  


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Shift from Elapsed Time Method to an Hours of
Service method. If the service crediting method
changes from the Elapsed Time Method to an Hours of Service method, each
Employee’s Years of Service under the Hours of Service method is the sum of
the amounts under subsections (1) and (2) below.  


	
 

	
 

	
 


	
 

	
 

	
(1)

	
The number
 of Years of Service credited under the Elapsed Time Method as of the date of
 the change.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
For the
computation period in which the change to the Hours of Service method occurs,
the portion of that computation period in which the Elapsed Time Method was
in effect is converted into an equivalent number of Hours of Service, using
the Equivalency Method described in Section 6.5(a). For the remainder of the
computation period, actual Hours of Service are counted, unless the
Equivalency Method has been elected in Part 7 of the Agreement. The Hours of
Service deemed credited for the portion of the computation period in which
the Elapsed Time Method was in effect are added to the actual Hours of
Service credited for the remaining portion of the computation period to
determine if the Employee has a Year of Service for that computation period.
If the change to the Hours of Service method occurs as of the first day of a
computation period, then the determination as to whether an Employee has
completed a Year of Service for the first computation period that the change
is in effect is based solely on the Hours of Service method.  


	
 

	
 

	
 

	
 


	
6.7

	
Service with Predecessor Employers.
 If the Employer maintains the plan of a Predecessor Employer, any service
 with such Predecessor Employer is treated as service with the Employer for
 purposes of applying the provisions of this Plan. If the Employer maintains
 the Plan of a Predecessor Employer, the Employer may complete Part 13, #53 of
 the Agreement [Part 13, #71 of the 401(k) Agreement] to identify the
 Predecessor Employer and to specify that service with such Predecessor
 Employer will be credited for all purposes under the Plan. The failure to
 complete Part 13, #53 of the Agreement [Part 13, #71 of the 401(k)
 Agreement] with respect to service of a Predecessor Employer where the
 Employer is maintaining a Plan of such Predecessor Employer will not override
 the requirement that such predecessor service be counted for all purposes
 under the Plan. 


	
 

	
 


	
 

	
If the
 Employer does not maintain the plan of a Predecessor Employer, service with
 such Predecessor Employer does not Count under this Plan, unless the Employer
 specifically designates under Part 13, #53 of the Agreement [Part 13, #71 of
 the 401(k) Agreement] to include service with such Predecessor Employer. If
 the Employer elects to credit service with a Predecessor Employer under this
 paragraph, the Employer must designate the purpose for which it is crediting
 Predecessor Employer service. If the Employer will treat service with
 multiple Predecessor Employers differently, the Employer should complete an
 additional election for each Predecessor Employer for which service is being
 credited differently. If the Employer is not crediting service with any
 Predecessor Employers, Part 13, #53 of the Agreement [Part 13, #71 of the 401(k) Agreement] need not be completed.








	
 

	
 


	


	



	
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ARTICLE 7

LIMITATION ON PARTICIPANT ALLOCATIONS


This Article
provides limitations on the amount a Participant may receive as an allocation
under the Plan for a Limitation Year. The limitation on allocations (referred
to herein as the Annual Additions Limitation) applies in the aggregate to all
plans maintained by the Employer. Part 13, #54.c. of the Agreement [Part 13,
#72.c. of the 401(k) Agreement] permits the Employer to specify how the Plan
will comply with the Annual Additions Limitation where the Employer maintains a
plan (or plans) in addition to this Plan. 


	
 

	
 

	
 

	
 

	
 


	
7.1

	
Annual Additions Limitation - No Other Plan
 Participation. 


	
 

	
 


	
 

	
(a)

	
Annual Additions Limitation.
 If the Participant does not participate in, and has never participated in
 another qualified retirement plan, a welfare benefit fund (as defined under
 Code §419(e)), an individual medical account (as defined under Code
 §415(1)(2)), or a SEP (as defined under Code §408(k)) maintained by the
 Employer, then the amount of Annual Additions which may be credited to the
 Participant’s Account for any Limitation Year will not exceed the lesser of
 the Maximum Permissible Amount or any other limitation contained in this
 Plan. 


	
 

	
 

	
 


	
 

	
 

	
Generally,
 if an Employer Contribution that would otherwise be contributed or allocated
 to a Participant’s Account will cause that Participant’s Annual Additions for
 the Limitation Year to exceed the Maximum Permissible Amount, the amount to
 be contributed or allocated to such Participant will be reduced so that the
 Annual Additions allocated to such Participant’s Account for the Limitation
 Year will equal the Maximum Permissible Amount. However, if a contribution or
 allocation to a Participant’s Account will exceed the Maximum Permissible
 Amount due to a correctable event described in subsection (c) below, the
 Excess Amount may be contributed or allocated to such Participant and
 corrected in accordance with the correction procedures outlined in subsection
 (c). 


	
 

	
 

	
 


	
 

	
(b)

	
Using estimated Total Compensation.
 Prior to determining the Participant’s actual Total Compensation for the
 Limitation Year, the Employer may determine the Maximum Permissible Amount for
 a Participant on the basis of a reasonable estimation of the Participant’s
 Total Compensation for the Limitation Year, uniformly determined for all
 Participants similarly situated. 


	
 

	
 

	
 


	
 

	
 

	
As soon as
 administratively feasible after the end of the Limitation Year, the Employer
 will determine the Maximum Permissible Amount for the Limitation Year on the
 basis of the Participant’s actual Total Compensation for the Limitation Year.
 


	
 

	
 

	
 


	
 

	
(c)

	
Disposition of Excess Amount.
 If, as a result of the use of estimated Total Compensation, the allocation of
 forfeitures, a reasonable error in determining the amount of Section 401(k)
 Deferrals that may be made under this Article 7, or other reasonable error in
 applying the Annual Additions Limitation, an Excess Amount arises, the excess
 will be disposed of as follows: 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Any Employee
 After-Tax Contributions (plus attributable earnings), to the extent such
 contributions would reduce the Excess Amount, will be returned to the
 Participant. The Employer may elect not to apply this subsection (1) if the
 ACP Test (as defined in Section 17.3) has already been performed and the
 distribution of Employee After-Tax Contributions to correct the Excess Amount
 will cause the ACP Test to fail or will change the amount of corrective
 distributions required under Section 17.3(d)(1) of this BPD. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If Employer
 Matching Contributions were allocated with respect to Employee After-Tax
 Contributions for the Limitation Year, the Employee After-Tax Contributions
 and Employer Matching Contributions will be corrected together. Employee
 After-Tax Contributions will be distributed under this subsection (1) only to
 the extent the Employee After-Tax Contributions, plus the Employer Matching
 Contributions allocated with respect to such Employee After-Tax
 Contributions, reduce the Excess Amount. Thus, after correction under this
 subsection (1), each Participant should have the same level of Employer
 Matching Contribution with respect to the remaining Employee After-Tax
 Contributions as provided under Part 4B of the Agreement. Any Employer
 Matching Contributions identified under this subsection (1) will be treated
 as an Excess Amount correctable under subsections (3) and (4) below. If
 Employer Matching Contributions are allocated to both Employee After-Tax
 Contributions and to Section 401(k) Deferrals, this subsection (1) is applied
 by treating Employer Matching Contributions as allocated first to Section
 401(k) Deferrals. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
If, after
 the application of subsection (1), an Excess Amount still exists, any Section
 401(k) Deferrals (plus attributable earnings), to the extent such deferrals
 would reduce the Excess Amount, will be distributed to the Participant. The
 Employer may elect not to apply this subsection (2) if the 








	
 

	
 


	


	



	
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ADP Test (as
 defined in Section 17.2) has already been performed and the distribution of
 Section 401(k) Deferrals to correct the Excess Amount will cause the ADP Test
 to fail or will change the amount of corrective distributions required under
 Section 17.2(d)(1) of this BPD.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If Employer
 Matching Contributions were allocated with respect to Section 401(k)
 Deferrals for the Limitation Year, the Section 401(k) Deferrals and Employer
 Matching Contributions will be corrected together. Section 401(k) Deferrals
 will be distributed under this subsection (2) only to the extent the Section
 401(k) Deferrals, plus Employer Matching Contributions allocated with respect
 to such Section 401(k) Deferrals, reduce the Excess Amount. Thus, after
 correction under this subsection (2), each Participant should have the same
 level of Employer Matching Contribution with respect to the remaining Section
 401(k) Deferrals as provided under Part 4B of the Agreement. Any Employer
 Matching Contributions identified under this subsection (2) will be treated
 as an Excess Amount correctable under subsection (3) or (4) below. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
If, after
 the application of subsection (2), an Excess Amount still exists, the Excess
 Amount is allocated to a suspense account and is used in the next Limitation
 Year (and succeeding Limitation Years, if necessary) to reduce Employer
 Contributions for all Participants under the Plan. The Excess Amounts are
 treated as Annual Additions for the Limitation Year in which such amounts are
 allocated from the suspense account. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
If a
 suspense account is in existence at any time during a Limitation Year
 pursuant to this Article 7, such suspense account will not participate in the
 allocation of investment gains and losses, unless otherwise provided in
 uniform valuation procedures established by the Plan Administrator. If a
 suspense account is in existence at any time during a particular Limitation
 Year, all amounts in the suspense account must be allocated to Participants’
 Accounts before the Employer makes any Employer Contributions, or any
 Employee After-Tax Contributions are made, for that Limitation Year. 


	
 

	
 


	
7.2

	
Annual Additions Limitation - Participation in
 Another Plan. 


	
 

	
 


	
 

	
(a)

	
In general. This
 Section 7.2 applies if, in addition to this Plan, the Participant receives an
 Annual Addition during any Limitation Year from another Defined Contribution
 Plan, a welfare benefit fund (as defined under Code §419(e)), an individual
 medical account (as defined under Code §415(1)(2)), or a SEP (as defined
 under Code §408(k)) maintained by the Employer. If the Employer maintains, or
 at any time maintained, a Defined Benefit Plan (other than a Paired Plan)
 covering any Participant in this Plan, see Section 7.5. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
This Plan’s Annual Addition Limitation.
 The Annual Additions that may be credited to a Participant’s Account under
 this Plan for any Limitation Year will not exceed the Maximum Permissible
 Amount reduced by the Annual Additions credited to a Participant’s Account
 under any other Defined Contribution Plan, welfare benefit fund, individual
 medical account, or SEP maintained by the Employer for the same Limitation
 Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Annual Additions reduction.
 If the Annual Additions with respect to the Participant under any other
 Defined Contribution Plan, welfare benefit fund, individual medical account,
 or SEP maintained by the Employer are less than the Maximum Permissible
 Amount and the Annual Additions that would otherwise be contributed or
 allocated to the Participant’s Account under this Plan would exceed the
 Annual Additions Limitation for the Limitation Year, the amount contributed
 or allocated will be reduced so that the Annual Additions under all such Plans
 and funds for the Limitation Year will equal the Maximum Permissible Amount.
 However, if a contribution or allocation to a Participant’s Account will
 exceed the Maximum Permissible Amount due to a correctable event described in
 Section 7.1(c), the Excess Amount may be contributed or allocated to such
 Participant and corrected in accordance with the correction procedures
 outlined in Section 7.1(c). 


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
No Annual Additions permitted.
 If the Annual Additions with respect to the Participant under such other
 Defined Contribution Planes), welfare benefit fund(s), individual medical
 account(s), or SEP(s) in the aggregate are equal to or greater than the
 Maximum Permissible Amount, no amount will be contributed or allocated to the
 Participant’s Account under this Plan for the Limitation Year. However, if a
 contribution or allocation to a Participant’s Account will exceed the Maximum
 Permissible Amount due to a correctable event described in Section 7.1(c),
 the Excess Amount may be contributed or allocated to such Participant and
 corrected in accordance with the correction procedures outlined in Section
 7.1 (c). 


	
 

	
 

	
 

	
 

	
 


	
 

	
(e)

	
Using estimated Total Compensation.
 Prior to determining the Participant’s actual Total Compensation for the
 Limitation Year, the Employer may determine the Maximum Permissible Amount
 for a Participant in the manner described in Section 7.1(b). As soon as
 administratively feasible after the end of the Limitation Year, the Maximum
 Permissible Amount for the Limitation Year will be determined on the basis of
 the Participant’s actual Total Compensation for the Limitation Year. 








	
 

	
 


	


	



	
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(f)

	
Excess Amounts. If,
 as a result of the use of estimated Total Compensation, an allocation of
 forfeitures, a reasonable error in determining the amount of Section 401(k)
 Deferrals that may be made under this Article 7, or other reasonable error in
 applying the Annual Additions Limitation, a Participant’s Annual Additions
 under this Plan and such other plans or funds would result in an Excess
 Amount for a Limitation Year, the Excess Amount will be deemed to consist of
 the Annual Additions last allocated, except that Annual Additions
 attributable to a SEP will be deemed to have been allocated first, followed
 by Annual Additions to a welfare benefit fund or individual medical account,
 regardless of the actual allocation date. 


	
 


	
 

	
 

	
(1)

	
Same allocation date. If an Excess Amount is
 allocated to a Participant on an allocation date of this Plan that coincides
 with an allocation date of another plan, such Excess Amount will be
 attributed to the following types of plan(s) in the order listed, until the
 entire Excess Amount is allocated. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
First, to
 any 401(k) plan(s) maintained by the Employer.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Then, to any
 profit sharing plan(s) maintained by the Employer.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Then, to any
 money purchase plan(s) maintained by the Employer. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Finally, to
 any target benefit plan(s) maintained by the Employer.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If an amount
 is allocated to the same type of Plan on the same allocation date, the Excess
 Amount will be allocated to each plan in accordance with the pro rata
 allocation method outlined in the following paragraph.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Alternative methods. The Employer may elect
 under Part 13, #54.c. of the Agreement [Part 13, #72.c. of the 401(k)
 Agreement] to modify the default rules under this subsection (f). For
 example, the Employer may elect to attribute any Excess Amount which is allocated
 on the same date to this Plan and to another plan maintained by the Employer
 by designating the specific plan to which the Excess Amount is allocated or
 by using a pro rata allocation method. Under the pro rata allocation method,
 the Excess Amount attributed to this Plan is the product of: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i) 

	
the total
 Excess Amount allocated as of such date, times 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii) 

	
the ratio of
 (A) the Annual Additions allocated to the Participant for the Limitation Year
 as of such date under this Plan to (B) the total Annual Additions allocated
 to the Participant for the Limitation Year as of such date under this and all
 other Defined Contribution Plans. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(g)

	
Disposition of Excess Amounts.
 Any Excess Amount attributed to this Plan will be disposed in the manner
 described in Section 7.1(c). 


	
 

	
 

	
 


	
7.3

	
Modification of Correction Procedures.
 The Employer may elect under Part 13, #51.c. of the Agreement [Part 13,
 #69.c. of the 401(k) Agreement] to modify any of the corrective provisions
 under Section 7.1 of this BPD. The provisions in Section 7.2 may be modified
 under Part 13, #54.c. of the Agreement [Part 13, #72.c. of the 401(k)
 Agreement]. 


	
 

	
 


	
7.4

	
Definitions Relating to the Annual Additions
 Limitation. 


	
 

	
 


	
 

	
(a)

	
Annual Additions: The
 sum of the following amounts credited to a Participant’s Account for the
 Limitation Year: 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Employer
 Contributions, including Section 401(k) Deferrals; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Employee
 After-Tax Contributions; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
forfeitures;
 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
amounts
 allocated to an individual medical account (as defined in Code §415(1)(2)),
 which is part of a pension or annuity plan maintained by the Employer, are
 treated as Annual Additions to a Defined Contribution Plan. Also, 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 §419A(d)(3)) under a welfare benefit fund (as
 defined in Code §419(e)) maintained by the Employer are treated as Annual
 Additions to a Defined Contribution Plan; and 


	
 

	
 

	
 

	
 








	
 

	
 


	


	



	
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(5)

	
allocations
 under a SEP (as defined in Code §408(k)). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
For this
 purpose, any Excess Amount applied under Sections 7.1(c) or 7.2(f) in the
 Limitation Year to reduce Employer Contributions will be considered Annual
 Additions for such Limitation Year. 


	
 

	
 

	
 


	
 

	
 

	
An Annual
 Addition is credited to a Participant’s Account for a particular Limitation
 Year if such amount is allocated to the Participant’s Account as of any date
 within that Limitation Year. An Annual Addition will not be deemed credited
 to a Participant’s Account for a particular Limitation Year unless such
 amount is actually contributed to the Plan no later than 30 days after the
 time prescribed by law for filing the Employer’s income tax return (including
 extensions) for the taxable year with or within which the Limitation Year
 ends. In the case of Employee After-Tax Contributions, such amount shall not
 be deemed credited to a Participant’s Account for a particular Limitation
 Year unless the contributions are actually contributed to the Plan no later
 than 30 days after the close of that Limitation Year. 


	
 

	
 

	
 


	
 

	
(b)

	
Defined Contribution Dollar Limitation:
 $30,000, as adjusted under Code §415(d). 


	
 

	
 

	
 


	
 

	
(c)

	
Employer. For
 purposes of this Article 7, Employer shall mean the Employer that adopts this
 Plan, and all members of a controlled group of corporations (as defined in
 §414(b) of the Code as modified by §415(h)), all commonly controlled trades
 or businesses (as defined in §414(c) of the Code as modified by §415(h)) or
 affiliated service groups (as defined in §414(m)) of which the adopting Employer
 is a part, and any other entity required to be aggregated with the Employer
 pursuant to regulations under §414(o) of the Code. 


	
 

	
 

	
 


	
 

	
(d)

	
Excess Amount: The
 excess of the Participant’s Annual Additions for the Limitation Year over the
 Maximum Permissible Amount. 


	
 

	
 

	
 


	
 

	
(e)

	
Limitation Year: The
 Plan Year, unless the Employer elects another 12-consecutive month period
 under Part 13, #51.a. of the Agreement [Part 13, #69.a. of the 401(k)
 Agreement]. All qualified retirement plans under Code §401(a) maintained by
 the Employer must use the same Limitation Year. If the Limitation Year is
 amended to a different 12-consecutive month period, the new Limitation Year
 must begin on a date within the Limitation Year in which the amendment is
 made. If the Plan has an initial Plan Year that is less than 12 months, the
 Limitation Year for such first Plan Year is the 12-month period ending on the
 last day of that Plan Year, unless otherwise specified in Part 13, #51.c. of
 the Agreement [Part 13, #69.c. of the 401(k) Agreement]. 


	
 

	
 

	
 


	
 

	
(f)

	
Maximum Permissible Amount:
 The maximum Annual Additions that may be contributed or allocated to a
 Participant’s Account under the Plan for any Limitation Year shall not exceed
 the lesser of: 


	
 

	
 

	
 


	
 

	
 

	
(1) 

	
the Defined
 Contribution Dollar Limitation, or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

	
25 percent
 of the Participant’s Total Compensation for the Limitation Year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
The Total
 Compensation limitation referred to in (2) shall not apply to any
 contribution for medical benefits (within the meaning of Code §401(h) or
 §419A(f)(2)) which is otherwise treated as an Annual Addition under Code
 §415(1)(1) or §419A(d)(2). 


	
 

	
 

	
 


	
 

	
 

	
If a short
 Limitation Year is created because of an amendment changing the Limitation
 Year to a different 12-consecutive month period, the Maximum Permissible
 Amount will not exceed the Defined Contribution Dollar Limitation multiplied
 by the following fraction: 


	
 

	
 

	
 


	
 

	
 

	
Number of months in the short Limitation Year


	
 

	
 

	



	
 

	
 

	
12


	
 

	
 

	
 


	
 

	
 

	
If a short
Limitation Year is created because the Plan has an initial Plan Year that is
less than 12 months, no proration of the Defined Contribution Dollar
Limitation is required, unless provided otherwise under Part 13, #51.c. of
the Agreement [Part 13, #69.c. of the 401(k) Agreement]. (See subsection (e)
above for the rule allowing the use of a full 12-month Limitation Year for
the first year of the Plan, thereby avoiding the need to prorate the Defined
Contribution Dollar Limitation.) 


	
 

	
 

	
 

	
 


	
 

	
(g)

	
Total Compensation: The
 amount of compensation as defined under Section 22.197, subject to the
 Employer’s election under Part 3, #9 of the Agreement.


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Self-Employed Individuals. For a
 Self-Employed Individual, Total Compensation is such individual’s Earned
 Income. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Total Compensation actually paid or made available.
 For purposes of applying the limitations of this Article 7, Total
 Compensation for a Limitation Year is the Total Compensation actually paid or
 








	
 

	
 


	


	



	
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made
 available to an Employee during such Limitation Year. However, the Employer
 may include in Total Compensation for a Limitation Year amounts earned but
 not paid in the Limitation Year because of the timing of pay periods and pay
 days, but only if these amounts are paid during the first few weeks of the
 next Limitation Year, such amounts are included on a uniform and consistent
 basis with respect to all similarly-situated Employees, and no amounts are
 included in Total Compensation in more than one Limitation Year. The Employer
 need not make any formal election to include accrued Total Compensation
 described in the preceding sentence.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Disabled
Participants. Total Compensation does not include any imputed compensation
for the period a Participant is Disabled. However, the Employer may elect
under Part 13, #51.b. of the Agreement [Part 13, #69.b. of the 401(k)
Agreement], to include under the definition of Total Compensation, the amount
a terminated Participant who is permanently and totally Disabled (as defined
in Section 22.53) would have received for the Limitation Year if the
Participant had been paid at the rate of Total Compensation paid immediately
before becoming permanently and totally Disabled. If the Employer elects
under Part 13, #51.b. of the Agreement [Part 13, #69.b. of the 401(k)
Agreement] to include imputed compensation for a Disabled Participant, a
Disabled Participant will receive an allocation of any Employer Contribution
the Employer makes to the Plan based on the Employee’s imputed compensation
for the Plan Year. Any Employer Contributions made to a Disabled Participant
under this subsection (3) are fully vested when made. For Limitation Years
beginning before January 1, 1997, imputed compensation for a Disabled
Participant may be taken into account only if the Participant is not a Highly
Compensated Employee for such Plan Year.  


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Special rule
for Limitation Years beginning before January 1, 1998. For Limitation Years
beginning before January 1, 1998, for purposes of applying the limitations of
this Article 7 and for determining the minimum top-heavy contribution
required under Section 16.2(a), Total Compensation paid or made available
during such Limitation Year shall not include any Elective Deferrals, or any
amount which is contributed or deferred by the Employer at the election of
the Employee and which is not includible in the gross income of the Employee
by reason of Code §125 or §457.  


	
 

	
 

	
 

	
 


	
7.5

	
Participation in a Defined Benefit Plan.
 If the Employer maintains, or at any time maintained, a Defined Benefit Plan
 (other than a Paired Plan) covering any Participant in this Plan, the sum of
 the Participant’s Defined Benefit Plan Fraction and Defined Contribution Plan
 Fraction will not exceed 1.0 in any Limitation Year. If the sum of the
 Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction
 exceeds 1.0 in any Limitation Year, the Plan will satisfy the 1.0 limitation
 by reducing a Participant’s Projected Annual Benefit under the Defined
 Benefit Plan. 


	
 

	
 


	
 

	
(a)

	
Repeal of rule. The
 limitations under this Section 7.5 do not apply for Limitation Years
 beginning on or after January 1, 2000. However, the Employer may have
 continued to apply rules consistent with this Section 7.5 for Plan Years
 beginning after December 31, 1999 and before the Employer first adopted a
 plan to comply with the GUST Legislation. If the Employer is adopting this
 Plan as a restatement of a prior plan to comply with the GUST Legislation,
 the provisions of the prior plan control for purposes of applying the
 combined limitation rules under Code §415(e) for Limitation Years beginning
 before the Effective Date of this Plan. For Limitation Years beginning on or
 after the Effective Date of this Plan, the provisions of this Section 7.5
 apply. If for any Limitation Year beginning prior to the date this Plan is
 adopted as a GUST restatement, the Employer did not comply in operation with
 the provisions under this Section 7.5 or the provisions of the prior plan, as
 applicable, the Employer may document under Appendix B-4 of the Agreement how
 the Plan was operated to comply with the combined limitation rules under Code
 §415(e). 


	
 

	
 

	
 


	
 

	
(b)

	
Special definitions relating to Section 7.5. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Defined Benefit Plan Fraction: A fraction,
 the numerator of which is the sum of the Participant’s Projected Annual
 Benefit under all the Defined Benefit Plans (whether or not terminated)
 maintained by the Employer, and the denominator of which is the lesser of 125
 percent of the dollar limitation determined for the Limitation Year under
 Code §§415(b) and (d) or 140 percent of the Participant’s Highest Average
 Compensation, including any adjustments under Code §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 125
 percent 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 plans after May 5, 1986. The preceding sentence applies only if the
 Defined Benefit Plans individually and in the aggregate satisfied the
 requirements of Code §415 for all Limitation Years beginning before January
 1, 1987.








	
 

	
 


	


	



	
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If the Plan
 is a Top-Heavy Plan for any Plan Year, 100% will be substituted for 125% in
 the prior paragraph, unless in Part 13, #54.b. of the Agreement [Part 13,
 #72.b. of the 401(k) Agreement], the Employer provides an extra minimum
 top-heavy allocation or benefit in accordance with Code §416(h) and the
 regulations thereunder. In any event, if the Top-Heavy Ratio exceeds 90%,
 then 100% will always be substituted for 125% in the prior paragraph.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Defined Contribution Plan Fraction: 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 Employee After-Tax 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 under Code
 §419(e)), individual medical accounts (as defined under Code §415(1)(2)), and
 SEPs (as defined under Code §408(k)) maintained by the Employer, and the
 denominator of which is the sum of the maximum aggregate amount for the
 current and all prior Limitation Years during which the Participant performed
 service with the Employer (regardless of whether a Defined Contribution Plan
 was maintained by the Employer during such years). The maximum aggregate
 amount in any Limitation Year is the lesser of: (i) 125 percent of the
 Defined Contribution Dollar Limitation in effect under Code §415(c)(1)(A) (as
 determined under Code §§415(b) and (d)) for such Limitation Year or (ii) 35
 percent of the Participant’s Total Compensation for such Limitation Year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If the Plan
 is a Top-Heavy Plan for any Plan Year, 100% will be substituted for 125%
 unless in Part 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
 Agreement], the Employer provides an extra minimum top-heavy allocation or
 benefit in accordance with Code §416(h) and the regulations thereunder. In
 any event, if the Top-Heavy Ratio exceeds 90%, then 100% will always be
 substituted for 125%.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
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 Plan Fraction would otherwise exceed 1.0
 under the terms of this Plan. Under the adjustment, an amount equal to the
 product of (i) the excess of the sum of the fractions over 1.0 times (ii) 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 §415
 limitation applicable to the first Limitation Year beginning on or after
 January 1, 1987.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The Annual
 Additions for any Limitation Year beginning before January 1, 1987 shall not
 be recomputed to treat all Employee After-Tax Contributions as Annual
 Additions.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Highest Average Compensation: The average
 Total Compensation for the three consecutive years of service with the
 Employer that produces the highest average. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Projected Annual Benefit: The annual
 retirement benefit (adjusted to an actuarially equivalent straight life
 annuity if such benefit is expressed in a form other than a straight life
 annuity or Qualified Joint and Survivor Annuity) to which the Participant
 would be entitled under the terms of the Plan assuming: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the
 Participant will continue employment until Normal Retirement Age under the
 Plan (or current age, if later), and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
the
 Participant’s Total Compensation for the current Limitation Year and all
 other relevant factors used to determine benefits under the Plan will remain
 constant for all future Limitation Years.








	
 

	
 


	


	



	
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48







ARTICLE 8

PLAN DISTRIBUTIONS


Except as provided under Article 9 (Joint and Survivor Annuity
Requirements), this Article 8 governs all distributions to Participants under
the Plan. Sections 8.1 and 8.2 set forth the available distribution options
under the Plan and the amount available for distribution. Section 8.3 sets
forth the Participants’ distribution options following termination of
employment, Section 8.4 discusses the distribution options upon a Participant’s
death, and Sections 8.5 and 8.6 set forth the in-service distribution options
under the Plan, including the conditions for receiving a Hardship distribution.
Parts 9 and 10 of the Agreement contain the elective provisions for the
Employer to identify the timing of distributions and the permitted distribution
events under the Plan. 


	
 

	
 


	
8.1

	
Distribution
 Options. A Participant who terminates employment
 with the Employer may receive a distribution of his/her vested Account
 Balance at the time and in the manner designated under Part 9 of the
 Agreement. A Participant may receive an in-service distribution prior to
 his/her termination of employment with the Employer only to the extent
 permitted under Part 10 of the Agreement. 


	
 

	
 


	
 

	
Distributions from the Plan will be made in the form of a lump sum of
 the Participant’s entire vested Account Balance, a single sum distribution of
 a portion of the Participant’s vested Account Balance, installments, annuity
 payments, or other form as selected under Part 11 of the Agreement. Unless
 provided otherwise under Part 11 of the Agreement, a Participant may select
 any combination of the available distribution forms.


	
 

	
 


	
 

	
If the Employer elects to permit a single sum distribution of a
 portion of the Participant’s vested Account Balance, the Employer may limit
 the availability or frequency of subsequent withdrawals under Part 11, #40.f.
 of the Nonstandardized Agreement [Part 11, #58.f. of the Nonstandardized
 401(k) Agreement]. If the Employer elects under Part 11 of the Agreement to
 permit installment payments as an optional form of distribution, the
 Participant (and spouse, if applicable) may elect to receive installments in
 monthly, quarterly, semi-annual, or annual payments over a period not
 exceeding the Life Expectancy of the Participant and his/her Designated
 Beneficiary. The Participant may elect at any time to accelerate the payment
 of all, or any portion, of an installment distribution. If the Employer
 elects under Part 11 of the Agreement to permit annuity payments, such
 annuity payments may not be in a form that will provide for payments over a
 period extending beyond either the life of the Participant (or the lives of
 the Participant and his/her designated Beneficiary) or the life expectancy of
 the Participant (or the life expectancy of the Participant and his/her designated
 Beneficiary). The Employer may restrict the availability of installment
 payments or annuity payments under Part 11, #40.f. of the Nonstandardized
 Agreement [Part 11, #58.f. of the Nonstandardized 401(k) Agreement].


	
 

	
 


	
 

	
If the Plan is subject to the Joint and Survivor Annuity requirements
 under Article 9, the Plan must make distribution in the form of a QJSA (as
 defined in Section 9.4(a)) unless the Participant (and spouse, if the
 Participant is married) elects an alternative distribution form in accordance
 with Section 9.4(d). (See Section 9.1 for the rules regarding the application
 of the Joint and Survivor Annuity requirements.)


	
 

	
 


	
8.2

	
Amount Eligible for
 Distribution. For purposes of determining the amount
 a Participant may receive as a distribution from the Plan, a Participant’s
 Account Balance is determined as of the Valuation Date (as specified in Part
 12 of the Agreement) which immediately precedes the date the Participant
 receives his/her distribution from the Plan. For this purpose, the Participant’s
 Account Balance must be increased for any contributions allocated to the
 Participant’s Account since the most recent Valuation Date and must be
 reduced for any distributions the Participant received from the Plan since
 the most recent Valuation Date. A Participant does not share in any
 allocation of gains or losses attributable to the period between the
 Valuation Date and the date of the distribution under the Plan, unless
 provided otherwise under Part 12 of the Agreement or under uniform funding
 and valuation procedures established by the Plan Administrator. In the case
 of a Participant-directed Account, the determination of the value of the
 Participant’s Account for distribution purposes is subject to the funding and
 valuation procedures applicable to such directed Account. 


	
 


	
8.3

	
Distributions
 After Termination of Employment. Subject to the required minimum
 distribution provisions under Article 10, a Participant whose employment with
 the Employer is terminated for any reason, other than death, is entitled to
 receive a distribution of his/her vested Account Balance in accordance with
 this Section 8.3 as of the date selected in Part 9 of the Agreement. If a
 Participant dies while employed by the Employer, or dies before distribution
 of his/her vested Account Balance is completed, distribution will be made in
 accordance with Section 8.4. 








	
 

	
 

	
 


	
 

	
(a)

	
Account Balance exceeding $5,000.
 If a Participant’s entire vested Account Balance exceeds $5,000 at the time
 of distribution, the Participant may elect to receive a distribution of
 his/her vested Account Balance in any form permitted under Part 11 of the
 Agreement at the time indicated under Part 9, #33 of the Agreement [Part 9,
 #51 of the 401(k) Agreement]. The Participant must receive proper notice and
 must consent in writing, in accordance with Section 8.7, prior to receiving a
 distribution from the Plan. If the Participant does not consent to a
 distribution upon terminating employment with the Employer, distribution will
 be made in accordance with Article 10. (Also see Section 8.8 for additional
 notice requirements.) 








	
 

	
 


	



	
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49













	
 

	
 

	
 


	
 

	
(b)

	
Account Balance not exceeding $5,000.
 If a Participant’s entire vested Account Balance does not exceed $5,000 at
 the time of distribution, the Plan Administrator will distribute the
 Participant’s entire vested Account Balance in a single lump sum at the time
 indicated under Part 9, #34 of the Agreement [Part 9, #52 of the 401(k)
 Agreement]. Although the Participant need not consent to receive a
 distribution under this subsection (b), the Participant must receive the
 notice described in Section 8.8 (if applicable) prior to receiving the
 distribution from the Plan. The Employer may modify the rule under this
 subsection (b) by electing under Part 9, #37.a. of the Agreement [Part 9,
 #55.a. of the 401(k) Agreement] to require Participant consent prior to a
 distribution from the Plan, without regard to whether the Participant’s
 vested Account Balance exceeds $5,000 at the time of distribution. 


	
 

	
 

	
 


	
 

	
(c)

	
Permissible distribution events under a 401(k)
 plan. A Participant may not receive a distribution
 of Section 401(k) Deferrals, QNECs, QMACs and Safe Harbor Contributions under
 this Section 8.3 unless the Participant satisfies one of the following
 conditions: 








	
 

	
 

	
 

	
 


	
 

	
 

	
(1) 

	
The
 Participant has a “separation from service” with the Employer. For this
 purpose, a separation from service occurs when an Employee terminates
 employment with the Employer. If a Participant changes jobs as a result of
 the Employer’s liquidation, merger, consolidation, or other similar
 transaction, a distribution may be made to the Participant if the Plan
 Administrator determines the Participant has incurred a separation from
 service in accordance with rules promulgated under the Code or regulations,
 or by reason of a ruling or other published guidance from the IRS. A
 Participant may not receive a distribution by reason of separation from
 service, or continue to receive an installment distribution based on
 separation from service, if prior to the time the distribution is made from
 the Plan, the Participant returns to employment with the Employer. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

	
The Employer
 is a corporation and the Employer sells substantially all of the assets of a
 trade or business (within the meaning of §409(d)(2) of the Code) to an
 unrelated corporation, provided the purchaser does not continue to maintain
 the Plan with respect to the Participant after the sale and the Participant
 becomes employed by the unrelated corporation as a result of the sale and the
 distribution is made by the end of the second calendar year after the year of
 the sale. For this purpose, an Employer is deemed to have sold substantially
 all of the assets of a trade or business if it sells 85% or more of the total
 assets of such trade or business. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
The Employer
 is a corporation and the Employer sells a subsidiary to an unrelated
 corporation, provided the purchaser does not continue to maintain the Plan
 with respect to the Participant after the sale and the Participant continues
 to be employed by the unrelated corporation after the sale and the
 distribution is made by the end of the second calendar year after the year of
 the sale. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Disabled Participant.
 A terminated Employee who is Disabled at the time of termination, or who
 becomes Disabled after terminating employment with the Employer, generally is
 entitled to a distribution in the time and manner specified in Part 9 of the
 Agreement. However, if so elected in Part 9, #35 of the Agreement [Part 9,
 #53 of the 401(k) Agreement], a terminated Employee who is Disabled at the
 time of termination, or who becomes Disabled after terminating employment
 with the Employer, is entitled to a distribution in the time and manner specified
 in Part 9, #35 of the Agreement [Part 9, #53 of the 401(k) Agreement], to the
 extent such election will result in an earlier distribution than would
 otherwise be available under Part 9 of the Agreement. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Determining whether vested Account Balance
 exceeds $5,000. For distributions made on or after
 October 17, 2000, the determination of whether a Participant’s vested Account
 Balance exceeds $5,000 is based on the value of the Participant’s Account as
 of the most recent Valuation Date. In determining the value of a
 Participant’s Account for distributions made before October 17, 2000, the
 “lookback rule” may apply. If the lookback rule applies, the Participant’s
 vested Account Balance is deemed to exceed $5,000 for purposes of applying
 the provisions under this Article 8 and Article 9. 


	
 

	
 

	
 

	
 


	
 

	
 

	
For
 distribution made after March 21, 1999 and before October 17, 2000, the
 “lookback rule” is applicable to a distribution to a Participant if the
 Participant previously received a distribution when his/her vested Account
 Balance exceeded $5,000, and either subsection (1) or (2) applies.


	
 

	
 

	
 

	
 


	
 

	
 

	
(1) 

	
The
 distribution is subject to the Joint and Survivor Annuity requirements of
 Article 9. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

	
The
 distribution is not subject to the Joint and Survivor Annuity requirements of
 Article 9, but a periodic distribution method (e.g., an installment
 distribution) is currently in effect with respect to the Participant’s vested
 Account Balance, at least one scheduled payment still remains, and when the
 first periodic payment was made under such election, the vested Account
 Balance exceeded $5,000. 








	
 

	
 


	



	
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Basic Plan Document


	
 


	
50













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
For
 distributions made before March 21, 1999, the lookback rule applies to all
 distributions, without regard to subsections (1) and (2) above. However, the
 Plan does not fail to satisfy the requirements of this subsection (e) if,
 prior to the adoption of this Plan, the lookback rule was applied to all
 distributions (without regard to the limitations described in subsections (1)
 and (2) above), or if the limitations described in subsections (1) and (2)
 above were applied to distributions made before March 22, 1999 but in a Plan
 Year beginning after August 5, 1997.


	
 

	
 

	
 


	
 

	
(f)

	
Effective date of $5,000 vested Account
 Balance rule. The provisions under this Article 8
 and Article 9 which refer to a $5,000 vested Account Balance are effective
 for Plan Years beginning after August 5,1997, unless a later effective date
 is specified in the GUST provisions under Appendix B-3.a. of the Agreement.
 For plan years beginning prior to August 6, 1997 (or any later effective date
 specified in Appendix B-3.a. of the Agreement) any reference under this
 Article 8 or Article 9 to a $5,000 vested Account Balance should be applied
 by replacing $5,000 with $3,500. 


	
 

	
 

	
 


	
8.4

	
Distribution upon the Death of the
 Participant. The death benefit payable with respect
 to a deceased Participant depends on whether the Participant dies after
 distribution of his Account Balance has commenced (see subsection (a) below)
 or before distribution commences (see subsection (b) below). 


	
 

	
 


	
 

	
(a)

	
Post-retirement death benefit.
 If a Participant dies after commencing distribution of his/her benefit under
 the Plan, the death benefit is the benefit payable under the form of payment
 that has commenced. If a Participant commences distribution prior to death
 only with respect to a portion of his/her Account Balance, then the rules in
 subsection (b) apply to the rest of the Account Balance. 


	
 

	
 

	
 


	
 

	
(b)

	
Pre-retirement death benefit.
 If a Participant dies before commencing distribution of his/her benefit under
 the Plan, the death benefit that is payable depends on whether the value of
 the death benefit exceeds $5,000 and whether the Joint and Survivor Annuity
 requirements of Article 9 apply. If there is both a QPSA death benefit and a
 non-QPSA death benefit, each death benefit is valued separately to determine
 whether it exceeds $5,000. For death benefits distributed before the $5,000 rule
 described in Section 8.3(f) is effective, substitute $3,500 for $5,000. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Death benefit not exceeding $5,000. If the
 value of the pre-retirement death benefit does not exceed $5,000, it shall be
 paid in a single sum as soon as administratively feasible after the
 Participant’s death. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Death benefit that exceeds $5,000. If the
 value of the pre-retirement death benefit exceeds $5,000, the payment of the
 death benefit will depend on whether the Joint and Survivor Annuity
 requirements apply. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
If the Joint and Survivor Annuity requirements do not apply.
 In this case, the entire death benefit is payable in the form and at the time
 described below in subsection (ii)(B). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
If the Joint and Survivor Annuity requirements apply.
 In this case, the death benefit consists of a QPSA death benefit (see Section
 9.3) and, if the QPSA is defined to be less than 100% of the Participant’s
 vested Account Balance, a non-QPSA death benefit. The QPSA death benefit is
 payable in accordance with subsection (A) below, unless the Participant has
 waived such death benefit under the waiver procedures described in Section
 9.4(d). In the event there is a proper waiver of the QPSA death benefit, then
 such portion of the death benefit is payable in the same manner as the
 non-QPSA death benefit. The non-QPSA death benefit is payable in the form and
 at the time described below in subsection (B). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
QPSA death benefit. If the pre-retirement
 death benefit is payable in the QPSA form, then it shall be paid in
 accordance with Article 9. If the QPSA death benefit has not been waived, but
 the surviving spouse elects a different form of payment, then distribution of
 the QPSA death benefit is made in accordance with the form of payment elected
 by the spouse, provided such form of payment is available under Section 8.1.
 The surviving spouse may request the payment of the QPSA death benefit (in
 the QPSA form or in the form elected by the surviving spouse) as soon as
 administratively feasible after the death of the Participant. However,
 payment of the death benefit will not commence without the consent of the
 surviving spouse prior to the date the Participant would have reached Normal
 Retirement Age (or age 62, if later). If the QPSA death benefit has been
 waived, in accordance with the procedures in Article 9, then the portion of
 the Participant’s vested Account Balance that would have been payable as a
 QPSA death benefit in the absence of such a waiver is treated as a death
 benefit payable under subsection (B). 








	
 

	
 


	



	
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 Plan Document


	
 


	
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(B)

	
Non-QPSA death benefits. Any pre-retirement
 death benefit not described in subsection (A) is payable under this
 paragraph. Such death benefit is payable in lump sum as soon as
 administratively feasible after the Participant’s death. However, the death
 benefit may be payable in a different form if prescribed by the Participant’s
 Beneficiary designation, or if the Beneficiary, before a lump sum payment of
 the benefit is made, requests an election as to the form of payment. An
 alternative form of payment must be one that is available under Section 8.1. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Minimum distribution requirements. In no
 event will any death benefit be paid in a manner that is inconsistent with
 the minimum distribution requirements of Section 10.2. In addition, the
 Beneficiary of any pre-retirement death benefit described above in subsection
 (2) may postpone the Commencement of the death benefit to a date that is not
 later than the latest Commencement date permitted under Section 10.2, unless
 such election is prohibited in Part 9, #37.b. of the Agreement [Part 9,
 #55.b. of the 401(k) Agreement]. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Determining a Participant’s Beneficiary.
 A Participant may designate a Beneficiary to receive the death benefits
 described in this Section 8.4. Any Beneficiary designation is subject to the
 rules under subsections (1) - (4) below. A Participant may change or revoke a
 Beneficiary designation at any time by filing a new designation with the Plan
 Administrator. Any new Beneficiary designation is subject to the spousal
 consent rules described below, unless the spouse specifically waives such
 right under a general consent as authorized under Section 9.4(d). Unless specified
 otherwise in the Participant’s designated beneficiary election form, if a
 Beneficiary does not predecease the Participant but dies before distribution
 of the death benefit is made to the Beneficiary, the death benefit will be
 paid to the Beneficiary’s estate. 


	
 

	
 

	
 


	
 

	
 

	
The Plan
 Administrator may request proper proof of the Participant’s death and may
 require the Beneficiary to provide evidence of his/her right to receive a
 distribution from the Plan in any form or manner the Plan Administrator may
 deem appropriate. The Plan Administrator’s determination of the Participant’s
 death and of the right of a Beneficiary to receive payment under the Plan
 shall be conclusive. If a distribution is to be made to a minor or
 incompetent Beneficiary, payments may be made to the person’s legal guardian,
 conservator, or custodian in accordance with the Uniform Gifts to Minors Act
 or similar law as permitted under the laws of the state where the Beneficiary
 resides. The Plan Administrator or Trustee will not be liable for any
 payments made in accordance with this subsection (c) and are not required to
 make any inquiries with respect to the competence of any person entitled to
 benefits under the Plan. 


	
 

	
 

	
 


	
 

	
 

	
If a
 Participant designates his/her spouse as Beneficiary and subsequent to such
 Beneficiary designation, the Participant and spouse are divorced or legally
 separated, the designation of the spouse as Beneficiary under the Plan is
 automatically rescinded unless specifically provided otherwise under a
 divorce decree or QDRO, or unless the Participant enters into a new
 Beneficiary designation naming the prior spouse as Beneficiary. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Spousal consent to Beneficiary designation: post-retirement death
 benefit. If a Participant is married at the time
 distribution commences to the Participant, the Beneficiary of any
 post-retirement death benefit is the Participant’s surviving spouse,
 regardless of whether the Joint and Survivor Annuity requirements under
 Article 9 apply, unless there is no surviving spouse or the spouse has
 consented to the Beneficiary designation in a manner that is consistent with
 the requirements for a Qualified Election under Section 9.4(d), or makes a
 valid disclaimer of the benefit. If the Joint and Survivor Annuity
 requirements apply, the spouse is determined as of the Distribution
 Commencement Date for purposes of this spousal consent requirement. If the
 Joint and Survivor Annuity requirements do not apply, the spouse is
 determined as of the Participant’s date of death for purposes of this spousal
 consent requirement. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Spousal
consent to Beneficiary designation: pre-retirement death benefit. The rules
for spousal consent depend on whether the Joint and Survivor Annuity
requirements in Article 9 apply.  


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
If the Joint and Survivor Annuity requirements apply.
 In this case, the QPSA death benefit will be payable in accordance with
 Section 9.3. The QPSA death benefit may be payable to a non-spouse Beneficiary
 only if the spouse consents to the Beneficiary designation, pursuant to the
 Qualified Election requirements under Section 9.4(d), or makes a valid
 disclaimer. The non-QPSA death benefit, if any, is payable to the person
 named in the Beneficiary designation, without regard to whether spousal
 consent is obtained for such designation. If a spouse does not properly
 consent to a Beneficiary designation, the QPSA waiver is invalid, and the
 QPSA death benefit is still payable to the spouse, but the Beneficiary
 designation remains valid with respect to any non-QPSA death benefit. 








	
 

	
 


	



	
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(ii)

	
If the Joint and Survivor Annuity requirements do not apply.
 In this case, the surviving spouse (determined at the time of the
 Participant’s death), if any, must be treated as the sole Beneficiary,
 regardless of any contrary Beneficiary designation, unless there is no
 surviving spouse, or the spouse has consented to the Beneficiary designation
 in a manner that is consistent with the requirements for a Qualified Election
 under Section 9.4(d) or makes a valid disclaimer. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Default beneficiaries. To the extent a
 Beneficiary has not been named by the Participant (subject to the spousal
 consent rules discussed above) and is not designated under the terms of this
 Plan to receive all or any portion of the deceased Participant’s death
 benefit, such amount shall be distributed to the Participant’s surviving
 spouse (if the Participant was married at the time of death). If the
 Participant does not have a surviving spouse at the time of death,
 distribution will be made to the Participant’s surviving children, in equal
 shares. If the Participant has no surviving children, distribution will be
 made to the Participant’s estate. The Employer may modify the default beneficiary
 rules described in this subparagraph by addition attaching appropriate
 language as an addendum to the Agreement. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
One-year marriage rule. The Employer may
 elect under Part 11, #41.c. of the Agreement [Part 11, #59.c. of the 401(k) Agreement],
 for purposes of applying the provisions of this Section 8.4, that an
 individual will not be considered the surviving spouse of the Participant if
 the Participant and the surviving spouse have not been married for the entire
 one-year period ending on the date of the Participant’s death. 


	
 

	
 

	
 

	
 


	
8.5

	
Distributions Prior to Termination of
 Employment. 


	
 

	
 


	
 

	
(a)

	
Employee After-Tax Contributions, Rollover
 Contributions, and transfers. A Participant may
 withdraw at any time, upon written request, all or any portion of his/her
 Account Balance attributable to Employee After-Tax Contributions or Rollover
 Contributions. Any amounts transferred to the Plan pursuant to a Qualified
 Transfer (as defined in Section 3.3(d)) also may be withdrawn at any time
 pursuant to a written request. No forfeiture will occur solely as a result of
 an Employer’s withdrawal of Employee After-Tax Contributions. The Employer
 may elect in Part 10, #39.d. of the Nonstandardized Agreement [Part 10,
 #57.d. of the Nonstandardized 401(k) Agreement] to modify the availability
 of in-service withdrawals of Employee After-Tax Contributions, Rollover
 Contributions, or Qualified Transfers. 


	
 

	
 

	
 


	
 

	
 

	
With respect
 to transfers (other than Qualified Transfers) and subject to the restrictions
 on distributions of transferred assets under Section 3.3, a Participant may
 request a distribution of all or any portion of his/her Transfer Account only
 as permitted under this Article with respect to contributions of the same
 type as are being withdrawn.


	
 

	
 

	
 


	
 

	
(b)

	
Employer Contributions.
 Except as provided in Section 14.10 dealing with defaulted Participant loans,
 a Participant may receive a distribution of all or any portion of his/her
 vested Account Balance attributable to Employer Contributions prior to termination
 of employment only as permitted under Part 10 of the Agreement. If the Joint
 and Survivor Annuity requirements under Article 9 apply to the Participant,
 the Participant’s spouse (if the Participant is married at the time of
 distribution) must consent to a distribution in accordance with Section 9.2. 


	
 

	
 

	
 


	
 

	
 

	
The Employer
 may elect under the profit sharing or 401(k) plan Agreement to permit
 in-service distributions of Employer Contributions (other than Section 401(k)
 Deferrals, QMACs, QNECs, and Safe Harbor Contributions) upon the occurrence
 of a specified event or upon the completion of a certain number of years. In
 no case, however, may a distribution that is made solely on account of the
 completion of a designated number of years be made with respect to Employer
 Contributions that have been accumulated in the Plan for less than 2 years.
 This rule does not apply if the Participant has been an Eligible Participant
 in the Plan for at least 5 years. An in-service distribution may be made on
 account of a specified event (other than the completion of a designated
 number of years) at any time, if authorized under Part 10 of the Agreement. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
If a
 Participant with a partially vested benefit receives an in-service
 distribution under the Plan, the special vesting schedule under Section 4.8
 must be applied to determine the Participant’s vested percentage in his/her
 remaining Account Balance. This special vesting schedule will not apply if
 the Employer limits the availability of in-service distributions under Part
 10 of the Agreement to Participants who are 100% vested. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Section 401(k) Deferrals, Qualified
 Nonelective Contributions, Qualified Matching Contributions, and Safe Harbor
 Contributions. If the Employer has adopted the
 401(k) Agreement, a Participant may receive an in-service distribution of all
 or any portion of his/her Section 401(k) Deferral Account, QMAC Account,
 QNEC Account, Safe Harbor Matching Contribution Account and Safe Harbor
 Nonelective Contribution Account only as permitted under Part 10 of the
 Agreement. No provision in this Plan or in Part 10 of the 








	
 

	
 


	



	
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Agreement
 may be interpreted to permit a Participant to receive a distribution of such
 amounts prior to the occurrence of one of the following events:


	
 

	
 

	
 


	
 

	
 

	
(1) 

	
the
 Participant becoming Disabled;


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

	
the
 Participant’s attainment of age 591⁄2; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
the
 Participant’s Hardship (as defined in Section 8.6). 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Corrective distributions.
 Nothing in this Article 8 precludes the Plan Administrator from making a
 distribution to a Participant, to the extent such distribution is made to
 correct a qualification defect in accordance with the corrective procedures
 under the IRS’ voluntary compliance programs. Thus, for example, nothing in
 this Article 8 would preclude the Plan from making a corrective distribution
 to an Employee who received contributions under the Plan prior to becoming an
 Eligible Participant. Any such distribution must be made in accordance with
 the correction procedures applicable under the IRS’ voluntary correction
 programs. 


	
 

	
 

	
 


	
8.6

	
Hardship Distribution.
 To the extent permitted under Part 10 of the Agreement, a Participant may
 receive an in-service distribution on account of a Hardship. The Employer may
 elect under Part 10, #38.c. of the Agreement [Part 10, #56.c. of the 401(k)
 Agreement] to permit a Hardship distribution only if the Participant
 satisfies the safe harbor Hardship requirements under subsection (a) below.
 Alternatively, the Employer may elect under Part 10, #38.d. of the Agreement
 [Part 10, #56.d. of the 401(k) Agreement] to permit a Hardship distribution
 of Employer Contributions (other than Section 401(k) Deferrals) in accordance
 with the requirements of subsection (b) below. A Hardship distribution of
 Section 401(k) Deferrals must meet the requirements of a safe harbor
 Hardship as described under subsection (a) below. A Hardship distribution
 under this Section 8.6 is not available for QNECs, QMACs or Safe Harbor
 Contributions. 


	
 

	
 


	
 

	
(a)

	
Safe harbor Hardship distribution.
 To qualify for a safe harbor Hardship, a Participant must demonstrate an
 immediate and heavy financial need, as described in subsection (1), and must
 satisfy the conditions described in subsection (2). 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Immediate and heavy financial need. To be
 considered an immediate and heavy financial need, the Hardship distribution
 must be made on account of one of the following events: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i) 

	
the incurrence
 of medical expenses (as described in §213(d) of the Code), of the
 Participant, the Participant’s spouse or dependents; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii) 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii) 

	
payment of
 tuition and related educational fees (including room and board) for the next
 12 months of post-secondary education for the Participant, the Participant’s
 spouse, children or dependents; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv) 

	
to prevent
 the eviction of the Participant from, or a foreclosure on the mortgage of,
 the Participant’s principal residence; or 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v) 

	
any other
 event that the IRS recognizes as a safe harbor Hardship distribution event
 under ruling, notice or other guidance of general applicability. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
A
 Participant must provide the Plan Administrator with a written request for a
 Hardship distribution. The Plan Administrator may require written
 documentation, as it deems necessary, to sufficiently document the existence
 of a proper Hardship event.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Conditions for taking a safe harbor Hardship withdrawal.
 A Participant may receive a safe harbor Hardship withdrawal only if all of
 the following conditions are satisfied. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i) 

	
The
 Participant has obtained all available distributions, other than Hardship
 distributions, and all nontaxable loans under the Plan and all other
 qualified plans maintained by the Employer. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii) 

	
The
 Participant is suspended from making any Section 401(k) Deferrals (and any
 Employee After-Tax Contributions) under the Plan or any other plans (other
 than welfare benefit plans) maintained by the Employer for 12 months after
 the receipt of the Hardship distribution. 








	
 

	
 


	



	
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(iii) 

	
The
 distribution is not in excess of the amount of the immediate and heavy
 financial need (including amounts necessary to pay any federal, state or
 local income taxes or penalties reasonably anticipated to result from the
 distribution). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv) 

	
The
 limitation on Elective Deferrals under Code §402(g) for the Participant for
 the taxable year immediately following the taxable year of the Hardship
 distribution is reduced by the amount of any Elective Deferrals the
 Participant made during the taxable year of the Hardship distribution. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Non-safe harbor Hardship distribution.
 The Employer may elect under Part 10, #38.d. of the Agreement [Part 10,
 #56.d. of the 401(k) Agreement] to permit a Hardship distribution of Employer
 Contributions (other than Section 401(k) Deferrals) on account of an
 immediate and heavy financial need (as described in subsection (a)(1) above),
 but without regard to the requirements of subsection (a)(2) above. Solely for
 the purpose of applying this subsection (b), a Hardship distribution will be
 on account of an immediate and heavy financial need if such Hardship
 distribution is made to pay for funeral expenses for a family member of the
 Participant or upon the Participant’s Disability. The Employer may add other
 permitted Hardship events under Part 10, #39.d. of the Nonstandardized
 Agreement [Part 10, #57.d. of the Nonstandardized 401(k) Agreement]. A
 non-safe harbor Hardship distribution is not available for Section 401(k)
 Deferrals, QNECs, QMACs, or Safe Harbor Contributions. 


	
 

	
 

	
 


	
 

	
(c)

	
Amount available for distribution.
 A Participant may receive a Hardship distribution of any portion of his/her
 vested Employer Contribution Account or Employer Matching Contribution
 Account (including earnings thereon), as permitted under Part 10 of the
 Agreement. A Participant may receive a Hardship distribution of any portion
 of his/her Section 401(k) Deferral Account, if permitted under Part 10 of the
 Agreement, provided such distribution, when added to other Hardship
 distributions from Section 401(k) Deferrals, does not exceed the total
 Section 401(k) Deferrals the Participant has made to the Plan (increased by
 income allocable to such Section 401(k) Deferrals that was credited by the
 later of December 31, 1988 or the end of the last Plan Year ending before
 July 1, 1989). A Participant may not receive a Hardship distribution from
 his/her QNEC Account, QMAC Account, Safe Harbor Nonelective Contribution
 Account or Safe Harbor Matching Contribution Account. 


	
 

	
 

	
 


	
8.7

	
Participant Consent.
 If the value of a Participant’s entire vested Account Balance exceeds $5,000
 (as determined in accordance with Section 8.3(e)), the Participant must
 consent to any distribution of such Account Balance prior to his/her Required
 Beginning Date (as defined in Section 10.3(a)). The Employer may modify this
 provision under Part 9, #37.b. of the Agreement [Part 9, #55.b. of the 401(k)
 Agreement] to provide for automatic distribution to a terminated Participant
 (or Beneficiary) as of the date the Participant attains (or would have
 attained if not deceased) the later of Normal Retirement Age or age 62. A
 Participant must consent in writing to a distribution under this Section 8.7
 within the 90-day period ending on the Distribution Commencement Date (as
 defined in Section 22.56). If the Participant is subject to the Joint and
 Survivor Annuity requirements under Article 9 of this Plan, the Participant’s
 spouse (if the Participant is married at the time of the distribution) also
 must consent to the distribution in accordance with Section 9.2. If the
 distribution is an Eligible Rollover Distribution, the Participant must also
 direct the Plan Administrator as to whether he/she wants a Direct Rollover
 and if so, the name of the Eligible Retirement Plan to which the distribution
 will be made. (See Section 8.8 for more information regarding the Direct
 Rollover rules.) 


	
 

	
 


	
 

	
(a)

	
Participant notice.
 Prior to receiving a distribution from the Plan, the Participant must be
 notified of his/her right to defer any distribution from the Plan in
 accordance with the provisions under Article 10 of this BPD. The notification
 shall include a general description of the material features and the relative
 values of the optional forms of benefit available under the Plan (consistent
 with the requirements under Code §417(a)(3)). The notice must be provided no
 less than 30 days and no more than 90 days prior to the Participant’s
 Distribution Commencement Date. However, distribution may commence less than
 30 days after the notice is given, if the Participant is clearly informed of
 his/her right to take 30 days after receiving the notice to decide whether or
 not to elect a distribution (and, if applicable, a particular distribution
 option), and the Participant, after receiving the notice, affirmatively
 elects to receive the distribution prior to the expiration of the 30-day
 minimum period. (But see Section 9.5(a) for the rules regarding the timing of
 distributions when the Joint and Survivor Annuity requirements apply.) The
 notice requirements described in this paragraph may be satisfied by providing
 a summary of the required information, so long as the conditions described in
 applicable regulations for the provision of such a summary are satisfied, and
 the full notice is also provided (without regard to the 90-day period
 described in this subsection). 


	
 

	
 

	
 


	
 

	
(b)

	
Special rules. The
 consent rules under this Section 8.7 apply to distributions made after the
 Participant’s termination of employment and to distributions made prior to
 the Participant’s termination of employment. However, the consent of the
 Participant (and the Participant’s spouse, if applicable) shall not be
 required to the extent that a distribution is made:


	
 

	
 

	
 


	
 

	
 

	
(1) 

	
to satisfy
 the required minimum distribution rules under Article 10; 








	
 

	
 


	



	
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(2) 

	
to satisfy
 the requirements of Code §415, as described in Article 7; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
to correct
 Excess Deferrals, Excess Contributions or Excess Aggregate Contributions, as
 described in Article 17. 


	
 

	
 

	
 

	
 


	
 

	
 

	
In addition,
 if distributions are being made on account of the termination of the Plan,
 and an annuity option is not available under the Plan, the Participant’s
 Account Balance will, without the Participant’s consent, be distributed to
 the Participant, without regard to the value of the Participant’s vested
 Account Balance, unless the Employer (or any Related Employer) maintains
 another Defined Contribution Plan (other than an employee stock ownership
 plan as defined in Code §4975(e)(7)). If the Employer or any Related Employer
 maintains another Defined Contribution Plan (other than an employee stock
 ownership plan), then the Participant’s Account Balance will be transferred,
 without the Participant’s consent, to the other plan, if the Participant does
 not consent to an immediate distribution (to the extent consent to an
 immediate distribution is otherwise required under this Section 8.7).


	
 

	
 

	
 


	
8.8

	
Direct Rollovers.
 This Section 8.8 applies to distributions made on or after January 1, 1993.
 Notwithstanding any provision in the Plan to the contrary, a Participant may
 elect to have all or any portion of an Eligible Rollover Distribution paid
 directly to an Eligible Retirement Plan in a Direct Rollover. If a
 Participant elects a Direct Rollover of only a portion of an Eligible
 Rollover Distribution, the Plan Administrator may require that the amount
 being rolled over equals at least $500.


	
 

	
 


	
 

	
For purposes
 of this Section 8.8, a Participant includes a Participant or former
 Participant. In addition, this Section applies to any distribution from the
 Plan made to a Participant’s surviving spouse or to a Participant’s spouse or
 former spouse who is the Alternate Payee under a QDRO, as defined in Section
 22.151.


	
 

	
 


	
 

	
If it is reasonable
 to expect (at the time of the distribution) that the total amount the
 Participant will receive as a distribution during the calendar year will
 total less than $200, the Employer need not offer the Participant a Direct
 Rollover option with respect to such distribution.


	
 

	
 


	
 

	
(a)

	
Eligible Rollover Distribution.
 An Eligible Rollover Distribution is any distribution of all or any portion
 of a Participant’s Account Balance, except for the following distributions:


	
 

	
 

	
 


	
 

	
 

	
(1) 

	
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 Participant or the joint lives (or joint Life Expectancies) of the
 Participant and the Participant’s Beneficiary, or for a specified period of
 ten years or more; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

	
any
 distribution to the extent such distribution is a required minimum
 distribution under Article 10; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
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); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4) 

	
an
 in-service Hardship withdrawal of Section 401(k) Deferrals, as described in
 subsection (e) below; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5) 

	
a
 distribution made to satisfy the requirements of Code §415, as described in
 Article 7, or a distribution to correct Excess Deferrals, Excess
 Contributions or Excess Aggregate Contributions, as described in Article 17. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Eligible Retirement Plan.
 An Eligible Retirement Plan is: 


	
 

	
 

	
 


	
 

	
 

	
(1) 

	
an
 individual retirement account described in §408(a) of the Code; 


	
 

	
 

	
 


	
 

	
 

	
(2) 

	
an
 individual retirement annuity described in §408(b) of the Code;  


	
 

	
 

	
 


	
 

	
 

	
(3) 

	
an
 annuity plan described in §403(a) of the Code; or  


	
 

	
 

	
 


	
 

	
 

	
(4) 

	
 a qualified plan
 described in §401(a) of the Code. 


	
 

	
 

	
 

	
 


	
 

	
 

	
However, in
 the case of an Eligible Rollover Distribution to a surviving spouse, an
 Eligible Retirement Plan is only an individual retirement account or
 individual retirement annuity.


	
 

	
 

	
 


	
 

	
(c)

	
Direct Rollover. A
 Direct Rollover is a payment made directly from the Plan to the Eligible
 Retirement Plan specified by the Participant. The Plan Administrator may
 develop reasonable procedures for accommodating Direct Rollover requests. 








	
 

	
 


	



	
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(d)

	
Direct Rollover notice.
 A Participant entitled to an Eligible Rollover Distribution must receive a
 written explanation of his/her right to a Direct Rollover, the tax
 consequences of not making a Direct Rollover, and, if applicable, any
 available special income tax elections. The notice must be provided within
 the same 30 – 90 day timeframe applicable to the Participant consent notice
 under Section 8.7(a). The Direct Rollover notice must be provided to all
 Participants, unless the total amount the Participant will receive as a
 distribution during the calendar year is expected to be less than $200. 


	
 

	
 

	
 


	
 

	
 

	
If a
 Participant terminates employment with a total vested Account Balance of
 $5,000 or less (as determined under Section 8.3(e)) and the Participant does
 not respond to the Direct Rollover notice indicating whether a Direct
 Rollover is desired and the name of the Eligible Retirement Plan to which the
 Direct Rollover is to be made, the Plan Administrator will distribute the
 Participant’s entire vested Account Balance (in accordance with Section
 8.3(b)) no earlier than 30 days and no later than 90 days following the
 provision of the notice under Section 8.7. The notice will describe the
 procedures for making a default distribution under this paragraph, including
 any rules for making a default Direct Rollover to an IRA. Any default
 provisions described under the notice must be applied uniformly and in a
 nondiscriminatory manner. If the notice provides for a default Direct Rollover,
 the default distribution will be made as a Direct Rollover to the IRA
 designated under the notice. The notice must contain pertinent information
 regarding the Direct Rollover, including the name, address, and telephone
 number of the IRA trustee and information regarding IRA maintenance and
 withdrawal fees and how the IRA funds will be invested. The notice will
 describe the timing of the Direct Rollover and the Participant’s ability to
 affirmatively opt out of the Direct Rollover. The selection of an IRA
 trustee, custodian or issuer and the selection of IRA investments for
 purposes of a default Direct Rollover constitutes a fiduciary act subject to
 the general fiduciary standards and prohibited transaction provisions of
 ERISA.


	
 

	
 

	
 


	
 

	
(e)

	
Special rules for Hardship withdrawals of
 Section 401(k) Deferrals. A Hardship withdrawal of
 Section 401(k) Deferrals (as described in Code §401(k)(2)(B)(i)(IV)) is not
 an Eligible Rollover Distribution to the extent such withdrawal is made after
 December 31, 1998 or, if later, the first day (but not later than January 1,
 2000) that the Plan Administrator begins to treat such Hardship withdrawals
 as ineligible for rollover. Subject to any contrary pronouncement under
 statute, regulation or IRS guidance, the Employer may treat a Hardship
 withdrawal of Section 401(k) Deferrals as an Eligible Rollover Distribution
 if the Participant otherwise satisfies a non-Hardship distribution event
 described in Code §401(k)(2) or (10) at the time of the withdrawal,
 regardless of whether the Plan’s procedures characterizes such distribution
 as a Hardship withdrawal. 


	
 

	
 

	
 


	
8.9

	
Sources of Distribution.
 Unless provided otherwise in separate administrative provisions adopted by
 the Plan Administrator, in applying the distribution provisions under this
 Article 8, distributions will be made on a pro rata basis from all Accounts
 from which a distribution is permitted under this Article. Alternatively, the
 Plan Administrator may permit Participants to direct the Plan Administrator
 as to which Account the distribution is to be made. Regardless of a
 Participant’s direction as to the source of any distribution, the tax effect
 of such a distribution will be governed by Code §72 and the regulations
 thereunder. 


	
 

	
 


	
 

	
(a)

	
Exception for Hardship withdrawals.
 If the Plan permits a Hardship withdrawal from both Section 401(k) Deferrals
 and Employer Contributions, a Hardship distribution will first be treated as
 having been made from a Participant’s Employer Contribution Account and then
 from the Employer’s Matching Contribution Account, to the extent such
 Hardship distribution is available with respect to such Accounts. Only when
 all available amounts have been exhausted under the Participant’s Employer
 Contribution Account and/or Employer Matching Contribution Account will a
 Hardship distribution be made from a Participant’s Section 401(k) Deferral
 Account. The Plan Administrator may modify this provision in separate
 administrative procedures. 


	
 

	
 

	
 


	
 

	
(b)

	
In-kind distributions.
 Nothing in this Article precludes the Plan Administrator from making a
 distribution in the form of property, or other in-kind distribution








	
 

	
 


	




	
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ARTICLE 9

JOINT AND SURVIVOR ANNUITY REQUIREMENTS


	
 

	
 

	
 

	
 


	
This Article provides rules concerning the application of the Joint
 and Survivor Annuity requirements under this Plan. If the Plan is a profit
 sharing plan or a 401(k) plan, Part 11, #41.b. of the Agreement [Part 11,
 #59.b. of the 401(k) Agreement] permits the Employer to apply the Joint and
 Survivor Annuity requirements to all Participants under the Plan. If the
 Employer does not elect to apply the Joint and Survivor Annuity requirements
 to all Participants, the Plan is only subject to the Joint and Survivor
 Annuity requirements to the extent required under Section 9.1(b) of this
 Article. 


	
 


	
9.1

	
Applicability.
 Except as provided in Section 9.6 below, this Article 9 applies to any
 distribution received by a Participant under the money purchase plan
 Agreement or the target benefit plan Agreement. For a profit sharing plan or
 401(k) plan, the following rules apply. 


	
 

	
 


	
 

	
(a)

	
Election to have
 requirements apply. If this Plan is a profit sharing
 plan or a 401(k) plan, and the Employer elects under Part 11, #41.b. of the
 profit sharing plan Agreement or Part 11, #59.b. of the 401(k) Agreement to
 apply the Joint and Survivor Annuity requirements, then this Article 9
 applies in the same manner as it does to a money purchase plan or a target
 benefit plan.


	
 

	
 

	
 


	
 

	
(b)

	
Election to have
 requirements not apply. If this Plan is a profit
 sharing plan or a 401(k) plan, and the Employer elects under Part 11, #41.a.
 of the profit sharing plan Agreement or Part 11, #59.a. of the 401(k)
 Agreement not to apply the Joint and Survivor Annuity requirements, this
 Article 9 generally will not apply to distributions from the Plan. However,
 the rules of this Article 9 will apply to a Participant under the following
 conditions:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
the Participant elects to receive his/her benefit in the form of a
 life annuity (if a life annuity is a permissible distribution option under
 Part 11 of the Agreement); or


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the Participant has received a direct or indirect transfer of benefits
 (other than a Qualified Transfer as defined in Section 3.3(d)) from any plan
 which was subject to the Joint and Survivor Annuity requirements at the time
 of the transfer (but only to such transferred benefits); or


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the Participant’s benefits under the Plan are used to offset the
 benefits under another plan of the Employer that is subject to the Joint and
 Survivor Annuity requirements.


	
 

	
 

	
 

	
 


	
 

	
 

	
Nothing in this subsection (b) prohibits a Plan Administrator from
 developing administrative procedures that apply the spousal consent
 requirements outlined in this Article 9 to a Plan that is not otherwise
 subject to the Joint and Survivor Annuity requirements. For example, the Plan
 Administrator may require under separate administrative procedures to require
 spousal consent to Participant distributions or may in a separate loan
 procedure require spousal consent prior to granting a Participant loan,
 without subjecting the Plan to the Joint and Survivor Annuity requirements.


	
 

	
 

	
 


	
 

	
(c)

	
Accumulated deductible
 employee contributions. For purposes of applying the
 rules under this Section 9.1, any distribution from a separate Account under
 a money purchase plan or a target benefit plan which is attributable solely
 to accumulated deductible employee contributions, as defined in Code
 §72(o)(5)(B), is treated as a distribution from a profit sharing plan or
 401(k) plan for which the rules under subsection (b) above apply.


	
 

	
 

	
 


	
9.2

	
Qualified Joint and
 Survivor Annuity (QJSA). If the Joint and Survivor
 Annuity requirements apply to a Participant, any distribution from the Plan
 to that Participant must be in the form of a QJSA (as defined in Section
 9.4(a)), unless the Participant (and the Participant’s spouse, if the
 Participant is married) elects to receive the distribution in an alternative
 form, as authorized under Part 11 of the Agreement. Any election of an
 alternative form of distribution must be pursuant to a Qualified Election.
 Only the Participant needs consent (pursuant to Section 8.7) to the
 commencement of a distribution in the form of a QJSA. 


	
 

	
 


	
9.3

	
Qualified
 Preretirement Survivor Annuity (QPSA). If the Joint
 and Survivor Annuity requirements apply to a Participant who dies before the
 Distribution Commencement Date, the spouse of that Participant is entitled to
 receive a QPSA (as defined in Section 9.4(b)), unless the Participant and
 spouse have waived the QPSA pursuant to a Qualified Election. The Employer
 may elect under Part 11, #41.c. of the Agreement [Part 11, #59.c. of the 401(k)
Agreement] that a surviving spouse is not entitled to a QPSA benefit if
 the Participant and surviving spouse were not married throughout the one year
 period ending on the date of the Participant’s death. Any portion of a
 Participant’s vested Account Balance that is not payable to the surviving
 spouse as a QPSA (or other form elected by the surviving spouse) constitutes
 a non-QPSA death benefit and is payable under the rules described in Section
 8.4. 








	
 

	
 


	



	
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9.4

	
Definitions. 


	
 

	
 


	
 

	
(a)

	
Qualified Joint and
 Survivor Annuity (QJSA). A QJSA is an immediate
 annuity payable over the life of the Participant with a survivor annuity
 payable over the life of the spouse. If the Participant is not married as of
 the Distribution Commencement Date, the QJSA is an immediate annuity payable
 over the life of the Participant. The survivor annuity must provide for
 payments to the surviving spouse equal to 50% of the payments that the
 Participant is entitled under the annuity during the joint lives of the
 Participant and the spouse. The Employer may elect under Part 11, #41.b. of
 the Agreement [Part 11, #59.b. of the 401(k) Agreement] to make payments to
 the surviving spouse equal to 100%, 75% or 66-2/3% (instead of 50%) of the
 payments the Participant is entitled to under the annuity.


	
 

	
 

	
 


	
 

	
(b)

	
Qualified
 Preretirement Survivor Annuity (QPSA). A QPSA is an
 annuity payable over the life of the surviving spouse that is purchased using
 50% of the Participant’s vested Account Balance as of the date of death. The
 Employer may elect under Part 11, #41.b. of the Agreement [Part 11, #59.b. of
 the 401(k) Agreement] to provide a QPSA equal to 100% (instead of 50%) of the
 Participant’s vested Account Balance. The remaining vested Account Balance
 will be distributed in accordance with the death distribution provisions
 under Section 8.4. To the extent the Participant’s vested Account Balance is
 derived from Employee After-Tax Contributions, the QPSA will share in the
 Employee After-Tax Contributions in the same proportion as the Employee
 After-Tax Contributions bear to the total vested Account Balance of the
 Participant.


	
 

	
 

	
 


	
 

	
 

	
The surviving spouse may elect to have the QPSA distributed at any
 time following the Participant’s death (subject to the required minimum
 distribution rules under Article 10) and may elect to receive distribution in
 any form permitted under Section 8.1 of the Plan. If the surviving spouse
 fails to elect distribution upon the Participant’s death, the QPSA benefit
 will be distributed in accordance with Section 8.4.


	
 

	
 

	
 


	
 

	
(c)

	
Distribution
 Commencement Date. The Distribution Commencement
 Date is the date an Employee commences distributions from the Plan. If a
 Participant commences distribution with respect to a portion of his/her
 Account Balance, a separate Distribution Commencement Date applies to any
 subsequent distribution. If distribution is made in the form of an annuity,
 the Distribution Commencement Date is the first day of the first period for
 which annuity payments are made.


	
 

	
 

	
 


	
 

	
(d)

	
Qualified Election.
 A Participant (and the Participant’s spouse) may waive the QJSA or QPSA
 pursuant to a Qualified Election. If it is established to the satisfaction of
 a plan representative that there is no spouse or that the spouse cannot be
 located, any waiver signed by the Participant is deemed to be a Qualified
 Election. For this purpose, a Participant will be deemed to not have a spouse
 if the Participant is legally separated or has been abandoned and the
 Participant has a court order to such effect. However, a former spouse of the
 Participant will be treated as the spouse or surviving spouse and any current
 spouse will not be treated as the spouse or surviving spouse to the extent
 provided under a QDRO.


	
 

	
 

	
 


	
 

	
 

	
A Qualified Election is a written election signed by both the
 Participant and the Participant’s spouse (if applicable) that specifically
 acknowledges the effect of the election. The spouse’s consent must be
 witnessed by a plan representative or notary public. In the case of a waiver
 of the QJSA, the election must designate an alternative form of benefit
 payment that may not be changed without spousal consent (unless the spouse
 enters into a general consent agreement expressly permitting the Participant
 to change the form of payment without any further spousal consent). In the
 case of a waiver of the QPSA, the election must be made within the QPSA
 Election Period and the election must designate a specific alternate
 Beneficiary, including any class of Beneficiaries or any contingent
 Beneficiaries, which may not be changed without spousal consent (unless the
 spouse enters into a general consent agreement expressly permitting the
 Participant to change the Beneficiary designation without any further spousal
 consent).


	
 

	
 

	
 


	
 

	
 

	
Any consent by a spouse under a Qualified Election (or a
 determination that the consent of a spouse is not required) shall be
 effective only with respect to such spouse. If the Qualified Election permits
 the Participant to change a payment form or Beneficiary designation without
 any further consent by the spouse, the Qualified Election must acknowledge
 that the spouse has the right to limit consent to a specific form of benefit
 or a specific Beneficiary, as applicable, and that the spouse voluntarily
 elects to relinquish either or both of such rights. A Participant or spouse
 may revoke a prior waiver of the QPSA benefit at any time before the
 Commencement of benefits. Spousal consent is not required for a Participant
 to revoke a prior QPSA waiver. No consent obtained under this provision shall
 be valid unless the Participant has received notice as provided in Section
 9.5 below.


	
 

	
 

	
 


	
 

	
(e)

	
QPSA Election
 Period. A Participant (and the Participant’s spouse)
 may waive the QPSA at any time during the QPSA Election Period. The QPSA
 Election Period is the period beginning on the first day of the Plan Year in
 which the Participant attains age 35 and ending on the date of the
 Participant’s death. If a Participant separates from service prior to the
 first day of the Plan Year in which age 35 is attained, with respect to the
 Account Balance as of the date of separation, the QPSA Election Period begins
 on the date of separation.








	
 

	
 


	



	
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(f)

	
Pre-Age 35 Waiver.
 A Participant who has not yet attained age 35 as of the end of a Plan Year
 may make a special Qualified Election to waive, with spousal consent, the
 QPSA for the period beginning on the date of such election and ending on the
 first day of the Plan Year in which the Participant will attain age 35. Such
 election is not valid unless the Participant receives the proper notice
 required under Section 9.5 below. QPSA coverage is automatically reinstated
 as of the first day of the Plan Year in which the Participant attains age 35.
 Any new waiver on or after such date must satisfy all the requirements for a
 Qualified Election. 


	
 

	
 

	
 


	
9.5

	
Notice Requirements. 


	
 

	
 


	
 

	
(a)

	
QJSA.
 In the case of a QJSA, the Plan Administrator shall provide each Participant with
 a written explanation of: (1) the terms and conditions of the QJSA; (2) the
 Participant’s right to make and the effect of an election to waive the QJSA
 form of benefit; (3) the rights of the Participant’s spouse; and (4) the
 right to make, and the effect of, a revocation of a previous election to
 waive the QJSA. The notice must be provided to each Participant under the
 Plan no less than 30 days and no more than 90 days prior to the Distribution
 Commencement Date. 


	
 

	
 

	
 


	
 

	
 

	
A Participant may commence receiving a distribution in a form other
 than a QJSA less than 30 days after receipt of the written explanation
 described in the preceding paragraph provided: (1) the Participant has been
 provided with information that clearly indicates that the Participant has at
 least 30 days to consider whether to waive the QJSA and elect (with spousal
 consent) a form of distribution other than a QJSA; (2) the Participant is
 permitted to revoke any affirmative distribution election at least until the
 Distribution Commencement Date or, if later, at any time prior to the
 expiration of the 7-day period that begins the day after the explanation of
 the QJSA is provided to the Participant; and (3) the Distribution
 Commencement Date is after the date the written explanation was provided to
 the Participant. For distributions on or after December 31, 1996, the
 Distribution Commencement Date may be a date prior to the date the written
 explanation is provided to the Participant if the distribution does not
 commence until at least 30 days after such written explanation is provided,
 subject to the waiver of the 30-day period.


	
 

	
 

	
 


	
 

	
(b)

	
QPSA.
 In the case of a QPSA, the Plan Administrator shall provide each Participant
 within the applicable period for such Participant a written explanation of
 the QPSA in such terms and in such manner as would be comparable to the
 explanation provided for the QJSA in subsection (a) above. The applicable
 period for a Participant is whichever of the following periods ends last: (1)
 the period beginning with the first day of the Plan Year in which the
 Participant attains age 32 and ending with the close of the Plan Year
 preceding the Plan Year in which the Participant attains age 35; (2) a
 reasonable period ending after the individual becomes a Participant; or (3) a
 reasonable period ending after the joint and survivor annuity requirements
 first apply to the Participant. Notwithstanding the foregoing, notice must be
 provided within a reasonable period ending after separation from service in
 the case of a Participant who separates from service before attaining age 35.
 


	
 

	
 

	
 


	
 

	
 

	
For purposes of applying the preceding paragraph, a reasonable period
 ending after the enumerated events described in (2) and (3) is the end of the
 two-year period beginning one year prior to the date the applicable event
 occurs, and ending one year after that date. In the case of a Participant who
 separates from service before the Plan Year in which age 35 is attained,
 notice shall be provided within the two-year period beginning one year prior
 to separation and ending one year after separation. If such a Participant
 thereafter returns to employment with the employer, the applicable period for
 such Participant shall be redetermined.


	
 

	
 

	
 


	
9.6

	
Exception to the
 Joint and Survivor Annuity Requirements. Except as
 provided in Section 9.7, this Article 9 does not apply to any Participant who
 has not earned an Hour of Service with the Employer on or after August 23,
 1984. In addition, if, as of the Distribution Commencement Date, the
 Participant’s vested Account Balance (for pre-death distributions) or the
 value of the QPSA death benefit (for post-death distributions) does not
 exceed $5,000, the Participant or surviving spouse, as applicable, will
 receive a lump sum distribution pursuant to Section 8.4(b)(1), in lieu of any
 QJSA or QPSA benefits. (See Section 8.3(e) for special rules for calculating
 the value of a Participant’s vested Account Balance.)


	
 

	
 


	
9.7

	
Transitional Rules.
 Any living Participant not receiving benefits on August 23, 1984, who would otherwise
 not receive the benefits prescribed under this Article 9 must be given the
 opportunity to elect to have the preceding provisions of this Article 9 apply
 if such Participant is credited with at least one Hour of Service under this
 Plan or a predecessor plan in a Plan Year beginning on or after January 1,
 1976, and such Participant had at least 10 years of vesting service when he
 or she separated from service. The Participant must be given the opportunity
 to elect to have this Article 9 apply during the period commencing on August
 23, 1984, and ending on the date benefits would otherwise commence to such
 Participant. A Participant described in this paragraph who has not elected to
 have this Article 9 apply is subject to the rules in this Section 9.7 instead.
 Also, a Participant who does not qualify to elect to have this Article 9
 apply because such Participant does not have at least 10 Years of Service for
 vesting purposes is subject to the rules of this Section 9.7.








	
 

	
 


	



	
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Any living Participant not receiving benefits on August 23, 1984, who
 was credited with at least one Hour of Service under this Plan or a
 predecessor plan on or after September 2, 1974, and who is not otherwise
 credited with any service in a Plan Year beginning on or after January 1,
 1976, must be given the opportunity to have his/her benefits paid in
 accordance with the following paragraph. The Participant must be given the
 opportunity to elect to have this Section 9.7 apply (other than the first
 paragraph of this Section) during the period commencing on August 23, 1984,
 and ending on the date benefits would otherwise commence to such Participant.
 


	
 

	
 


	
 

	
If, under either of the preceding two paragraphs, a Participant is
 subject to this Section 9.7, the following rules apply. 


	
 

	
 


	
 

	
(a)

	
Automatic joint and
 survivor annuity. If benefits in the form of a life
 annuity become payable to a married Participant who: 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
begins to receive payments under the Plan on or after Normal
 Retirement Age;


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
dies on or
 after Normal Retirement Age while still working for the Employer;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
begins to
 receive payments on or after the Qualified Early Retirement Age; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
separates from service on or after attaining Normal Retirement Age
 (or the Qualified Early Retirement Age) and after satisfying the eligibility
 requirements for the payment of benefits under the plan and thereafter dies
 before beginning to receive such benefits;


	
 

	
 

	
 

	
 


	
 

	
 

	
then such benefits will be received under this plan in the form of a
 QJSA, unless the Participant has elected otherwise during the election
 period. For this purpose, the election period must begin at least 6 months
 before the participant attains Qualified Early Retirement Age and end not
 more than 90 days before the Commencement of benefits. Any election hereunder
 will be in writing and may be changed by the Participant at any time.


	
 

	
 

	
 


	
 

	
(b)

	
Election of early
 survivor annuity. A Participant who is employed
 after attaining the Qualified Early Retirement Age will be given the
 opportunity to elect, during the election period, to have a survivor annuity
 payable on death. If the Participant elects the survivor annuity, payments
 under such annuity must not be less than the payments that would have been
 made to the spouse under the QJSA if the Participant had retired on the day
 before his or her death. Any election under this provision will be in writing
 and may be changed by the Participant at any time. For this purpose, the
 election period begins on the later of (1) the 90th day before the Participant
 attains the Qualified Early Retirement Age, or (2) the date on which
 participation begins, and ends on the date the Participant terminates
 employment.


	
 

	
 

	
 


	
 

	
(c)

	
Qualified Early Retirement Age.
 The Qualified Early Retirement Age is the latest of:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
the earliest
 date, under the plan, on which the Participant may elect to receive
 retirement benefits,


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the first
 day of the 120th month beginning before the Participant reaches Normal
 Retirement Age, or


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the date the
 Participant begins participation under the Plan.








	
 

	
 


	



	
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ARTICLE 10

REQUlRED DlSTRlBUTIONS


	
 

	
 

	
 

	
 


	
This Article provides for the required commencement of distributions
 upon certain events. In addition, this Article places limitations on the
 period over which distributions may be made to a Participant or Beneficiary.
 To the extent the distribution provisions of this Plan, particularly Articles
 8 and 9, are inconsistent with the provisions of this Article 10, the
 provisions of this Article control. Part 13 of the Agreement contains
 specific elections for applying the rules under this Article 10. 


	
 


	
10.1

	
Required Distributions Before Death. 


	
 

	
 


	
 

	
(a)

	
Deferred distributions.
 A Participant must be permitted to receive a distribution from the Plan no
 later than the 60th day after the latest of the close of the Plan Year in
 which:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
the
 Participant attains age 65 (or Normal Retirement Age, if earlier);


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
occurs the
 10th anniversary of the year in which the Participant commenced participation
 in the Plan; or,


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the
 Participant terminates service with the Employer.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Required minimum
 distributions. The entire interest of a Participant
 must be distributed or begin to be distributed no later than the
 Participant’s Required Beginning Date (as defined in Section 10.3(a)) over
 one of the following periods (or a combination thereof):


	
 

	
 

	
 


	
 

	
 

	
(1)

	
the life of
 the Participant,


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the life of
 the Participant and a Designated Beneficiary,


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
a period
 certain not extending beyond the Life Expectancy of the Participant, or


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
a period
 certain not extending beyond the joint and last survivor Life Expectancy of
 the Participant and a Designated Beneficiary.


	
 

	
 

	
 

	
 


	
 

	
 

	
If the Participant’s interest is to be distributed over a period
 designated under subsection (3) or (4) above, the amount required to be
 distributed for each calendar year must at least equal the quotient obtained
 by dividing the Participant’s Benefit (as determined under Section 10.3(g))
 by the lesser of (i) the Applicable Life Expectancy or (ii) if the
 Participant’s Designated Beneficiary is not his/her spouse, the minimum
 distribution incidental benefit factor set forth in Q&A-4 of Prop. Treas.
 Reg. §401 (a)(9)-2. Distributions after the death of the Participant shall
 be determined using the Applicable Life Expectancy as the relevant divisor
 regardless of the Participant’s Designated Beneficiary.


	
 

	
 

	
 


	
 

	
 

	
The minimum distribution required for the Participant’s first
 Distribution Calendar Year must be made on or before the Participant’s
 Required Beginning Date. The minimum distribution for other Distribution
 Calendar Years, including the minimum distribution for the Distribution
 Calendar Year in which the Participant’s Required Beginning Date occurs, must
 be made on or before December 31 of that Distribution Calendar Year.


	
 

	
 

	
 


	
 

	
 

	
If a Participant receives a distribution in the form of an annuity
 purchased from an insurance company, distributions thereunder shall be made
 in accordance with the requirements of Code §401(a)(9) and the regulations
 thereunder. For calendar years beginning before January 1,1989, if the
 Participant’s spouse is not the Designated Beneficiary, the method of
 distribution selected must ensure that at least 50% of the Present Value of
 the amount available for distribution is paid within the life expectancy of
 the Participant.


	
 

	
 

	
 


	
10.2

	
Required Distributions After Death. 


	
 

	
 


	
 

	
(a)

	
Distribution
 beginning before death. If the Participant dies
 after he/she has begun receiving distributions under Section 10.1(b), the
 remaining portion of the Participant’s vested Account Balance shall continue
 to be distributed at least as rapidly as under the method of distribution
 being used prior to the Participant’s death.


	
 

	
 

	
 


	
 

	
(b)

	
Distribution
 beginning after death. Subject to the rules under
 Section 8.4(b), if the Participant dies before receiving distributions under
 Section 10.1(b), distribution of the Participant’s entire vested Account
 Balance shall be completed by December 31 of the calendar year containing the
 fifth anniversary of the Participant’s death, except to the extent an
 election is made to receive distributions in accordance with subsection (1)
 or (2) below.








	
 

	
 


	



	
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(1)

	
To the extent any portion of the Participant’s vested Account Balance
 is payable to a Designated Beneficiary, distributions may be made over the
 life of the Designated Beneficiary or over a period certain not greater than
 the Life Expectancy of the Designated Beneficiary, provided such
 distributions begin on or before December 31 of the calendar year immediately
 following the calendar year in which the Participant died. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
If the Designated Beneficiary is the Participant’s surviving spouse,
 he/she may delay the distribution under subsection (1) until December 31 of
 the calendar year in which the Participant would have attained age 70-1/2, if
 such date is later than the date described in subsection (1). 


	
 

	
 

	
 

	
 


	
 

	
 

	
If the Participant has not made an election pursuant to this
 subsection (b) by the time of his/her death, the Participant’s Designated
 Beneficiary must elect the method of distribution no later than the earlier
 of (1) December 31 of the calendar year in which distributions would be
 required to begin under this subsection (b), or (2) December 31 of the
 calendar year which contains the fifth anniversary of the date of death of
 the Participant. If the Participant has no Designated Beneficiary, or if the
 Designated Beneficiary does not elect a method of distribution, distribution
 of the Participant’s entire interest must be completed by December 31 of the
 calendar year containing the fifth anniversary of the Participant’s death. 


	
 

	
 

	
 


	
 

	
 

	
For purposes of this subsection (b), if the surviving spouse dies
 after the Participant, but before payments to such spouse begin, the
 provisions of this subsection (b), with the exception of subsection (2)
 above, shall be applied as if the surviving spouse were the Participant. 


	
 

	
 

	
 


	
 

	
(c)

	
Treatment of trust
 beneficiaries as Designated Beneficiaries. If a
 trust is properly named as a Beneficiary under the Plan, the beneficiaries of
 the trust will be treated as the Designated Beneficiaries of the Participant
 solely for purposes of determining the distribution period under this Article
 10 with respect to the trust’s interests in the Participant’s vested Account
 Balance. The beneficiaries of a trust will be treated as Designated
 Beneficiaries for this purpose only if, as of the later of the date the trust
 is named as a Beneficiary of the Participant or the Participant’s Required
 Beginning Date (and as of all subsequent periods during which the trust is
 named as a Beneficiary of the Participant), the following requirements are
 met:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
the trust is a valid trust under state law, or would be but for the
 fact there is no corpus; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the trust is irrevocable or will, by its terms, become irrevocable
 upon the death of the Participant; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the beneficiaries of the trust who are beneficiaries with respect to
 the trust’s interests in the Participant’s vested Account Balance are
 identifiable from the trust instrument; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
the Plan Administrator receives the documentation described in
 Question D-7 of Proposed Treas. Reg. §1.401(a)(9)-1, as subsequently amended
 or finally adopted. 


	
 

	
 

	
 

	
 


	
 

	
 

	
If the foregoing requirements are satisfied and the Plan Administrator
 receives such additional information as it may request, the Plan
 Administrator may treat such beneficiaries of the trust as Designated
 Beneficiaries. 


	
 

	
 

	
 


	
 

	
(d)

	
Trust beneficiary
 qualifying for marital deduction. If a Beneficiary
 is a trust (other than an estate marital trust) that is intended to qualify
 for the federal estate tax marital deduction under Code §2056 (“marital
 trust”), then:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
in no event will the annual amount distributed from the Plan to the
 marital trust be less than the greater of: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
all fiduciary accounting income with respect to such Beneficiary’s
 interest in the Plan, as determined by the trustee of the marital trust, or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
the minimum distribution required under this Article 10;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the trustee of the marital trust (or the trustee’s legal
 representative) shall be responsible for calculating the amount to be
 distributed under subsection (1) above and shall instruct the Plan
 Administrator in writing to distribute such amount to the marital trust; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the trustee of the marital trust may from time to time notify the
 Plan Administrator in writing to accelerate payment of all or any part of the
 portion of such Beneficiary’s interest that remains to be distributed, and
 may also notify the Plan Administrator to change the frequency of
 distributions (but not less often than annually); and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
the trustee of the marital trust shall be responsible for
 characterizing the amounts so distributed form the Plan as income or
 principle under applicable state laws. 








	
 

	
 


	



	
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10.3

	
Definitions. 


	
 

	
 


	
 

	
(a)

	
Required Beginning
Date. A Participant’s Required Beginning Date is the
date designated under subsection (1)(i) or (ii) below, as applicable, unless
the Employer elects under Part 13, #52 of the Agreement [Part 13, #70 of the
401(k) Agreement] to apply the Old-Law Required Beginning Date, as
described in subsection (2) below. If the Employer does not select the
Old-Law Required Beginning Date under Part 13, #52 of the Agreement [Part 13,
#70 of the 401(k) Agreement], the Required Beginning Date rules under
subsection (1) below apply. (But see Section 10.4 for special rules dealing
with operational compliance with the GUST Legislation.) 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
“New-law” Required Beginning Date.
If the Employer does not elect to apply the Old-Law Required Beginning Date
under Part 13, #52 of the Agreement [Part 13, #70 of the 401(k) Agreement], a
Participant’s Required Beginning Date under the Plan is: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
For Five-Percent Owners.
 April 1 that follows the end of the calendar year in which the Participant
 attains age 70-1/2.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
For Participants other than Five-Percent
 Owners. April 1 that follows the end of the calendar
 year in which the later of the following two events occurs:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
the Participant attains age 70-1/2 or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
the Participant retires.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If a Participant is not a Five-Percent Owner for the Plan Year that
 ends with or within the calendar year in which the Participant attains age
 70-1/2, and the Participant has not retired by the end of such calendar year,
 his/her Required Beginning Date is April 1 that follows the end of the first
 subsequent calendar year in which the Participant becomes a Five-Percent
 Owner or retires.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
A Participant may begin in-service distributions prior to his/her
 Required Beginning Date only to the extent authorized under Article 10 and
 Part 9 of the Agreement. However, if this Plan were amended to add the
 Required Beginning Date rules under this subsection (1), a Participant who
 attained age 70-1/2 prior to January 1, 1999 (or, if later, January 1
 following the date the Plan is first amended to contain the Required
 Beginning Date rules under this subsection (1)) may receive in-service
 minimum distributions in accordance with the terms of the Plan in existence
 prior to such amendment.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Old-Law Required Beginning Date.
 If the Old-Law Required Beginning Date is elected under Part 13, #52 of the
 Agreement [Part 13, #70 of the 401(k) Agreement], the Required Beginning Date
 for all Participants will be determined under subsection (1)(i) above,
 without regard to the rule in subsection (1)(ii). The Required Beginning Date
 for all Participants under the Plan will be April 1 of the calendar year
 following attainment of age 70-1/2.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Five-Percent Owner.
 A Participant is a Five-Percent Owner for purposes of this Section if such
 Participant is a Five-Percent Owner (as defined in Section 22.88) at any time
 during the Plan Year ending with or within the calendar year in which the
 Participant attains age 70-1/2. Once distributions have begun to a
 Five-Percent Owner under this Article, they must continue to be distributed,
 even if the Participant ceases to be a Five-Percent Owner in a subsequent
 year.


	
 

	
 

	
 


	
 

	
(c)

	
Designated
 Beneficiary. A Beneficiary designated by the
 Participant (or the Plan), whose Life Expectancy may be taken into account to
 calculate minimum distributions, pursuant to Code §401(a)(9) and the
 regulations thereunder.


	
 

	
 

	
 


	
 

	
(d)

	
Applicable Life
 Expectancy. The determination of the Applicable Life
 Expectancy depends on whether the term certain method or the recalculation
 method is being use to adjust the Life Expectancy in each Distribution
 Calendar Year. The recalculation method may only be used to determine the
 Life Expectancy of the Participant and/or the Participant’s spouse. The
 recalculation method is not available with respect to a nonspousal Designated
 Beneficiary.


	
 

	
 

	
 


	
 

	
 

	
If the Designated Beneficiary is the Participant’s spouse, or if the
 Participant’s (or surviving spouse’s) single life expectancy is the
 Applicable Life Expectancy, the term certain method is used unless the
 recalculation method is elected by the Participant (or by the surviving
 spouse). If the Designated Beneficiary is not the Participant’s spouse, the
 term certain method is used to determine the Life Expectancy of both the
 Participant and the Designated Beneficiary, unless the recalculation method is
 elected by the Participant with respect to his/her Life Expectancy. The term
 certain method will always apply for purposes of determining the








	
 

	
 


	



	
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Applicable Life Expectancy of a nonspousal Designated Beneficiary. An
 election to recalculate Life Expectancy (or the failure to elect
 recalculation) shall be irrevocable as of the Participant’s Required
 Beginning Date as to the Participant (or spouse) and shall apply to all subsequent
 years. 


	
 

	
 

	
 


	
 

	
 

	
If the term certain method is being used, the Life Expectancy
 determined for the first Distribution Calendar Year is reduced by one for
 each subsequent Distribution Year. If the recalculation method is used, the
 following rules apply: 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
If the Life Expectancy is the Participant’s (or surviving spouse’s)
 single Life Expectancy, the Applicable Life Expectancy is redetermined for
 each Distribution Year based on the Participant’s (or surviving spouse’s) age
 on his/her birthday which falls in such year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
If the Life Expectancy is a joint and last survivor Life Expectancy
 based on the ages of the Participant and the Participant’s spouse, and the
 recalculation method is elected with respect to both the Participant and his/her
 spouse, the Applicable Life Expectancy is redetermined for each Distribution
 Year based on the ages of the individuals on their birthdays that fall in
 such year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
If the Life Expectancy is a joint and last survivor Life Expectancy
 based on the ages of the Participant and the Participant’s spouse, and the
 recalculation method is elected with respect to only one such individual, or
 if the Life Expectancy is a joint and last survivor Life Expectancy based on
 the ages of the Participant and a nonspousal Designated Beneficiary, and the
 recalculation method is elected with respect to the Participant, the
 Applicable Life Expectancy is determined in accordance with the procedures
 outlined in Prop. Treas. Reg. §1.401(a)(9)-1, E-8(b), or other applicable
 guidance. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Life Expectancy.
 For purposes of determining a Participant’s required minimum distribution
 amount, Life Expectancy and joint and last survivor Life Expectancy are
 computed using the expected return multiples in Tables V and VI of §1.72-9 of
 the Income Tax Regulations.


	
 

	
 

	
 


	
 

	
(f)

	
Distribution
 Calendar Year. A calendar year for which a minimum
 distribution is required. For distributions beginning before the
 Participant’s death, the first Distribution Calendar Year is the calendar year
 immediately preceding the calendar year that contains the Participant’s
 Required Beginning Date. For distributions beginning after the Participant’s
 death, the first Distribution Calendar Year is the calendar year in which
 distributions are required to begin pursuant to Section 10.2.


	
 

	
 

	
 


	
 

	
(g)

	
Participant’s
 Benefit. For purposes of determining a Participant’s
 required minimum distribution, the Participant’s Benefit is determined based
 on his/her Account Balance as of the last Valuation Date in the calendar year
 immediately preceding the Distribution Calendar Year increased by the amount
 of any contributions or forfeitures allocated to the Account Balance as of
 dates in the Distribution Calendar Year after the Valuation Date and
 decreased by distributions made in the Distribution Calendar Year after the
 Valuation Date.


	
 

	
 

	
 


	
 

	
 

	
If any portion of the minimum distribution for the first Distribution
 Calendar Year is made in the second Distribution Calendar Year on or before
 the Required Beginning Date, the amount of the minimum distribution made in
 the second Distribution Calendar Year shall be treated as if it had been made
 in the immediately preceding Distribution Calendar Year. 


	
 

	
 

	
 


	
10.4

	
GUST Elections.
 If this Plan is being restated to comply with the GUST Legislation (as
 defined in Section 22.96), Appendix B-2 of the Agreement permits the Employer
 to designate how it operated this Plan in compliance with the required
 minimum distribution rules for years prior to the date the Plan is adopted.


	
 

	
 


	
 

	
(a)

	
Distributions under
 Old-Law Required Beginning Date rules. Unless the
 Employer specifically elects to apply the Old-Law Required Beginning Date
 rule under Part 13, #52 of the Agreement [Part 13, #70 of the 401(k)
 Agreement], the Required Beginning Date rules (as described in Section
 10.3(a)(1)) apply. However, if prior to the adoption of this Prototype Plan,
 the terms of the Plan reflected the Old-Law Required Beginning Date rules,
 minimum distributions for such years are required to be calculated in
 accordance with that Old-Law Required Beginning Date, except to the extent
 any operational elections described in subsection (b) or (c) below applied.


	
 

	
 

	
 


	
 

	
(b)

	
Option to postpone
 distributions. For calendar years beginning after
 December 31, 1996 and prior to the restatement of this Plan to comply with
 the GUST changes, the Plan may have permitted Participants (other than
 Five-Percent Owners) who would otherwise have begun receiving minimum
 distributions under the terms of the Plan in effect for such years to postpone
 receiving their minimum distributions until the Required Beginning Date under
 Section 10.3(a)(1), even though the terms of the Plan (prior to the
 restatement) did not permit such an election. Appendix B-2.a. of the
 Agreement permits the Employer to specify the years during which Participants
 were permitted to postpone receiving minimum distributions under the Plan.
 Appendix B-2 need not be completed if Participants were not provided the
 option to postpone








	
 

	
 


	



	
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receiving minimum distributions, either because the Plan used the
 “Old-Law” Required Beginning Date rules or because the Plan made
 distributions under the “New-Law” Required Beginning Date rules and contained
 other optional forms of benefit under its general elective distribution
 provisions that preserved the optional forms of benefit under the “Old Law
 Required Beginning Date” rules. 


	
 

	
 

	
 


	
 

	
(c)

	
Election to stop
 minimum required distributions. A Participant (other
 than a Five-Percent Owner) who began receiving minimum distributions in
 accordance with the Old-Law Required Beginning Date rules under the Plan
 prior to the date the Plan was amended to comply with the GUST changes
 generally must continue to receive such minimum distributions, even if the
 Participant is still employed with the Employer. However, prior to the
 restatement of this Plan to comply with the GUST changes, the Plan may have
 permitted Participants to stop minimum distributions if they had not reached
 the Required Beginning Date described in Section 10.3(a)(1), even though the
 terms of the Plan did not permit such an election. Under Appendix B-2.b. of
 the Agreement, the Employer may designate the year in which Participants were
 permitted to stop receiving minimum distributions in accordance with this
 subsection (c). A Participant must recommence minimum distributions as
 required under the Required Beginning Date rules applicable under this
 restated Plan.


	
 

	
 

	
 


	
 

	
 

	
A Participant’s election to stop and recommence distributions is
 subject to the spousal consent requirements under Article 9 (if the Plan is
 otherwise subject to the Joint and Survivor Annuity requirements) and is
 subject to the terms of any applicable QDRO. The manner in which the Plan
 must comply with the spousal consent requirements depends on whether or not
 the Employer elects under Appendix B-2.c. of the Agreement to have the
 recommencement of benefits constitute a new Distribution Commencement Date.
 If the Plan is not otherwise subject to the Joint and Survivor Annuity
 requirements, Appendix B-2.c. need not be completed. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
New Distribution Commencement Date. If the
 Employer elects under Appendix B-2.c.(1) of the Agreement that recommencement
 of benefits will create a new Distribution Commencement Date, no spousal
 consent is required for a Participant to elect to stop distributions, except
 where such distributions are being paid in the form of a QJSA. Where such
 distributions are being paid in the form of a QJSA, in order to comply with
 this subsection (1), the person who was the Participant’s spouse on the
 original Distribution Commencement Date must consent to the election to stop
 distributions and the spouse’s consent must acknowledge the effect of the
 election. Because there is a new Distribution Commencement Date upon
 recommencement of benefits, the Plan, in order to satisfy this subsection
 (1), must comply with all of the requirements of Article 9 upon such
 recommencement, including payment of a QPSA (as defined in Section 9.4(b)) if
 the Participant dies before the new Distribution Commencement Date. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
No new Distribution Commencement Date.
 If the Employer elects under Appendix B-2.c.(2) of the Agreement that
 recommencement of benefits will not create a new Distribution Commencement
 Date, no spousal consent is required for the Participant to elect to stop
 required minimum distributions prior to retirement. In addition, no spousal
 consent is required when payments recommence to the Participant if: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
payments recommence to the Participant with the same Beneficiary and
 in a form of benefit that is the same but for the cessation of distributions;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
the individual who was the Participant’s spouse on the Distribution
 Commencement Date executed a general consent within the meaning of
 §1.401(a)-20, A-31 of the regulations; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
the individual who was the Participant’s spouse on the Distribution
 Commencement Date executed a specific consent to waive a QJSA within the
 meaning of §1.401(a)-20, A-31, and the Participant is not married to that
 individual when benefits recommence.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
To qualify under this subsection (2), consent of the individual who
 was the Participant’s spouse on the Distribution Commencement Date is
 required prior to recommencement of distributions if the Participant chooses
 to recommence benefits in a different form than the form in which benefits
 were being distributed prior to the cessation of distributions or with a
 different Beneficiary. Consent of the Participant’s spouse is also required
 if the original form of distribution was a QJSA (as defined in Section
 9.4(a)) or the spouse originally executed a specific consent to waive the
 QJSA within the meaning of §1.401(a)-20, A-31, of the regulations, and the
 Participant is still married to that individual when benefits recommence.








	
 

	
 


	



	
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10.5

	
Transitional Rule.
 The minimum distribution requirements in Section 10.2 do not apply if
 distribution of the Participant’s Account Balance is subject to a TEFRA
 §242(b)(2) election. A TEFRA §242(b) election overrides the required minimum
 distribution rules only if the following requirements are satisfied.


	
 

	
 


	
 

	
(a)

	
The distribution by the Plan is one that would not have disqualified
 the Plan under §401(a)(9) of the Code as in effect prior to amendment by the
 Deficit Reduction Act of 1984. 


	
 

	
 

	
 


	
 

	
(b)

	
The distribution is in accordance with a method of distribution
 designated by the Participant whose interest in the Plan is being distributed
 or, if the Participant is deceased, by a Beneficiary of such Participant. 


	
 

	
 

	
 


	
 

	
(c)

	
Such designation was in writing, was signed by the Participant or the
 Beneficiary, and was made before January 1, 1984. 


	
 

	
 

	
 


	
 

	
(d)

	
The Participant
 had accrued a benefit under the Plan as of December 31, 1983. 


	
 

	
 

	
 


	
 

	
(e)

	
The method of distribution designated by the Participant or the
 Beneficiary specifies the time at which distribution will commence, the
 period over which distributions will be made, and in the case of any
 distribution upon the Participant’s death, the Beneficiaries of the
 Participant listed in order of priority. 


	
 

	
 

	
 


	
A distribution upon death will not be covered by this transitional
 rule unless the information in the designation contains the required
 information described above with respect to the distributions to be made upon
 the death of the Participant. 


	
 


	
For any distribution which commences before January 1, 1984, but
 continues after December 31, 1983, the Participant, or the Beneficiary, to
 whom such distribution is being made, will be presumed to have designated the
 method of distribution under which the distribution is being made if the
 method of distribution was specified in writing and the distribution
 satisfies the requirements in subsections (a) and (e) above. 


	
 


	
If a designation is revoked any subsequent distribution must satisfy
 the requirements of Code §401(a)(9) and the proposed regulations thereunder.
 If a designation is revoked subsequent to the date distributions are required
 to begin, the Plan must distribute by the end of the calendar year following
 the calendar year in which the revocation occurs the total amount not yet
 distributed which would have been required to have been distributed to
 satisfy Code §401(a)(9) and the proposed regulations thereunder, but for the
 TEFRA §242(b)(2) election. For calendar years beginning after December 31,
 1988, such distributions must meet the minimum distribution incidental
 benefit requirements in §1.401(a)(9)-2 of the proposed regulations (or other
 applicable regulations). Any changes in the designation will be considered to
 be a revocation of the designation. However, the mere substitution or
 addition of another Beneficiary (one not named in the designation) under the
 designation will not be considered to be a revocation of the designation, so
 long as such substitution or addition does not alter the period over which
 distributions are to be made under the designation, directly or indirectly
 (for example, by altering the relevant measuring life). In the case in which
 an amount is transferred or rolled over from one plan to another plan, the
 rules in Questions J-2 and J-3 of §1.401 (a)(9)-1 of the proposed
 regulations (or other applicable regulations) shall apply. 








	
 

	
 


	




	
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ARTICLE 11

PLAN ADMINISTRATION AND SPECIAL OPERATING RULES 


This Article
describes the duties and responsibilities of the Plan Administrator. In
addition, this Article sets forth default QDRO procedures and benefit claims
procedures, as well as special operating rules when an Employer is a member of
a Related Employer group and when there is a Short Plan Year. Provisions
related to Plan accounting and investments are contained in Article 13. 


	
 

	
 

	
 

	
 


	
11.1

	
Plan Administrator. The Employer is the Plan Administrator, unless the
 Employer designates in writing another person or persons as the Plan
 Administrator. The Employer may designate the Plan Administrator by name, by
 reference to the person or group of persons holding a certain position, by
 reference to a procedure under which the Plan Administrator is designated, or
 by reference to a person or group of persons charged with the specific
 responsibilities of Plan Administrator. If any Related Employer has executed
 a Co-Sponsor Adoption Page, the Employer referred to in this Section is the
 Employer that executes the Signature Page of the Agreement. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Acceptance of responsibility by designated
 Plan Administrator. If the
 Employer designates a Plan Administrator other than itself, the designated
 Plan Administrator must accept its responsibilities in writing. The
 designated Plan Administrator will serve in a manner and for the time period
 as agreed upon with the Employer. If more than one person has the
 responsibility of Plan Administrator, the group shall act by majority vote,
 but may designate specific persons to act on the Plan Administrator’s behalf.
 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Resignation of designated Plan
 Administrator. A designated
 Plan Administrator may resign by delivering a written resignation to the
 Employer. The Employer may remove a designated Plan Administrator by
 delivering a written notice of removal. If a designated Plan Administrator
 resigns or is removed, and no new Plan Administrator is designated, the
 Employer is the Plan Administrator. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Named Fiduciary.
 The Plan Administrator is the Plan’s Named Fiduciary, unless the Plan
 Administrator specifically names another person as Named Fiduciary and the
 designated person accepts its responsibilities as Named Fiduciary in writing.
 


	
 

	
 

	
 

	
 


	
11.2

	
Duties and Powers of
 the Plan Administrator. The Plan Administrator will
 administer the Plan for the exclusive benefit of the Plan Participants and
 Beneficiaries, and in accordance with the terms of the Plan. To the extent
 the terms of the Plan are unclear, the Plan Administrator may interpret the
 Plan, provided such interpretation is consistent with the rules of ERISA and
 Code §401 and is performed in a uniform and nondiscriminatory manner. This
 right to interpret the Plan is an express grant of discretionary authority to
 resolve ambiguities in the Plan document and to make discretionary decisions
 regarding the interpretation of the Plan’s terms, including who is eligible
 to participate under the Plan, and the benefit rights of a Participant or
 Beneficiary. The Plan Administrator will not be held liable for any
 interpretation of the Plan terms or decision regarding the application of a
 Plan provision provided such interpretation or decision is not arbitrary or
 capricious. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Delegation of duties and powers. To the extent provided for in an
agreement with the
 Employer, the Plan Administrator may delegate its duties and powers to one or
 more persons. Such delegation must be in writing and accepted by the person
 or persons receiving the delegation. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Specific duties and
 powers. The Plan Administrator has the general
 responsibility to control and manage the operation of the Plan. This
 responsibility includes, but is not limited to, the following: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
To construe and enforce the terms of the Plan, including those
 related to Plan eligibility, vesting and benefits; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
To develop separate procedures, consistent with the terms of the
 Plan, to assist in the administration of the Plan, including the adoption of
 separate or modified loan policy procedures (see Article 14), procedures for
 direction of investment by Participants (see Section 13.5(c)), procedures for
 determining whether domestic relations orders are QDROs (see Section 11.5),
 and procedures for the proper determination of investment earnings to be
 allocated to Participants’ Accounts (see Section 13.4); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
To communicate with the Trustee and other responsible persons with
 respect to the crediting of Plan contributions, the disbursement of Plan
 distributions and other relevant matters; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
To maintain all necessary records which may be required for tax and
 other administration purposes; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
To furnish and to file all appropriate notices, reports and other
 information to Participants, Beneficiaries, the Employer, the Trustee and
 government agencies (as necessary); 








	
 

	
 


	



	
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(6)

	
To answer questions Participants and Beneficiaries may have relating
 to the Plan and their benefits; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(7)

	
To review
 and decide on claims for benefits under the Plan; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(8)

	
To retain the services of other persons, including Investment
 Managers, attorneys, consultants, advisers and others, to assist in the
 administration of the plan; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(9)

	
To correct any defect or error in the administration of the Plan; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(10)

	
To establish a “funding policy and method” for the Plan for purposes
 of ensuring the Plan is satisfying its financial objectives and is able to
 meet its liquidity needs; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(11)

	
To suspend contributions, including Section 401(k) Deferrals and/or
 Employee After-Tax Contributions, on behalf of any or all Highly Compensated
 Employees, if the Plan Administrator reasonably believes that such
 contributions will cause the Plan to discriminate in favor of Highly
 Compensated Employees. See Sections 17.2(e) and 17.3(e). 








	
 

	
 

	
 


	
11.3

	
Employer Responsibilities. The Employer will provide in a timely manner
all
 appropriate information necessary for the Plan Administrator to perform its
 duties. This information includes, but is not limited to, Participant
 compensation data, Employee employment, service and termination information,
 and other information the Plan Administrator may require. The Plan
 Administrator may rely on the accuracy of any information and data provided
 by the Employer. 


	
 

	
 

	
 


	
 

	
The Employer will provide to the Trustee written notification of the
 appointment of any person or persons as Plan Administrator, Investment
 Manager, or other Plan fiduciary, and the names, titles and authorities of
 any individuals who are authorized to act on behalf of such persons. The
 Trustee shall be entitled to rely upon such information until it receives
 written notice of a change in such appointments or authorizations.


	
 

	
 

	
 


	
11.4

	
Plan Administration
 Expenses. All reasonable expenses related to plan
 administration will be paid from Plan assets, except to the extent the
 expenses are paid (or reimbursed) by the Employer. For this purpose, Plan
 expenses include all reasonable costs, charges and expenses incurred by the
 Trustee in connection with the administration of the Trust (including such
 reasonable compensation to the Trustee as may be agreed upon from time to
 time between the Employer or Plan Administrator and the Trustee and any fees
 for legal services rendered to the Trustee). All reasonable additional
 administrative expenses incurred to effect investment elections made by
 Participants and Beneficiaries under Section 13.5(c) shall be paid from the
 Trust and, as elected by the Plan Administrator, shall either be charged (in
 accordance with such reasonable nondiscriminatory rules as the Plan
 Administrator deems appropriate under the circumstances) to the Account of
 the individual making such election or treated as a general expense of the
 Trust. All transaction-related expenses incurred to effect a specific
 investment for an individually-directed Account (such as brokerage
 commissions and other transfer expenses) shall, as elected by the Plan
 Administrator, either be paid from or otherwise charged directly to the
 Account of the individual providing such direction or treated as a general
 Trust expense. In addition, unless specifically prohibited under statute,
 regulation or other guidance of general applicability, the Plan Administrator
 may charge to the Account of an individual Participant a reasonable charge to
 offset the cost of making a distribution to the Participant, Beneficiary, or
 Alternate Payee. If liquid assets of the Trust are insufficient to cover the
 fees of the Trustee or the Plan Administrator, then Trust assets shall be
 liquidated to the extent necessary for such fees. In the event any part of
 the Trust becomes subject to tax, all taxes incurred will be paid from the
 Trust. 


	
 

	
 

	
 


	
11.5

	
Qualified Domestic Relations Orders (QDROs). 


	
 

	
 

	
 


	
 

	
(a)

	
In general. The Plan Administrator must develop written procedures
 for determining whether a domestic relations order is a QDRO and for
 administering distributions under a QDRO. For this purpose, the Plan
 Administrator may use the default QDRO procedures set forth in subsection (h)
 below or may develop separate QDRO procedures. 


	
 

	
 

	
 


	
 

	
(b)

	
Qualified Domestic Relations Order (QDRO). A QDRO is a domestic
relations order that creates or
 recognizes the existence of an Alternate Payee’s right to receive, or assigns
 to an Alternate Payee the right to receive, all or a portion of the benefits
 payable with respect to a Participant under the Plan. (See Code §414(p).) The
 QDRO must contain certain information and meet other requirements described
 in this Section 11.5. 


	
 

	
 

	
 


	
 

	
(c)

	
Recognition as a QDRO. To be recognized as a QDRO, an order must be a
“domestic
 relations order” that relates to the provision of child support, alimony
 payments, or marital property rights for the benefit of an Alternate Payee.
 The Plan Administrator is not required to determine whether the court or
 agency issuing the domestic relations order had jurisdiction to issue an
 order, whether state law is correctly applied in the order, whether service
 was properly made on the parties, or whether an individual identified in an
 order as an Alternate Payee is a proper Alternate Payee under state law. 









	
 

	
 


	



	
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(1)

	
Domestic relations order.
 A domestic relations order is a judgment, decree, or order (including the
 approval of a property settlement) that is made pursuant to state domestic
 relations law (including community property law). 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Alternate Payee.
 An Alternate Payee must be a spouse, former spouse, child, or other dependent
 of a Participant. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Contents of QDRO. A
 QDRO must contain the following information: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
the name and last known mailing address of the Participant and each
 Alternate Payee; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the name of
 each plan to which the order applies; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the dollar amount or percentage (or the method of determining the
 amount or percentage) of the benefit to be paid to the Alternate Payee; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
the number
 of payments or time period to which the order applies. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Impermissible QDRO provisions. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
The order must not require the Plan to provide an Alternate Payee or
 Participant with any type or form of benefit, or any option, not otherwise
 provided under the Plan; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
The order must not require the Plan to provide for increased benefits
 (determined on the basis of actuarial value); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
The order must not require the Plan to pay benefits to an Alternate
 Payee that are required to be paid to another Alternate Payee under another
 order previously determined to be a QDRO; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
The order must not require the Plan to pay benefits to an Alternate
 Payee in the form of a Qualified Joint and Survivor Annuity for the lives of
 the Alternate Payee and his or her subsequent spouse. 


	
 

	
 

	
 

	
 


	
 

	
(f)

	
Immediate distribution to Alternate Payee. Even if a Participant is not
eligible to receive an
 immediate distribution from the Plan, an Alternate Payee may receive a QDRO
 benefit immediately in a lump sum, provided such distribution is consistent
 with the QDRO provisions. 


	
 

	
 

	
 

	
 


	
 

	
(g)

	
No fee for QDRO determination. The Plan Administrator shall not
condition the making of
 a QDRO determination on the payment of a fee by a Participant or an Alternate
 Payee (either directly or as a charge against the Participant’s Account). 


	
 

	
 

	
 

	
 


	
 

	
(h)

	
Default QDRO procedure. If the Plan Administrator chooses this default
QDRO
 procedure or if the Plan Administrator does not establish a separate QDRO
 procedure, this Section 11.5(h) will apply as the procedure the Plan
 Administrator will use to determine whether a domestic relations order is a
 QDRO. This default QDRO procedure incorporates the requirements set forth
 under Sections 11.5 (a) through (g). 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Access to information.
 The Plan Administrator will provide access to Plan and Participant benefit
 information sufficient for a prospective Alternate Payee to prepare a QDRO.
 Such information might include the summary plan description, other relevant
 plan documents, and a statement of the Participant’s benefit entitlements.
 The disclosure of this information is conditioned on the prospective
 Alternate Payee providing to the Plan Administrator information sufficient to
 reasonably establish that the disclosure request is being made in connection
 with a domestic relations order. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Notifications to Participant and Alternate
 Payee. The Plan Administrator will promptly notify
 the affected Participant and each Alternate Payee named in the domestic
 relations order of the receipt of the order. The Plan Administrator will send
 the notification to the address included in the domestic relations order.
 Along with the notification, the Plan Administrator will provide a copy of
 the Plan’s procedures for determining whether a domestic relations order is a
 QDRO. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Alternate Payee representative. The
 prospective Alternate Payee may designate a representative to receive copies
 of notices and Plan information that are sent to the Alternate Payee with
 respect to the domestic relations order. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Evaluation of domestic relations order.
 Within a reasonable period of time, the Plan Administrator will evaluate the
 domestic relations order to determine whether it is a QDRO. A reasonable
 period will depend on the specific circumstances. The domestic relations
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contain the information described in Section 11.5(c). If the order is
 only deficient in a minor respect, the Plan Administrator may supplement information
 in the order from information within the Plan Administrator’s control or
 through communication with the prospective Alternate Payee.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Separate accounting.
 Upon receipt of a domestic relations order, the Plan Administrator will
 separately account for and preserve the amounts that would be payable to an
 Alternate Payee until a determination is made with respect to the status of
 the order. During the period in which the status of the order is being
 determined, the Plan Administrator will take whatever steps are necessary to
 ensure that amounts that would be payable to the Alternate Payee, if the
 order were a QDRO, are not distributed to the Participant or any other
 person. The separate accounting requirement may be satisfied, at the Plan Administrator’s
 discretion, by a segregation of the assets that are subject to separate
 accounting. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Separate accounting until the end of “18
 month period.” The Plan Administrator will continue
 to separately account for amounts that are payable under the QDRO until the
 end of an “18-month period.” The “18-month period” will begin on the first
 date following the Plan’s receipt of the order upon which a payment would be
 required to be made to an Alternate Payee under the order. If, within the “18-month
 period,” the Plan Administrator determines that the order is a QDRO, the Plan
 Administrator must pay the Alternate Payee in accordance with the terms of
 the QDRO. If, however, the Plan Administrator determines within the “18-month
 period” that the order is not a QDRO, or if the status of the order is not
 resolved by the end of the “18-month period,” the Plan Administrator may
 payout the amounts otherwise payable under the order to the person or persons
 who would have been entitled to such amounts if there had been no order. If
 the order is later determined to be a QDRO, the order will apply only
 prospectively; that is, the Alternate Payee will be entitled only to amounts
 payable under the order after the subsequent determination. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Preliminary review.
 The Plan Administrator will perform a preliminary review of the domestic
 relations order to determine if it is a QDRO. If this preliminary review
 indicates the order is deficient in some manner, the Plan Administrator will
 allow the parties to attempt to correct any deficiency before issuing a final
 decision on the domestic relations order. The ability to correct is limited
 to a reasonable period of time. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Notification of determination.
 The Plan Administrator will notify in writing the Participant and each
 Alternate Payee of the Plan Administrator’s decision as to whether a domestic
 relations order is a QDRO. In the case of a determination that an order is
 not a QDRO, the written notice will contain the following information: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
references
 to the Plan provisions on which the Plan Administrator based its decision; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
an explanation of any time limits that apply to rights available to
 the parties under the Plan (such as the duration of any protective actions
 the Plan Administrator will take); and 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
a description of any additional material, information, or
 modifications necessary for the order to be a QDRO and an explanation of why
 such material, information, or modifications are necessary. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

	
Treatment of Alternate Payee.
 If an order is accepted as a QDRO, the Plan Administrator will act in
 accordance with the terms of the QDRO as if it were a part of the Plan. An
 Alternate Payee will be considered a Beneficiary under the Plan and be
 afforded the same rights as a Beneficiary. The Plan Administrator will
 provide any appropriate disclosure information relating to the Plan to the
 Alternate Payee. 


	
 

	
 

	
 

	
 

	
 

	
 


	
11.6

	
Claims Procedure. Unless the Plan uses the default claims procedure under
 subsection (e) below, the Plan Administrator shall establish a procedure for
 benefit claims consistent with the requirements of ERISA Reg. §2560.503-1.
 The Plan Administrator is authorized to conduct an examination of the
 relevant facts to determine the merits of a Participant’s or Beneficiary’s
 claim for Plan benefits. The claims procedure must incorporate the following
 guidelines: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Filing a claim. The claims procedure will set forth a reasonable means
 for a Participant or Beneficiary to file a claim for benefits under the Plan.
 








	
 

	
 


	



	
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(b)

	
Notification of Plan Administrator’s
 decision. The Plan
 Administrator must provide a claimant with written notification of the Plan
 Administrator’s decision relating to a claim within a reasonable period of
 time (not more than 90 days unless special circumstances require an extension
 to process the claim) after the claim was filed. If the claim is denied, the
 notification must set forth the reasons for the denial, specific reference to
 pertinent Plan provisions on which the denial is based, a description of any
 additional information necessary for the claimant to perfect the claim, and
 the steps the claimant must take to submit the claim for review. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Review procedure. The claims procedure will provide a claimant a
 reasonable opportunity to have a full and fair review of a denied claim. Such
 procedure shall allow a review upon a written application, for the claimant
 to review pertinent documents, and to allow the claimant to submit written
 comments to the Plan Administrator. The procedure may establish a limited
 period (not less than 60 days after the claimant receives written
 notification of the denial of the claim) for the claimant to request a review
 of the claim denial. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Decision on review. If a claimant requests a review, the Plan
Administrator
 must respond promptly to the request. Unless special circumstances exist
 (such as the need for a hearing), the Plan Administrator must respond in
 writing within 60 days of the date the claimant submitted the review
 application. The response must explain the Plan Administrator’s decision on
 review. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Default claims procedure. If the Plan Administrator chooses this default
claims
 procedure or if the Plan Administrator does not establish a separate claims
 procedure, the following will apply. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
A person may submit to the Plan Administrator a written claim for
 benefits under the Plan. The claim shall be submitted on a form provided by
 the Plan Administrator. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
The Plan Administrator will evaluate the claim to determine if
 benefits are payable to the Participant or Beneficiary under the terms of the
 Plan. The Plan Administrator may solicit additional information from the
 claimant if necessary to evaluate the claim. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
If the Plan Administrator determines the claim is valid, the
 Participant or Beneficiary will receive in writing from the Plan
 Administrator a statement describing the amount of benefit, the method or
 methods of payment, the timing of distributions and other information
 relevant to the payment of the benefit. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
If the Plan Administrator denies all or any portion of the claim, the
 claimant will receive, within 90 days after receipt of the claim form, a
 written explanation setting forth the reasons for the denial, specific
 reference to pertinent Plan provisions on which the denial is based, a
 description of any additional information necessary for the claimant to
 perfect the claim, and the steps the claimant must take to submit the claim
 for review. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
The claimant has 60 days from the date the claimant received the
 denial of claim to appeal the adverse decision of the Plan Administrator. The
 claimant may review pertinent documents and submit written comments to the
 Plan Administrator. The Plan Administrator will submit all relevant
 documentation to the Employer. The Employer may hold a hearing or seek
 additional information from the claimant and the Plan Administrator. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
Within 60 days (or such longer period due to the circumstances) of
 the request for review, the Employer will render a written decision on the
 claimant’s appeal. The Employer shall explain the decision, in terms that are
 understandable to the claimant and by specific references to the Plan
 document provisions. 


	
 

	
 

	
 

	
 


	
11.7

	
Operational Rules for Short Plan Years. The following operational rules
apply if the Plan has a
 Short Plan Year. A Short Plan Year is any Plan Year that is less than a
 12-month period, either because of the amendment of the Plan Year, or because
 the Effective Date of a new Plan is less than 12 months prior to the end of
 the first Plan Year. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
If the Plan is amended to create a Short Plan Year, and an
 Eligibility Computation Period or Vesting Computation Period is based on the
 Plan Year, the applicable computation period begins on the first day of the
 Short Plan Year, but such period ends on the day which is 12 months from the
 first day of such Short Plan Year. Thus, the computation period that begins
 on the first day of the Short Plan Year overlaps with the computation period
 that starts on the first day of the next Plan Year. This rule applies only to
 an Employee who has at least one Hour of Service during the Short Plan Year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
If a Plan has an initial Short Plan Year, the rule in the above
 paragraph applies only for purposes of determining an Employee’s Vesting
 Computation Period and only if the Employer elects under Part 6, #20.a. of
 the Agreement [Part 6, #38.a. of the 401(k) Agreement] to exclude service
 earned prior to the adoption of the Plan. For eligibility and vesting (where
 service prior to the adoption of the Plan is not ignored), if the Eligibility
 Computation Period or Vesting Computation Period is based on the Plan Year,
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computation period will be determined on the basis of the Plan’s
 normal Plan Year, without regard to the initial short Plan Year.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
If Employer Contributions are allocated for a Short Plan Year, any
 allocation condition under Part 4 of the Agreement that requires an Eligible
 Participant to complete a specified number of Hours of Service to receive an allocation
 of such Employer Contributions will not be prorated as a result of such Short
 Plan Year unless otherwise specified in Part 4 of the Agreement. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
If the Permitted Disparity Method is used to allocate any Employer
 Contributions made for a Short Plan Year, the Integration Level will be
 prorated to reflect the number of months (or partial months) included in the
 Short Plan Year. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
The Compensation Dollar Limitation, as defined in Section 22.32, will
 be prorated to reflect the number of months (or partial months) included in
 the Short Plan Year unless the compensation used for such Short Plan Year is
 a period of 12 months. 


	
 

	
 

	
 

	
 


	
 

	
In all other respects, the Plan shall be operated for the Short Plan
 Year in the same manner as for a 12-month Plan Year, unless the context
 requires otherwise. If the terms of the Plan are ambiguous with respect to
 the operation of the Plan for a Short Plan Year, the Plan Administrator has
 the authority to make a final determination on the proper interpretation of
 the Plan.


	
 

	
 

	
 

	
 


	
11.8

	
Operational Rules for Related Employer
 Groups. If an Employer has
 one or more Related Employers, the Employer and such Related Employer(s)
 constitute a Related Employer group. In such case, the following rules apply
 to the operation of the Plan. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
If the term “Employer” is used in the context of administrative
 functions necessary to the operation, establishment, maintenance, or
 termination of the Plan, only the Employer executing the Signature Page of
 the Agreement, and any Co-Sponsor of the Plan, is treated as the Employer. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Hours of Service are determined by treating all members of the
 Related Employer group as the Employer. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
The term Excluded Employee is determined by treating all members of
 the Related Employer group as the Employer, except as specifically provided
 in the Plan. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Compensation is determined by treating all members of the Related
 Employer group as the Employer, except as specifically provided in the Plan. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
An Employee is not treated as separated from service or terminated
 from employment if the Employee is employed by any member of the Related
 Employer group. 


	
 

	
 

	
 

	
 


	
 

	
(f)

	
The Annual Additions Limitation described in Article 7 and the
 Top-Heavy Plan rules described in Article 16 are applied by treating all
 members of the Related Employer group as the Employer. 


	
 

	
 

	
 

	
 


	
 

	
In all other contexts, the term “Employer” generally means a
 reference to all members of the Related Employer group, unless the context
 requires otherwise. If the terms of the Plan are ambiguous with respect to
 the treatment of the Related Employer group as the Employer, the Plan
 Administrator has the authority to make a final determination on the proper
 interpretation of the Plan.








	
 

	
 


	



	
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ARTICLE 12

TRUST PROVISlONS


This Article
sets forth the creation of the Plan’s Trust (or, in the case of an amendment of
the Plan, the amended terms of the Trust) and the duties and responsibilities
of the Trustee under the Plan. By executing the Trustee Declaration under the
Agreement, the Trustee agrees to be bound by the duties, responsibilities and
liabilities imposed on the Trustee under the Plan and to act in accordance with
the terms of this Plan. The Employer may act as Trustee under the Plan by
executing the Trustee Declaration. 


	
 

	
 

	
 


	
12.1

	
Creation of Trust. By adopting this Plan, the Employer creates a Trust to
 hold the assets of the Plan (or, in the event that this Plan document represents
 an amendment of the Plan, the Employer hereby amends the terms of the Trust
 maintained in connection with the Plan). The Trustee is the owner of the Plan
 assets held by the Trust. The Trustee is to hold the Plan assets for the
 exclusive benefit of Plan Participants and Beneficiaries. Plan Participants
 and Beneficiaries do not have ownership interests in the assets held by the
 Trust. 


	
 

	
 

	
 


	
12.2

	
Trustee. The Trustee identified in the Trustee Declaration under
 the Agreement shall act either as a Discretionary Trustee or as a Directed
 Trustee, as identified under the Agreement. 


	
 

	
 

	
 


	
 

	
(a)

	
Discretionary Trustee. A Trustee is a Discretionary Trustee to the
extent the
 Trustee has exclusive authority and discretion with respect to the
 investment, management or control of Plan assets. Notwithstanding a Trustee’s
 designation as a Discretionary Trustee, a Trustee’s discretion is limited,
 and the Trustee shall be considered a Directed Trustee, to the extent the
 Trustee is subject to the direction of the Plan Administrator, the Employer,
 a properly appointed Investment Manager, or a Named Fiduciary under an
 agreement between the Plan Administrator and the Trustee. A Trustee also is
 considered a Directed Trustee to the extent the Trustee is subject to
 investment direction of Plan Participants. (See Section 13.5(c) for a
 discussion of the Trustee’s responsibilities with regard to
 Participant-directed investments.) 


	
 

	
 

	
 


	
 

	
(b)

	
Directed Trustee. A Trustee is a Directed Trustee with respect to the
 investment of Plan assets to the extent the Trustee is subject to the
 direction of the Plan Administrator, the Employer, a properly appointed
 Investment Manager, a Named Fiduciary, or Plan Participant. To the extent the
 Trustee is a Directed Trustee, the Trustee does not have any discretionary
 authority with respect to the investment of Plan assets. In addition, the
 Trustee is not responsible for the propriety of any directed investment made
 pursuant to this Section and shall not be required to consult or advise the
 Employer regarding the investment quality of any directed investment held
 under the Plan. 


	
 

	
 

	
 


	
 

	
 

	
The Trustee shall be advised in writing regarding the retention of
 investment powers by the Employer or the appointment of an Investment Manager
 or other Named Fiduciary with power to direct the investment of Plan assets.
 Any such delegation of investment powers will remain in force until such
 delegation is revoked or amended in writing. The Employer is deemed to have
 retained investment powers under this subsection to the extent the Employer
 directs the investment of Participant Accounts for which affirmative
 investment direction has not been received pursuant to Section 13.5(c). 


	
 

	
 

	
 


	
 

	
 

	
The Employer is a Named Fiduciary for investment purposes if the
 Employer directs investments pursuant to this subsection. Any investment
 direction shall be made in writing by the Employer, Investment Manager, or
 Named Fiduciary, as applicable. A Directed Trustee must act solely in
 accordance with the direction of the Plan Administrator, the Employer, any
 employees or agents of the Employer, a properly appointed Investment Manager
 or other fiduciary of the Plan, a Named Fiduciary, or Plan Participants. (See
 Section 13.5(c) for a discussion of the Trustee’s responsibilities with
 regard to Participant directed investments.) 


	
 

	
 

	
 


	
 

	
 

	
The Employer may direct the Trustee to invest in any media in which
 the Trustee may invest, as described in Section 12.4. However, the Employer
 may not borrow from the Trust or pledge any of the assets of the Trust as security
 for a loan to itself; buy property or assets from or sell property or assets
 to the Trust; charge any fee for services rendered to the Trust; or receive
 any services from the Trust on a preferential basis. 


	
 

	
 

	
 


	
12.3

	
Trustee’s Responsibilities Regarding Administration of Trust.
 This Section outlines the Trustee’s powers, rights and duties under the Plan
 with respect to the administration of the investments held in the Plan. The
 Trustee’s administrative duties are limited to those described in this Section
 12.3; the Employer is responsible for any other administrative duties
 required under the Plan or by applicable law. 


	
 

	
 

	
 


	
 

	
(a)

	
The Trustee will receive all contributions made under the terms of
 the Plan. The Trustee is not obligated in any manner to ensure that such
 contributions are correct in amount or that such contributions comply with
 the terms of the Plan, the Code or ERISA. In addition, the Trustee is under
 no obligation to request that the Employer make contributions to the Plan.
 The Trustee is not liable for the manner in which such amounts are deposited
 or the allocation between Participant’s Accounts, to the extent the Trustee
 follows the written direction of the Plan Administrator or Employer. 








	
 

	
 


	



	
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(b)

	
The Trustee will make distributions from the Trust in accordance with
 the written directions of the Plan Administrator or other authorized
 representative. To the extent the Trustee follows such written direction, the
 Trustee is not obligated in any manner to ensure a distribution complies with
 the terms of the Plan, that a Participant or Beneficiary is entitled to such
 a distribution, or that the amount distributed is proper under the terms of
 the Plan. If there is a dispute as to a payment from the Trust, the Trustee
 may decline to make payment of such amounts until the proper payment of such
 amounts is determined by a court of competent jurisdiction, or the Trustee
 has been indemnified to its satisfaction. 


	
 

	
 

	
 


	
 

	
(c)

	
The Trustee may employ agents, attorneys, accountants and other third
 parties to provide counsel on behalf of the Plan, where the Trustee deems
 advisable. The Trustee may reimburse such persons from the Trust for
 reasonable expenses and compensation incurred as a result of such employment.
 The Trustee shall not be liable for the actions of such persons, provided the
 Trustee acted prudently in the employment and retention of such persons. In
 addition, the Trustee will not be liable for any actions taken as a result of
 good faith reliance on the advice of such persons. 


	
 

	
 

	
 


	
12.4

	
Trustee’s Responsibility Regarding
 Investment of Plan Assets. In
 addition to the powers, rights and duties enumerated under this Section, the
 Trustee has whatever powers are necessary to carry out its duties in a
 prudent manner. The Trustee’s powers, rights and duties may be supplemented
 or limited by a separate trust agreement, investment policy, funding
 agreement, or other binding document entered into between the Trustee and the
 Plan Administrator which designates the Trustee’s responsibilities with
 respect to the Plan. A separate trust agreement must be consistent with the
 terms of this Plan and must comply with all qualification requirements under
 the Code and regulations. To the extent the exercise of any power, right or
 duty is subject to discretion, such exercise by a Directed Trustee must be
 made at the direction of the Plan Administrator, the Employer, an Investment
 Manager, a Named Fiduciary, or Plan Participant. 


	
 

	
 

	
 


	
 

	
(a)

	
The Trustee shall be responsible for the safekeeping of the assets of
 the Trust in accordance with the provisions of this Plan. 


	
 

	
 

	
 


	
 

	
(b)

	
The Trustee may invest, manage and control the Plan assets in a
 manner that is consistent with the Plan’s funding policy and investment
 objectives. The Trustee may invest in any investment, as authorized under
 Section 13.5, which the Trustee deems advisable and prudent, subject to the
 proper written direction of the Plan Administrator, the Employer, a properly
 appointed Investment Manager, a Named Fiduciary or a Plan Participant. The
 Trustee is not liable for the investment of Plan assets to the extent the
 Trustee is following the proper direction of the Plan Administrator, the
 Employer, a Participant, an Investment Manager, or other person or persons
 duly appointed by the Employer to provide investment direction. In addition,
 the Trustee does not guarantee the Trust in any manner against investment loss or depreciation in asset
 value, or guarantee the adequacy of the Trust to meet and discharge any or
 all liabilities of the Plan. 


	
 

	
 

	
 


	
 

	
(c)

	
The Trustee may retain such portion of the Plan assets 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. 


	
 

	
 

	
 


	
 

	
(d)

	
The Trustee may collect and receive any and all moneys and other
 property due the Plan and to settle, compromise, or submit to arbitration any
 claims, debts, or damages with respect to the Plan, and to commence or defend
 on behalf of the Plan any lawsuit, or other legal or administrative
 proceedings. 


	
 

	
 

	
 


	
 

	
(e)

	
The Trustee may hold any securities or other property in the name of
 the Trustee or in the name of the Trustee’s nominee, and may hold any
 investments in bearer form, provided the books and records of the Trustee at
 all times show such investment to be part of the Trust. 


	
 

	
 

	
 


	
 

	
(f)

	
The Trustee may exercise any of the powers of an individual owner
 with respect to stocks, bonds, securities or other property, including the
 right to vote upon such stocks, bonds or securities; to give general or
 special proxies or powers of attorney; to exercise or sell any conversion
 privileges, subscription rights, or other options; to participate in
 corporate reorganizations, mergers, consolidations, or other changes
 affecting corporate securities (including those in which it or its affiliates
 are interested as Trustee); and to make any incidental payments in connection
 with such stocks, bonds, securities or other property. Unless specifically
 agreed upon in writing between the Trustee and the Employer, the Trustee
 shall not have the power or responsibility to vote proxies with respect to
 any securities of the Employer or a Related Employer or with respect to any
 Plan assets that are subject to the investment direction of the Employer or
 for which the power to manage, acquire, or dispose of such Plan assets has
 been delegated by the Employer to one or more Investment Managers or Named
 Fiduciaries in accordance with ERISA §403. With respect to the voting of
 Employer securities, or in the event of any tender or other offer with
 respect to shares of Employer securities held in the Trust, the Trustee will
 follow the direction of the Employer or other responsible fiduciary or, to the
 extent voting and similar rights have been passed through to Participants, of
 each Participant with respect to shares allocated to his/her Account. 








	
 

	
 


	



	
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(g)

	
The Trustee may borrow or raise money on behalf of the Plan in such
 amount, and upon such terms and conditions, as the Trustee deems advisable.
 The Trustee may issue a promissory note as Trustee to secure the repayment of
 such amounts and may pledge all, or any part, of the Trust as security. 


	
 

	
 

	
 


	
 

	
(h)

	
The Trustee, upon the written direction of the Plan Administrator, is
 authorized to enter into a transfer agreement with the Trustee of another
 qualified retirement plan and to accept a transfer of assets from such retirement
 plan on behalf of any Employee of the Employer. The Trustee is also
 authorized, upon the written direction of the Plan Administrator, to transfer
 some or all of a Participant’s vested Account Balance to another qualified
 retirement plan on behalf of such Participant. A transfer agreement entered
 into by the Trustee does not affect the Plan’s status as a Prototype Plan. 


	
 

	
 

	
 


	
 

	
(i)

	
The Trustee is authorized to execute, acknowledge and deliver all
 documents of transfer and conveyance, receipts, releases, and any other
 instruments that the Trustee deems necessary or appropriate to carry out its
 powers, rights and duties hereunder. 


	
 

	
 

	
 


	
 

	
(j)

	
If the Employer maintains more than one Plan, the assets of such
 Plans may be comingled for investment purposes. The Trustee must separately
 account for the assets of each Plan. A comingling of assets, as described in
 this paragraph, does not cause the Trusts maintained with respect to the
 Employer’s Plans to be treated as a single Trust, except as provided in a separate
 document authorized in the first paragraph of this Section 12.4. 


	
 

	
 

	
 


	
 

	
(k)

	
The Trustee is authorized to invest Plan assets in a
 common/collective trust fund, or in a group trust fund that satisfies the
 requirements of IRS Revenue Ruling 81-100. All of the terms and provisions of
 any such common/collective trust fund or group trust into which Plan assets
 are invested are incorporated by reference into the provisions of the Trust
 for this Plan. 


	
 

	
 

	
 


	
 

	
(l)

	
If the Trustee is a bank or similar financial institution, the
 Trustee is authorized to invest in any type of deposit of the Trustee
 (including its own money market fund) at a reasonable rate of interest. 


	
 

	
 

	
 


	
 

	
(m)

	
The Trustee must be bonded as required by applicable law. The bonding
 requirements shall not apply to a bank, insurance company, or similar
 financial institution that satisfies the requirements of §412(a)(2) of ERISA.


	
 

	
 

	
 


	
12.5

	
More than One Person as Trustee. If the Plan has more than one person
acting as Trustee,
 the Trustees may allocate the Trustee responsibilities by mutual agreement
 and Trustee decisions will be made by a majority vote (unless otherwise
 agreed to by the Trustees) or as otherwise provided in a separate trust
 agreement or other binding document. 


	
 

	
 

	
 


	
12.6

	
Annual Valuation. The Plan assets will be valued at least on an annual
 basis. The Employer may designate more frequent valuation dates under Part
 12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k) Agreement].
 Notwithstanding any election under Part 12, #45.b.(2) of the Agreement [Part
 12, #63.b.(2) of the 401(k) Agreement], the Trustee and Plan Administrator
 may agree to value the Trust on a more frequent basis, and/or to perform an
 interim valuation of the Trust pursuant to Section 13.2(a). 


	
 

	
 

	
 


	
12.7

	
Reporting to Plan
 Administrator and Employer. Within ninety (90) days
 following the end of each Plan Year, and within ninety (90) days following
 its removal or resignation, the Trustee will file with the Employer an
 accounting of its administration of the Trust from the date of its last
 accounting. The accounting will include a statement of cash receipts,
 disbursements and other transactions effected by the Trustee since the date
 of its last accounting, and such further information as the Trustee and/or
 Employer deems appropriate. Upon receipt of such information, the Employer
 must promptly notify the Trustee of its approval or disapproval of the
 information. If the Employer does not provide a written disapproval within
 ninety (90) days following the receipt of the information, including a
 written description of the items in question, the Trustee is forever released
 and discharged from any liability with respect to all matters reflected in
 such information. The Trustee shall have sixty (60) days following its receipt
 of a written disapproval from the Employer to provide the Employer with a
 written explanation of the terms in question. If the Employer again
 disapproves of the accounting, the Trustee may file its accounting with a
 court of competent jurisdiction for audit and adjudication. 


	
 

	
 

	
 


	
 

	
All assets contained in the Trust accounting will be shown at their
 fair market value as of the end of the Plan Year or as of the date of
 resignation or removal. The value of marketable investments shall be
 determined using the most recent price quoted on a national securities
 exchange or over-the-counter market. The value of non-marketable securities
 shall, except as provided otherwise herein, be determined in the sole
 judgment of the Trustee, which determination shall be binding and conclusive.
 The value of investments in securities or obligations of the Employer in
 which there is no market will be determined by an independent appraiser at
 least once annually and the Trustee shall have no responsibility with respect
 to the valuation of such assets. 


	
 

	
 

	
 


	
12.8

	
Reasonable Compensation. The Trustee shall be paid reasonable
compensation in an
 amount agreed upon by the Plan Administrator and Trustee. The Trustee also
 will be reimbursed for any reasonable expenses or fees incurred in its 








	
 

	
 


	



	
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function as Trustee. An individual Trustee who is already receiving
 full-time pay as an Employee of the Employer may not receive any additional
 compensation for services as Trustee. The Plan will pay the reasonable
 compensation and expenses incurred by the Trustee, pursuant to Section 11.4,
 unless the Employer pays such compensation and expenses. Any compensation or
 expense paid directly by the Employer to the Trustee is not an Employer
 Contribution to the Plan.


	
 

	
 


	
12.9

	
Resignation and Removal of Trustee. The Trustee may resign at any time
by delivering to the
 Employer a written notice of resignation at least thirty (30) days prior to
 the effective date of such resignation, unless the Employer consents in
 writing to a shorter notice period. The Employer may remove the Trustee at
 any time, with or without cause, by delivering written notice to the Trustee
 at least 30 days prior to the effective date of such removal. The Employer
 may remove the Trustee upon a shorter written notice period if the Employer
 reasonably determines such shorter period is necessary to protect Plan
 assets. Upon the resignation, removal, death or incapacity of a Trustee, the
 Employer may appoint a successor Trustee which, upon accepting such
 appointment, will have all the powers, rights and duties conferred upon the
 preceding Trustee. In the event there is a period of time following the
 effective date of a Trustee’s removal or resignation before a successor
 Trustee is appointed, the Employer is deemed to be the Trustee. During such
 period, the Trust continues to be in existence and legally enforceable, and
 the assets of the Plan shall continue to be protected by the provisions of
 the Trust. 


	
 

	
 

	
 


	
12.10

	
Indemnification of Trustee. Except to the extent that it is judicially
determined
 that the Trustee has acted with gross negligence or willful misconduct, the
 Employer shall indemnify the Trustee (whether or not the Trustee has resigned
 or been removed) against any liabilities, losses, damages, and expenses,
 including attorney, accountant, and other advisory fees, incurred as a result
 of: 


	
 

	
 

	
 


	
 

	
(a)

	
any action of the Trustee taken in good faith in accordance with any
 information, instruction, direction, or opinion given to the Trustee by the
 Employer, the Plan Administrator, Investment Manager, Named Fiduciary or
 legal counsel of the Employer, or any person or entity appointed by any of
 them and authorized to give any information, instruction, direction, or
 opinion to the Trustee; 


	
 

	
 

	
 


	
 

	
(b)

	
the failure of the Employer, the Plan Administrator, Investment
 Manager, Named Fiduciary or any person or entity appointed by any of them to
 make timely disclosure to the Trustee of information which any of them or any
 appointee knows or should know if it acted in a reasonably prudent manner; or
 


	
 

	
 

	
 


	
 

	
(c)

	
any breach of fiduciary duty by the Employer, the Plan Administrator,
 Investment Manager, Named Fiduciary or any person or entity appointed by any
 of them, other than such a breach which is caused by any failure of the
 Trustee to perform its duties under this Trust. 


	
 

	
 

	
 


	
 

	
The duties and obligations of the Trustee shall be limited to those
 expressly imposed upon it by this instrument or subsequently agreed upon by
 the parties. Responsibility for administrative duties required under the Plan
 or applicable law not expressly imposed upon or agreed to by the Trustee
 shall rest solely with the Employer.


	
 

	
 

	
 


	
 

	
The Employer agrees that the Trustee shall have no liability with
 regard to the investment or management of illiquid Plan assets transferred
 from a prior Trustee, and shall have no responsibility for investments made
 before the transfer of Plan assets to it, or for the viability or prudence of
 any investment made by a prior Trustee, including those represented by assets
 now transferred to the custody of the Trustee, or for any dealings whatsoever
 with respect to Plan assets before the transfer of such assets to the
 Trustee. The Employer shall indemnify and hold the Trustee harmless for any
 and all claims, actions or causes of action for loss or damage, or any
 liability whatsoever relating to the assets of the Plan transferred to the
 Trustee by any prior Trustee of the Plan, including any liability arising out
 of or related to any act or event, including prohibited transactions,
 occurring prior to the date the Trustee accepts such assets, including all
 claims, actions, causes of action, loss, damage, or any liability whatsoever
 arising out of or related to that act or event, although that claim, action,
 cause of action, loss, damage, or liability may not be asserted, may not have
 accrued, or may not have been made known until after the date the Trustee
 accepts the Plan assets. Such indemnification shall extend to all applicable
 periods, including periods for which the Plan is retroactively restated to
 comply with any tax law or regulation.


	
 

	
 

	
 


	
12.11

	
Appointment of Custodian. The Plan Administrator may appoint a Custodian
to hold
 all or any portion of the Plan assets. A Custodian has the same powers,
 rights and duties as a Directed Trustee. The Custodian will be protected from
 any liability with respect to actions taken pursuant to the direction of the
 Trustee, Plan Administrator, the Employer, an Investment Manager, a Named
 Fiduciary or other third party with authority to provide direction to the
 Custodian.








	
 

	
 


	



	
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ARTICLE
13 

PLAN ACCOUNTING AND INVESTMENTS


This Article
contains the procedures for valuing Participant Accounts and allocating net
income and loss to such Accounts. Part 12 of the Agreement permits the Employer
to document its administrative procedures with respect to the valuation of
Participant Accounts. Alternatively, the Plan Administrator may adopt separate
investment procedures regarding the valuation and investment of Participant
Accounts. 


	
 

	
 

	
 


	
13.1

	
Participant Accounts.
 The Plan Administrator will establish and maintain a separate Account for
 each Participant to reflect the Participant’s entire interest under the Plan.
 To the extent applicable, the Plan Administrator may establish and maintain
 for a Participant any (or all) of the following separate sub-Accounts:
 Employer Contribution Account, Section 401(k) Deferral Account, Employer
 Matching Contribution Account, QMAC Account, QNEC Account, Employee After-Tax
 Contribution Account, Safe Harbor Matching Contribution Account, Safe Harbor
 Nonelective Contribution Account, Rollover Contribution Account, and Transfer
 Account. The Plan Administrator also may establish and maintain other
 sub-Accounts as it deems appropriate. 


	
 

	
 


	
13.2

	
Value of Participant Accounts. The value of a Participant’s Account consists of
the
 fair market value of the Participant’s share of the Trust assets. A
 Participant’s share of the Trust assets is determined as of each Valuation
 Date under the Plan. 


	
 

	
 

	
 


	
 

	
(a)

	
Periodic valuation.
 The Trustee must value Plan assets at least annually. The Employer may elect
 under Part 12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k)
 Agreement] or may elect operationally to value assets more frequently than
 annually. The Plan Administrator may request the Trustee to perform interim valuations,
 provided such valuations do not result in discrimination in favor of Highly
 Compensated Employees. 


	
 

	
 

	
 


	
 

	
(b)

	
Daily valuation. If
 the Employer elects daily valuation under Part 12, #44 of the Agreement [Part
 12, #62 of the 401(k) Agreement] or, if in operation, the Employer elects to
 have the Plan daily valued, the Plan Administrator may adopt reasonable
 procedures for performing such valuations. Unless otherwise set forth in the
 written procedures, a daily valued Plan will have its assets valued at the
 end of each business day during which the New York Stock Exchange is open.
 The Plan Administrator has authority to interpret the provisions of this Plan
 in the context of a daily valuation procedure. This includes, but is not
 limited to, the determination of the value of the Participant’s Account for
 purposes of Participant loans, distribution and consent rights, and
 corrective distributions under Article 17. 


	
 

	
 

	
 


	
13.3

	
Adjustments to Participant Accounts. As of each Valuation Date under the Plan, each
 Participant’s Account is adjusted in the following manner.


	
 

	
 

	
 


	
 

	
(a)

	
Distributions and forfeitures from a Participant’s Account. A Participant’s
Account will be reduced by any
 distributions and forfeitures from the Account since the previous Valuation
 Date. 


	
 

	
 

	
 


	
 

	
(b)

	
Life insurance premiums and dividends. A Participant’s Account will be reduced by
the amount of
 any life insurance premium payments made for the benefit of the Participant
 since the previous Valuation Date. The Account will be credited with any
 dividends or credits paid on any life insurance policy held by the Trust for
 the benefit of the Participant. 


	
 

	
 

	
 


	
 

	
(c)

	
Contributions and forfeitures allocated to a Participant’s Account. A
Participant’s Account will be credited with any
 contribution or forfeiture allocated to the Participant since the previous
 Valuation Date. 


	
 

	
 

	
 


	
 

	
(d)

	
Net income or loss. A
 Participant’s Account will be adjusted for any net income or loss in
 accordance with the provisions under Section 13.4. 


	
 

	
 


	
13.4

	
Procedures for Determining Net Income or Loss.
 The Plan Administrator may establish any reasonable procedures for
 determining net income or loss under Section 13.3(d). Such procedures may be
 reflected in a funding agreement governing the applicable investments under
 the Plan. 


	
 

	
 

	
 


	
 

	
(a)

	
Net income or loss attributable to General Trust Account. To the extent a
Participant’s Account is invested as
 part of a General Trust Account, such Account is adjusted for its allocable
 share of net income or loss experienced by the General Trust Account using
 the Balance Forward Method. Under the Balance Forward Method, the net income
 or loss of the General Trust Account is allocated to the Participant Accounts
 that are invested in the General Trust Account, in the ratio that each Participant’s
 Account bears to all Accounts, based on the value of each Participant’s
 Account as of the prior Valuation Date, reduced for the adjustments described
 in Section 13.3(a) and 13.3(b) above. 








	
 

	
 

	
 


	



	
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(1)

	
Inclusion of certain contributions. In
 applying the Balance Forward Method for allocating net income or loss, the
 Employer may elect under Part 12, #45.b.(3) of the Agreement [Part 12,
 #63.b.(3) of the 401(k) Agreement] or under separate administrative
 procedures to adjust each Participant’s Account Balance (as of the prior
 Valuation Date) for the following contributions made since the prior
 Valuation Date (the “valuation period”) which were not reflected in the Participant’s
 Account on such prior Valuation Date: (1) Section 401(k) Deferrals and
 Employee After-Tax Contributions that are contributed during the valuation
 period pursuant to the Participant’s contribution election, (2) Employer
 Contributions (including Employer Matching Contributions) that are
 contributed during the valuation period and allocated to a Participant’s
 Account during the valuation period, and (3) Rollover Contributions. 


	
 

	
 

	
 


	
(2)

	
Methods of valuing contributions made during valuation period.
 In determining Participants’ Account Balances as of the prior Valuation Date,
 the Employer may elect to apply a weighted average method that credits each
 Participant’s Account with a portion of the contributions based on the
 portion of the valuation period for which such contributions were invested,
 or an adjusted percentage method, that increases each Participant’s Account
 by a specified percentage of such contributions. The Employer may designate
 under Part 12, #45.b.(3)(c) of the Agreement [Part 12, #63.b.(3)(c) of the
 401(k) Agreement] to apply the special allocation rules to only particular
 types of contributions or may designate any other reasonable method for
 allocating net income and loss under the Plan. 


	
 

	
 

	
 


	
 

	
(i)

	
Weighted average method. The Employer may
 elect under Part 12, #45.b.(3)(a) of the Agreement [Part 12, #63.b.(3)(a) of
 the 401(k) Agreement] or under separate administrative procedures to apply a
 weighted average method in determining net income or loss. Under the weighted
 average method, a Participant’s Account Balance as of the prior Valuation
 Date is adjusted to take into account a portion of the contributions made
 during the valuation period so that the Participant may receive an allocation
 of net income or loss for the portion of the valuation period during which
 such contributions were invested under the Plan. The amount of the adjustment
 to a Participant’s Account Balance is determined by multiplying the
 contributions made to the Participant’s Account during the valuation period
 by a fraction, the numerator of which is the number of months during the
 valuation period that such contributions were invested under the Plan and the
 denominator is the total number of months in the valuation period. The Plan’s
 investment procedures may designate the specific type(s) of contributions
 eligible for a weighted allocation of net income or loss and may designate
 alternative methods for determining the weighted allocation, including the
 use of a uniform weighting period other than months. 


	
 

	
 

	
 


	
 

	
(ii)

	
Adjusted percentage method. The Employer may
 elect under Part 12, #45.b.(3)(b) of the Agreement [Part 12, #63.b.(3)(b) of
 the 401(k) Agreement] or under separate investment procedures to apply an
 adjusted percentage method of allocating net income or loss. Under the
 adjusted percentage method, a Participant’s Account Balance as of the prior
 Valuation Date is increased by a percentage of the contributions made to the
 Participant’s Account during the valuation period. The Plan’s investment
 procedures may designate the specific type(s) of contributions eligible for
 an adjusted percentage allocation and may designate alternative procedures
 for determining the amount of the adjusted percentage allocation. 


	
 

	
 

	
 






	
 

	
 

	
 


	
(b)

	
Net income or loss attributable to a Directed Account.
 If the Participant (or Beneficiary) is entitled to direct the investment of
 all or part of his/her Account (see Section 13.5(c)), the Account (or the
 portion of the Account which is subject to such direction) will be maintained
 as a Directed Account, which reflects the value of the directed investments
 as of any Valuation Date. The assets held in a Directed Account may be (but
 are not required to be) segregated from the other investments held in the
 Trust. Net income or loss attributable to the investments made by a Directed
 Account is allocated to such Account in a manner that reasonably reflects the
 investment experience of such Directed Account. Where a Directed Account
 reflects segregated investments, the manner of allocating net income or loss
 shall not result in a Participant (or Beneficiary) being entitled to
 distribution from the Directed Account that exceeds the value of such Account
 as of the date of distribution. 


	
 

	
 

	
 


	
(c)

	
Share or unit accounting.
 The Plan’s investment procedures may provide for share or unit accounting to
 reflect the value of Accounts, if such method is appropriate for the
 investments allocable to such Accounts. 


	
 

	
 

	
 


	
(d)

	
Suspense accounts.
 The Plan’s investment procedures also may provide for special valuation
 procedures for suspense accounts that are properly established under the
 Plan. 








	
 

	
 

	
 


	



	
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13.5

	
Investments under the Plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Investment options.
 The Trustee or other person(s) responsible for the investment of Plan assets
 is authorized to invest Plan assets in any prudent investment consistent with
 the funding policy of the Plan and the requirements of ERISA. Investment
 options include, but are not limited to, the following: common and preferred
 stock or other equity securities (including stock bought and sold on margin);
 Qualifying Employer Securities and Qualifying Employer Real Property (to the
 extent permitted under subsection (b) below), corporate bonds; open-end or closed-end
 mutual funds (including funds for which the Prototype Sponsor, Trustee, or
 their affiliates serve as investment advisor or in any other capacity); money
 market accounts; certificates of deposit; debentures; commercial paper; put
 and call options; limited partnerships; mortgages; U.S. Government
 obligations, including U.S. Treasury notes and bonds; real and personal
 property having a ready market; life insurance or annuity policies;
 commodities; savings accounts; notes; and securities issued by the Trustee
 and/or its affiliates, as permitted by law. Plan assets may also be invested
 in a common/collective trust fund, or in a group trust fund that satisfies
 the requirements of IRS Revenue Ruling 81-100. All of the terms and
 provisions of any such common/collective trust fund or group trust into which
 Plan assets are invested are incorporated by reference into the provisions of
 the Trust for this Plan. No portion of any voluntary, tax deductible Employee
 contributions being held under the Plan (or any earnings thereon) may be
 invested in life insurance contracts or, as with any Participant-directed
 investment, in tangible personal property characterized by the IRS as a
 collectible. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Limitations on the investment in Qualifying Employer Securities and Qualifying Employer
Real Property.
 The Trustee may invest in Qualifying Employer Securities and Qualifying
 Employer Real Property up to certain limits. Any such investment shall only
 be made upon written direction of the Employer who shall be solely
 responsible for the propriety of such investment. Additional directives
 regarding the purchase, sale, retention or valuing of such securities may be
 addressed in a funding policy, statement of investment policy, or other
 separate procedures or documents governing the investment of Plan assets. In
 any conflicts between the Plan document and a separate investment trust
 agreement, the Plan document shall prevail. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Money purchase plan. In the case of a money
 purchase plan, no more than 10% of the fair market value of Plan assets may
 be invested in Qualifying Employer Securities and Qualifying Employer Real
 Property. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Profit sharing plan other than a 401(k) plan.
 In the case of a profit sharing plan other than a 401(k) plan, no limit applies
 to the percentage of Plan assets invested in Qualifying Employer Securities
 and Qualifying Employer Real Property, except as provided in a funding
 policy, statement of investment policy, or other separate procedures or
 documents governing the investment of Plan assets. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
401(k) plan. For Plan Years beginning after
 December 31, 1998, with respect to the portion of the Plan consisting of
 amounts attributable to Section 401(k) Deferrals, no more than 10% of the
 fair market value of Plan assets attributable to Section 401(k) Deferrals may
 be invested in Qualifying Employer Securities and Qualifying Employer Real
 Property if the Employer, the Trustee, or a person other than the Participant
 requires any portion of the Section 401(k) Deferrals and attributable
 earnings to be invested in Qualifying Employer Securities or Qualifying
 Employer Real Property. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Exceptions to Limitation. The limitation in
 this subsection (3) shall not apply if any one of the conditions in
 subsections (A), (B) or (C) applies. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Investment
 of Section 401(k) Deferrals in Qualifying Employer Securities or Qualifying
 Real Property is solely at the discretion of the Participant. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
As of the
 last day of the preceding Plan Year, the fair market value of assets of all
 profit sharing plans and 401(k) plans of the Employer was not more than 10%
 of the fair market value of all assets under plans maintained by the
 Employer. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
The portion
 of a Participant’s Section 401(k) Deferrals required to be invested in
 Qualifying Employer Securities and Qualifying Employer Real Property for the
 Plan Year does not exceed 1% of such Participant’s Included Compensation. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Plan Years Beginning Prior to January 1, 1999.
 For Plan Years beginning before January 1, 1999, the limitations in this
 subsection (3) do not apply and a 401(k) plan is treated like any other
 profit sharing plan. 








	
 

	
 

	
 


	



	
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(iii)

	
No application to other contributions. The
 limitation in this subsection (3) has no application to Employer Matching
 Contributions or Employer Nonelective Contributions. Instead, the rules under
 subsection (2) above apply for such contributions. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Participant direction of investments. If the Plan (by election in Part 12, #43 of the
 Agreement [Part 12, #61 of the 401(k) Agreement] or by the Plan
 Administrator’s administrative election) permits Participant direction of
 investments, the Plan Administrator must adopt investment procedures for such
 direction. The investment procedures should set forth the permissible
 investment options available for Participant direction, the timing and
 frequency of investment changes, and any other procedures or limitations
 applicable to Participant direction of investment. In no case may
 Participants direct that investments be made in collectibles, other than U.S.
 Government or State issued gold and silver coins. The investment procedures
 adopted by the Plan Administrator are incorporated by reference into the
 Plan. If Participant investment direction is limited to specific investment
 options (such as designated mutual funds or common or collective trust
 funds), it shall be the sole and exclusive responsibility of the Employer or
 Plan Administrator to select the investment options, and the Trustee shall
 not be responsible for selecting or monitoring such investment options,
 unless the Trustee has otherwise agreed in writing. 


	
 

	
 

	
 


	
 

	
 

	
The Employer
 may elect under Part 12, #43.b.(1) of the Agreement [Part 12, #61.b.(1) of
 the 401(k) Agreement] or under the separate investment procedures to limit
 Participant direction of investment to specific types of contributions. The
 investment procedures adopted by the Plan Administrator may (but need not)
 allow Beneficiaries under the Plan to direct investments. (See Section
 13.4(b) for rules regarding allocation of net income or loss to a Directed
 Account.) 


	
 

	
 

	
 


	
 

	
 

	
If
 Participant direction of investments is permitted, the Employer will
 designate how accounts will be invested in the absence of proper affirmative
 direction from the Participant. Except as otherwise provided in this Plan,
 neither the Trustee, the Employer, nor any other fiduciary of the Plan will
 be liable to the Participant or Beneficiary for any loss resulting from
 action taken at the direction of the Participant. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Trustee to follow Participant direction. To
 the extent the Plan allows Participant direction of investment, the Trustee
 is authorized to follow the Participant’s written direction (or other form of
 direction deemed acceptable by the Trustee). A Directed Account will be
 established for the portion of the Participant’s Account that is subject to
 Participant direction of investment. The Trustee may decline to follow a
 Participant’s investment direction to the extent such direction would: (i)
 result in a prohibited transaction; (ii) cause the assets of the Plan to be
 maintained outside the jurisdiction of the U.S. courts; (iii) jeopardize the
 Plan’s tax qualification; (iv) be contrary to the Plan’s governing documents;
 (v) cause the assets to be invested in collectibles within the meaning of
 Code §408(m); (vi) generate unrelated business taxable income; or (vii)
 result (or could result) in a loss exceeding the value of the Participant’s
 Account. The Trustee will not be responsible for any loss or expense
 resulting from a failure to follow a Participant’s direction in accordance
 with the requirements of this paragraph. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Participant
 directions will be processed as soon as administratively practicable
 following receipt of such directions by the Trustee. The Trustee, Plan
 Administrator, or Employer will not be liable for a delay in the processing
 of a Participant direction that is caused by a legitimate business reason
 (including, but not limited to, a failure of computer systems or programs,
 failure in the means of data transmission, the failure to timely receive
 values or prices, or other unforeseen problems outside of the control of the
 Trustee, Plan Administrator, or Employer). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
ERISA §404(c) protection. If the Plan (by
 Employer election under Part 12, #43.b.(2) of the Agreement [Part 12,
 #61.b.(2) of the 401(k) Agreement] or pursuant to the Plan’s investment
 procedures) is intended to comply with ERISA §404(c), the Participant
 investment direction program adopted by the Plan Administrator should comply
 with applicable Department of Labor regulations. Compliance with ERISA
 §404(c) is not required for plan qualification purposes. The following
 information is provided solely as guidance to assist the Plan Administrator
 in meeting the requirements of ERISA §404(c). Failure to meet any of the
 following safe harbor requirements does not impose any liability on the Plan
 Administrator (or any other fiduciary under the Plan) for investment
 decisions made by Participants, nor does it mean that the Plan does not
 comply with ERISA §404(c). Nothing in this Plan shall impose any greater
 duties upon the Trustee with respect to the implementation of ERISA §404(c)
 than those duties expressly provided for in procedures adopted by the
 Employer and agreed to by the Trustee. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Disclosure requirements. The Plan
 Administrator (or other Plan fiduciary who has agreed to perform this
 activity) shall provide, or shall cause a person designated to act on his
 behalf to provide, the following information to Participants: 








	
 

	
 

	
 


	



	
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(A)

	
Mandatory disclosures. To satisfy the
 requirements of ERISA §404(c), the Participants must receive certain
 mandatory disclosures, including (I) an explanation that the Plan is intended
 to be an ERISA §404(c) plan; (II) a description of the investment options
 under the Plan; (III) the identity of any designated Investment Managers that
 may be selected by the Participant; (IV) any restrictions on investment
 selection or transfers among investment vehicles; (V) an explanation of the
 fees and expenses that may be charged in collection with the investment
 transactions; (VI) the materials relating to voting rights or other rights
 incidental to the holding of an investment; (VII) the most recent prospectus
 for an investment option which is subject to the Securities Act of 1933. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Disclosures upon request. In addition, a
 Participant must be able to receive upon request (I) the current value of the
 Participant’s interest in an investment option; (II) the value and investment
 performance of investment alternatives available under the Plan; (III) the
 annual operating expenses of a designated investment alternative; and (IV)
 copies of any prospectuses, or other material, relating to available
 investment options. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Diversified investment options. The
 investment procedure must provide at least three diversified investment
 options that offer a broad range of investment opportunity. Each of the
 investment opportunities must have materially different risk and return
 characteristics. The procedure may allow investment under a segregated
 brokerage account. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Frequency of investment instructions. The
 investment procedure must provide the Participant with the opportunity to
 give investment instructions as frequently as is appropriate to the
 volatility of the investment. For each investment option, the frequency can
 be no less than quarterly. 








	
 

	
 

	
 


	



	
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ARTICLE
14

PARTICIPANT LOANS


This Article
contains rules for providing loans to Participants under the Plan. This Article
applies if: (1) the Employer elects under Part 12 of the Agreement to provide
loans to Participants or (2) if Part 12 does not specify whether Participant
loans are available, the Plan Administrator decides to implement a Participant
loan program. Any Participant loans will be made pursuant to the default loan
policy prescribed by this Article 14 unless the Plan Administrator adopts a
separate written loan policy or modifies the default loan policy in this
Article 14 by adopting modified loan provisions. If the Employer adopts a
separate written loan policy or written modifications to the default loan
program in this Article, the terms of such loan policy or written modifications
will control over the terms of this Plan with respect to the administration of
any Participant loans. 


	
 

	
 

	
 


	
14.1

	
Default Loan Policy.
 Loans are available under this Article only if such loans: 


	
 

	
 

	
 


	
 

	
(a)

	
are
 available to Participants on a reasonably equivalent basis (see Section
 14.3); 


	
 

	
 

	
 


	
 

	
(b)

	
are not
 available to Highly Compensated Employees in an amount greater than the
 amount that is available to other Participants; 


	
 

	
 

	
 


	
 

	
(c)

	
bear a
 reasonable rate of interest (as determined under Section 14.4) and are
 adequately secured (as determined under Section 14.5); 


	
 

	
 

	
 


	
 

	
(d)

	
provide for
 periodic repayment within a specified period of time (as determined under
 Section 14.6); and 


	
 

	
 

	
 


	
 

	
(e)

	
do not
 exceed, for any Participant, the amount designated under Section 14.7.


	
 

	
 

	
 


	
 

	
A separate
 written loan policy may not modify the requirements under subsections (a)
 through (e) above, except as permitted in the referenced Sections of this
 Article. 


	
 

	
 

	
 


	
14.2

	
Administration of Loan Program. A Participant loan is available under this Article only
 if the Participant makes a request for such a loan in accordance with the
 provisions of this Article or in accordance with a separate written loan
 policy. To receive a Participant loan, a Participant must sign a promissory
 note along with a pledge or assignment of the portion of the Account Balance
 used for security on the loan. Except as provided in a separate loan policy
 or in a written modification to the default loan policy in this Article, any
 reference under this Article 14 to a Participant means a Participant or Beneficiary
 who is a party in interest (as defined in ERISA §3(14)). 


	
 

	
 

	
 


	
 

	
In the case
 of a restated Plan, if any provision of this Article 14 is more restrictive
 than the terms of the Plan (or a separate written loan policy) in effect
 prior to the adoption of this Prototype Plan, such provision shall apply only
 to loans finalized after the adoption of this Prototype Plan, even if the
 restated Effective Date indicated in the Agreement predates the adoption of
 the Plan. 


	
 

	
 

	
 


	
14.3

	
Availability of Participant Loans.
 Participant loans must be made available to Participants in a reasonably
 equivalent manner. The Plan Administrator may refuse to make a loan to any
 Participant who is determined to be not creditworthy. For this purpose, a
 Participant is not creditworthy if, based on the facts and circumstances, it
 is reasonable to believe that the Participant will not repay the loan. A
 Participant who has defaulted on a previous loan from the Plan and has not
 repaid such loan (with accrued interest) at the time of any subsequent loan
 will not be treated as creditworthy until such time as the Participant repays
 the defaulted loan (with accrued interest). A separate written loan policy or
 written modification to this loan policy may prescribe different rules for
 determining creditworthiness and to what extent creditworthiness must be
 determined. 


	
 

	
 

	
 


	
 

	
No
 Participant loan will be made to any Shareholder-Employee or Owner-Employee
 unless a prohibited transaction exemption for such loan is obtained from the
 Department of Labor or the prohibition against loans to such individuals is
 formally withdrawn by statute or by action of the Treasury or the Department
 of Labor. The prohibition against loans to Shareholder-Employees and
 Owner-Employees outlined in this paragraph may not be modified by a separate
 written loan policy. 


	
 

	
 

	
 


	
14.4

	
Reasonable Interest Rate.
 A Participant must be charged a reasonable rate of interest for any loan
 he/she receives. For this purpose, the interest rate charged on a Participant
 loan must be commensurate with the interest rates charged by persons in the
 business of lending money for loans under similar circumstances. The Plan
 Administrator will determine a reasonable rate of interest by reviewing the
 interest rates charged by a sample of third party lenders in the same
 geographical region as the Employer. The Plan Administrator must periodically
 review its interest rate assumptions to ensure the interest rate charged on
 Participant loans is reasonable. A separate written loan policy or written
 modifications to this loan policy may prescribe an alternative means of
 establishing a reasonable interest rate. 


	
 

	
 

	
 


	
14.5

	
Adequate Security.
 All Participant loans must be adequately secured. The Participant’s vested
 Account Balance shall be used as security for a Participant loan provided the
 outstanding balance of all Participant loans made to such 








	
 

	
 

	
 


	



	
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Participant
 does not exceed 50% of the Participant’s vested Account Balance, determined
 immediately after the origination of each loan, and if applicable, the
 spousal consent requirements described in Section 14.9 have been satisfied.
 The Plan Administrator (with the consent of the Trustee) may require a
 Participant to provide additional collateral to receive a Participant loan if
 the Plan Administrator determines such additional collateral is required to
 protect the interests of Plan Participants. A separate loan policy or written
 modifications to this loan policy may prescribe alternative rules for
 obtaining adequate security. However, the 50% rule in this paragraph may not
 be replaced with a greater percentage.


	
 

	
 

	
 


	
14.6

	
Periodic Repayment. A
 Participant loan must provide for level amortization with payments to be made
 not less frequently than quarterly. A Participant loan must be payable within
 a period not exceeding five (5) years from the date the Participant receives
 the loan from the Plan, unless the loan is for the purchase of the
 Participant’s principal residence, in which case the loan must be payable
 within a reasonable time commensurate with the repayment period permitted by
 commercial lenders for similar loans. Loan repayments must be made through
 payroll withholding, except to the extent the Plan Administrator determines
 payroll withholding is not practical given the level of a Participant’s
 wages, the frequency with which the Participant is paid, or other
 circumstances. 


	
 

	
 

	
 


	
 

	
(a)

	
Unpaid leave of absence.
 A Participant with an outstanding Participant loan may suspend loan payments
 to the Plan for up to 12 months for any period during which the Participant
 is on an unpaid leave of absence. Upon the Participant’s return to employment
 (or after the end of the 12-month period, if earlier), the Participant’s
 outstanding loan will be reamortized over the remaining period of such loan
 to make up for the missed payments. The reamortized loan may extend beyond
 the original loan term so long as the loan is paid in full by whichever of
 the following dates comes first: (1) the date which is five (5) years from
 the original date of the loan (or the end of the suspension, if sooner), or
 (2) the original loan repayment deadline (or the end of the suspension
 period, if later) plus the length of the suspension period. 


	
 

	
 

	
 


	
 

	
(b)

	
Military leave. A
 Participant with an outstanding Participant loan also may suspend loan
 payments for any period such Participant is on military leave, in accordance
 with Code §414(u)(4). Upon the Participant’s return from military leave (or
 the expiration of five years from the date the Participant began his/her
 military leave, if earlier), loan payments will recommence under the
 amortization schedule in effect prior to the Participant’s military leave,
 without regard to the five-year maximum loan repayment period. Alternatively,
 the loan may be reamortized to require a different level of loan payment, as
 long as the amount and frequency of such payments are not less than the
 amount and frequency under the amortization schedule in effect prior to the
 Participant’s military leave. 


	
 

	
 

	
 


	
 

	
A separate
 loan policy or written modification to this loan policy may (1) modify the
 time period for repaying Participant loans, provided Participant loans are
 required to be repaid over a period that is not longer than the periods
 described in this Section; (2) specify the frequency of Participant loan
 repayments, provided the payments are required at least quarterly; (3) modify
 the requirement that loans be repaid through payroll withholding; or (4)
 modify or eliminate the leave of absence and/or military leave rules under
 this Section. 


	
 

	
 

	
 


	
14.7

	
Loan Limitations. A
 Participant loan may not be made to the extent such loan (when added to the
 outstanding balance of all other loans made to the Participant) exceeds the
 lesser of: 


	
 

	
 

	
 


	
 

	
(a)

	
$50,000
 (reduced by the excess, if any, of the Participant’s highest outstanding
 balance of loans from the Plan during the one-year period ending on the day
 before the date on which such loan is made, over the Participant’s
 outstanding balance of loans from the Plan as of the date such loan is made)
 or 


	
 

	
 

	
 


	
 

	
(b)

	
one-half
 (1⁄2) of the Participant’s vested Account Balance, determined as of the
 Valuation Date coinciding with or immediately preceding such loan, adjusted
 for any contributions or distributions made since such Valuation Date. 


	
 

	
 

	
 


	
 

	
A
 Participant may not receive a Participant loan of less than $1,000 nor may a
 Participant have more than one Participant loan outstanding at any time. A
 Participant may renegotiate a loan without violating the one outstanding loan
 requirement to the extent such renegotiated loan is a new loan (i.e., the
 renegotiated loan separately satisfies the reasonable interest rate
 requirement under Section 14.4, the adequate security requirement under
 Section 14.5, and the periodic repayment requirement under Section 14.6). and
 the renegotiated loan does not exceed the limitations under (a) or (b) above,
 treating both the replaced loan and the renegotiated loan as outstanding at
 the same time. However, if the term of the renegotiated loan does not end
 later than the original term of the replaced loan, the replaced loan may be
 ignored in applying the limitations under (a) and (b) above. 


	
 

	
 

	
 


	
 

	
In applying
 the limitations under this Section, all plans maintained by the Employer are
 aggregated and treated as a single plan. In addition, any assignment or
 pledge of any portion of the Participant’s interest in the Plan and any loan,
 pledge, or assignment with respect to any insurance contract purchased under
 the Plan will be treated as loan under this Section. 








	
 

	
 

	
 


	



	
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A separate
 written loan policy or written modifications to this loan policy may (1)
 modify the limitations on the amount of a Participant loan; (2) modify or
 eliminate the minimum loan amount requirement; (3) permit a Participant to
 have more than one loan outstanding at a time; (4) prescribe limitations on
 the purposes for which loans may be required; or (5) prescribe rules for reamortization,
 consolidation, renegotiation, or refinancing of loans. 


	
 

	
 

	
 


	
14.8

	
Segregated Investment.
 A Participant loan is treated as a segregated investment on behalf of the
 individual Participant for whom the loan is made. The Plan Administrator may
 adopt separate administrative procedures for determining which type or types
 of contributions (and the amount of each type of contribution) may be used to
 provide the Participant loan. If the Plan Administrator does not adopt
 procedures designating the type of contributions from which the Participant
 loan will be made, such loan is deemed to be made on a proportionate basis
 from each type of contribution. 


	
 

	
 


	
 

	
Unless
 requested otherwise on the Participant’s loan application, a Participant loan
 will be made equally from all investment funds in which the applicable
 contributions are held. A Participant or Beneficiary may direct the Trustee,
 on his/her loan application, to withdraw the Participant loan amounts from a
 specific investment fund or funds. A Participant loan will not violate the
 requirements of this default loan policy merely because the Plan
 Administrator does not permit the Participant to designate the contributions
 or funds from which the Participant loan will be made. Each payment of
 principal and interest paid by a Participant on his/her Participant loan
 shall be credited proportionately to such Participant’s Account(s) and to the
 investment funds within such Account(s). 


	
 

	
 


	
 

	
A separate
 loan policy or written modifications to this loan policy may modify the rules
 of this Section without limitation, including prescribing different rules for
 determining the source of a loan with respect to contribution types and
 investment funds. 


	
 

	
 


	
14.9

	
Spousal Consent. If
 this Plan is subject to the Joint and Survivor Annuity requirements under
 Article 9, a Participant may not use his/her Account Balance as security for
 a Participant loan unless the Participant’s spouse, if any, consents to the
 use of such Account Balance as security for the loan. The spousal consent
 must be made within the 90-day period ending on the date the Participant’s
 Account Balance is to be used as security for the loan. Spousal consent is
 not required, however, if the value of the Participant’s total vested Account
 Balance (as determined under Section 8.3(e)) does not exceed $5,000 ($3,500
 for loans made before the time the $5,000 rules becomes effective under
 Section 8.3). If the Plan is not subject to the Joint and Survivor Annuity
 requirements under Article 9, a spouse’s consent is not required to use a
 Participant’s Account Balance as security for a Participant loan, regardless
 of the value of the Participant’s Account Balance. 


	
 

	
 


	
 

	
Any spousal
 consent required under this Section must be in writing, must acknowledge the
 effect of the loan, and must be witnessed by a plan representative or notary
 public. Any such consent to use the Participant’s Account Balance as security
 for a Participant loan is binding with respect to the consenting spouse and
 with respect to any subsequent spouse as it applies to such loan. A new
 spousal consent will be required if the Account Balance is subsequently used
 as security for a renegotiation, extension, renewal, or other revision of the
 loan. A new spousal consent also will be required only if any portion of the
 Participant’s Account Balance will be used as security for a subsequent
 Participant loan. 


	
 

	
 


	
 

	
A separate
 loan policy or written modifications to this loan policy may not eliminate
 the spousal consent requirement where it would be required under this
 Section, but may impose spousal consent requirements that are not prescribed
 by this Section. 


	
 

	
 


	
14.10

	
Procedures for Loan Default. A Participant will be considered to be in default with
 respect to a loan if any scheduled repayment with respect to such loan is not
 made by the end of the calendar quarter following the calendar quarter in
 which the missed payment was due. 


	
 

	
 


	
 

	
If a
 Participant defaults on a Participant loan, the Plan may not offset the
 Participant’s Account Balance until the Participant is otherwise entitled to
 an immediate distribution of the portion of the Account Balance which will be
 offset and such amount being offset is available as security on the loan,
 pursuant to Section 14.5. For this purpose, a loan default is treated as an immediate
 distribution event to the extent the law does not prohibit an actual
 distribution of the type of contributions which would be offset as a result
 of the loan default (determined without regard to the consent requirements
 under Articles 8 and 9, so long as spousal consent was properly obtained at
 the time of the loan, if required under Section 14.9). The Participant may
 repay the outstanding balance of a defaulted loan (including accrued interest
 through the date of repayment) at any time. 


	
 

	
 


	
 

	
Pending the
 offset of a Participant’s Account Balance following a defaulted loan, the
 following rules apply to the amount in default. 


	
 

	
 


	
 

	
(a)

	
Interest
 continues to accrue on the amount in default until the time of the loan
 offset or, if earlier, the date the loan repayments are made current or the
 amount is satisfied with other collateral. 








	
 

	
 

	
 


	



	
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(b)

	
A subsequent
 offset of the amount in default is not reported as a taxable distribution,
 except to the extent the taxable portion of the default amount was not
 previously reported by the Plan as a taxable distribution. 


	
 

	
 

	
 


	
 

	
(c)

	
The
 post-default accrued interest included in the loan offset is not reported as
 a taxable distribution at the time of the offset. 


	
 

	
 

	
 


	
 

	
A separate
 loan policy or written modifications to this loan policy may modify the
 procedures for determining a loan default. 


	
 

	
 


	
14.11

	
Termination of Employment. 


	
 

	
 


	
 

	
(a)

	
Offset of outstanding loan.
 A Participant loan becomes due and payable in full immediately upon the
 Participant’s termination of employment. Upon a Participant’s termination,
 the Participant may repay the entire outstanding balance of the loan
 (including any accrued interest) within a reasonable period following
 termination of employment. If the Participant does not repay the entire
 outstanding loan balance, the Participant’s vested Account Balance will be
 reduced by the remaining outstanding balance of the loan (without regard to
 the consent requirements under Articles 8 and 9, so long as spousal consent
 was properly obtained at the time of the loan, if required under Section
 14.9), to the extent such Account Balance is available as security on the
 loan, pursuant to Section 14.5, and the remaining vested Account Balance will
 be distributed in accordance with the distribution provisions under Article
 8. If the outstanding loan balance of a deceased Participant is not repaid,
 the outstanding loan balance shall be treated as a distribution to the Participant
 and shall reduce the death benefit amount payable to the Beneficiary under
 Section 8.4. 


	
 

	
 

	
 


	
 

	
(b)

	
Direct Rollover. Upon
 termination of employment, a Participant may request a Direct Rollover of the
 loan note (provided the distribution is an Eligible Rollover Distribution as
 defined in Section 8.8(a)) to another qualified plan which agrees to accept a
 Direct Rollover of the loan note. A Participant may not engage in a Direct
 Rollover of a loan to the extent the Participant has already received a deemed
 distribution with respect to such loan. (See the rules regarding deemed
 distributions upon a loan default under Section 14.10.) 


	
 

	
 

	
 


	
 

	
(c)

	
Modified loan policy.
 A separate loan policy or written modifications to this loan policy may
 modify this Section 14.11, including, but not limited to: (1) a provision to
 permit loan repayments to continue beyond termination of employment; (2) to
 prohibit the Direct Rollover of a loan note; and (3) to provide for other
 events that may accelerate the Participant’s repayment obligation under the
 loan. 








	
 

	
 

	
 


	




	
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ARTICLE 15

INVESTMENT IN LIFE INSURANCE


This Article
provides special rules for Plans that permit investment in life insurance on
the life of the Participant, the Participant’s spouse, or other family members.
The Employer may elect in Part 12 of the Agreement to permit life insurance
investments in the Plan, or life insurance investments may be permitted,
prohibited, or restricted under the Plan through separate investment procedures
or a separate funding policy. If the Plan prohibits investments in life insurance,
this Article does not apply. 


	
 

	
 

	
 


	
15.1

	
Investment in Life Insurance.
 A group or individual life insurance policy purchased by the Plan may be
 issued on the life of a Participant, a Participant’s spouse, a Participant’s
 child or children, a family member of the Participant, or any other
 individual with an insurable interest. If this Plan is a money purchase plan,
 a life insurance policy may only be issued on the life of the Participant. A
 life insurance policy includes any type of policy, including a second-to-die
 policy, provided that the holding of a particular type of policy is not
 prohibited under rules applicable to qualified plans. 


	
 

	
 

	
 


	
 

	
Any premiums
 on life insurance held for the benefit of a Participant will be charged
 against such Participant’s vested Account Balance. Unless directed otherwise,
 the Plan Administrator will reduce each of the Participant’s Accounts under
 the Plan equally to pay premiums on life insurance held for such
 Participant’s benefit. Any premiums paid for life insurance policies must
 satisfy the incidental life insurance rules under Section 15.2. 


	
 

	
 


	
15.2

	
Incidental Life Insurance Rules.
 Any life insurance purchased under the Plan must meet the following
 requirements: 


	
 

	
 


	
 

	
(a)

	
Ordinary life insurance policies.
 The aggregate premiums paid for ordinary life insurance policies (i.e.,
 policies with both nondecreasing death benefits and nonincreasing premiums)
 for the benefit of a Participant shall not at any time exceed 49% of the
 aggregate amount of Employer Contributions (including Section 401 (k)
 Deferrals) and forfeitures that have been allocated to the Account of such
 Participant. 


	
 

	
 

	
 


	
 

	
(b)

	
Life insurance policies other than ordinary
 life. The aggregate premiums paid for term,
 universal or other life insurance policies (other than ordinary life
 insurance policies) for the benefit of a Participant shall not at any time
 exceed 25% of the aggregate amount of Employer Contributions (including
 Section 401(k) Deferrals) and forfeitures that have been allocated to the
 Account of such Participant. 


	
 

	
 

	
 


	
 

	
(c)

	
Combination of ordinary and other life
 insurance policies. The Sum of one-half (1/2) of the
 aggregate premiums paid for ordinary life insurance policies plus all the
 aggregate premiums paid for any other life insurance policies for the benefit
 of a Participant shall not at any time exceed 25% of the aggregate amount of
 Employer Contributions (including Section 401(k) Deferrals) and forfeitures
 which have been allocated to the Account of such Participant. 


	
 

	
 

	
 


	
 

	
(d)

	
Exception for certain profit sharing and
 401(k) plans. If the Plan is a profit sharing plan
 or a 401(k) plan, the limitations in this Section do not apply to the extent
 life insurance premiums are paid only with Employer Contributions and
 forfeitures that have been accumulated in the Participant’s Account for at
 least two years or are paid with respect to a Participant who has been an
 Eligible Participant for at least five years. For purposes of applying this
 special limitation, Employer Contributions do not include any Section 401(k)
 Deferrals, QMACs, QNECs or Safe- Harbor Contributions under a 401(k) plan. 


	
 

	
 

	
 


	
 

	
(e)

	
Exception for Employee After-Tax Contributions
 and Rollover Contributions. The Plan Administrator
 also may invest, with the Participant’s consent, any portion of the
 Participant’s Employee After-Tax Contribution Account or Rollover
 Contribution Account in a group or individual life insurance policy for the
 benefit of such Participant, without regard to the incidental life insurance
 rules under this Section. 


	
 

	
 

	
 


	
15.3

	
Ownership of Life Insurance Policies.
 The Trustee is the owner of any life insurance policies purchased under the
 Plan in accordance with the provisions of this Article 15. Any life insurance
 policy purchased under the Plan must designate the Trustee as owner and
 beneficiary under the policy. The Trustee will pay all proceeds of any life
 insurance policies to the Beneficiary of the Participant for whom such policy
 is held in accordance with the distribution provisions under Article 8 and the
 Joint and Survivor Annuity requirements under Article 9. In no event shall
 the Trustee retain any part of the proceeds from any life insurance policies
 for the benefit of the Plan. 


	
 

	
 


	
15.4

	
Evidence of Insurability.
 Prior to purchasing a life insurance policy, the Plan Administrator may
 require the individual whose life is being insured to provide evidence of
 insurability, such as a physical examination, as may be required by the
 Insurer. 


	
 

	
 


	
15.5

	
Distribution of Insurance Policies.
 Life insurance policies under the Plan, which are held on behalf of a
 Participant, must be distributed to the Participant or converted to cash upon
 the later of the Participant’s Distribution Commencement Date (as defined in
 Section 22.56) or termination of employment. Any life insurance policies that
 are held on behalf of a terminated Participant must continue to satisfy the
 incidental life insurance rules under Section 15.2. 








	
 

	
 


	



	
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If a life
 insurance policy is purchased on behalf of an individual other than the
 Participant, and such individual dies, the Participant may withdraw any or
 all life insurance proceeds from the Plan, to the extent such proceeds exceed
 the cash value of the life insurance policy determined immediately before the
 death of the insured individual. 


	
 

	
 


	
15.6

	
Discontinuance of Insurance Policies.
 Investments in life insurance may be discontinued at any time, either at the
 direction of the Trustee or other fiduciary responsible for making investment
 decisions. If the Plan provides for Participant direction of investments,
 life insurance as an investment option may be eliminated at any time by the
 Plan Administrator. Where life insurance investment options are being discontinued,
 the Plan Administrator, in its sole discretion, may offer the sale of the
 insurance policies to the Participant, or to another person, provided that
 the prohibited transaction exemption requirements prescribed by the
 Department of Labor are satisfied. 


	
 

	
 


	
15.7

	
Protection of Insurer.
 An Insurer that issues a life insurance policy under the terms of this
 Article, shall not be responsible for the validity of this Plan and shall be
 protected and held harmless for any actions taken or not taken by the Trustee
 or any actions taken in accordance with written directions from the Trustee
 or the Employer (or any duly authorized representatives of the Trustee or
 Employer). An Insurer shall have no obligation to determine the propriety of
 any premium payments or to guarantee the proper application of any payments
 made by the insurance company to the Trustee. 


	
 

	
 


	
 

	
The Insurer
 is not and shall not be considered a party to this Agreement and is not a
 fiduciary with respect to the Plan solely as a result of the issuance of life
 insurance policies under this Article 15. 


	
 

	
 


	
15.8

	
No Responsibility for Act of Insurer.
 Neither the Employer, the Plan Administrator nor the Trustee shall be
 responsible for the validity of the provisions under a life insurance policy
 issued under this Article 15 or for the failure or refusal by the Insurer to
 provide benefits under such policy. The Employer, the Plan Administrator and
 the Trustee are also not responsible for any action or failure to act by the
 Insurer or any other person which results in the delay of a payment under the
 life insurance policy or which renders the policy invalid or unenforceable in
 whole or in part. 








	
 

	
 


	



	
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ARTICLE 16

TOP-HEAVY PLAN REQUlREMENTS


	
 

	
 

	
 

	
 

	
 


	
This Article
 contains the rules for determining whether the Plan is a Top-Heavy Plan and
 the consequences of having a Top-Heavy Plan. Part 6 of the Agreement provides
 for elections relating to the vesting schedule for a Top-Heavy Plan. Part 13
 of the Agreement allows the Employer to elect to satisfy the Top-Heavy Plan
 allocation requirements under another plan. 


	
 


	
16.1

	
In General. If the
 Plan is or becomes a Top-Heavy Plan in any Plan Year, the provisions of this
 Article 16 will supersede any conflicting provisions in the Plan or
 Agreement. However, this Article 16 will no longer apply if Code §416 is
 repealed. 


	
 

	
 


	
16.2

	
Top-Heavy Plan Consequences. 


	
 

	
 


	
 

	
(a)

	
Minimum allocation for Non-Key Employees. If the Plan is a Top-Heavy Plan for any Plan
Year,
 except as otherwise provided in subsections (4) and (5) below, the Employer
 Contributions and forfeitures allocated for the Plan Year on behalf of any
 Eligible Participant who is a Non-Key Employee must not be less than a
 minimum percentage of the Participant’s Total Compensation (as defined in
 Section 16.3(i)). If any Non-Key Employee who is entitled to receive a
 top-heavy minimum contribution pursuant to this Section 16.2(a) fails to
 receive an appropriate allocation, the Employer will make an additional
 contribution on behalf of such Non-Key Employee to satisfy the requirements
 of this Section. The Employer may elect under Part 4 of the Agreement [Part
 4C of the 401(k) Agreement] to make the top-heavy contribution to all
 Eligible Participants. If the Employer elects under the Agreement to provide
 the top-heavy minimum contribution to all Eligible Participants, the Employer
 also will make an additional contribution on behalf of any Key Employee who
 is an Eligible Participant and who did not receive an allocation equal to the
 top-heavy minimum contribution. 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Determining the minimum percentage. The
 minimum percentage that must be allocated under subsection (a) above is the
 lesser of: (i) three (3) percent of Total Compensation for the Plan Year or
 (ii) the highest contribution rate for any Key Employee for the Plan Year.
 The highest contribution rate for a Key Employee is determined by taking into
 account the total Employer Contributions and forfeitures allocated to each
 Key Employee for the Plan Year, as a percentage of the Key Employee’s Total
 Compensation. A Key Employee’s contribution rate includes Section 401(k)
 Deferrals made by the Key Employee for the Plan Year (except as provided by
 regulation or statute). If this Plan is aggregated with a Defined Benefit
 Plan to satisfy the requirements of Code §401(a)(4) or Code §410(b), the
 minimum percentage is three (3) percent, without regard to the highest Key
 Employee contribution rate. See subsection (5) below if the Employer
 maintains more than one plan. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Determining whether the Non-Key Employee’s allocation satisfies the
 minimum percentage. To determine if a Non-Key
 Employee’s allocation of Employer Contributions and forfeitures is at least
 equal to the minimum percentage, the Employee’s Section 401(k) Deferrals for
 the Plan Year are disregarded. In addition, Matching Contributions allocated
 to the Employee’s Account for the Plan Year are disregarded, unless: (i) the
 Plan Administrator elects to take all or a portion of the Matching
 Contributions into account, or (ii) Matching Contributions are taken into
 account by statute or regulation. The rule in (i) does not apply unless the
 Matching Contributions so taken into account could satisfy the
 nondiscrimination testing requirements under Code §401(a)(4) if tested
 separately. Any Employer Matching Contributions used to satisfy the Top-Heavy
 Plan minimum allocation may not be used in the ACP Test (as defined in
 Section 17.3), except to the extent permitted under statute, regulation or
 other guidance of general applicability. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Certain allocation conditions inapplicable.
 The Top-Heavy Plan minimum allocation shall be made even though, under other
 Plan provisions, the Non-Key Employee would not otherwise be entitled to
 receive an allocation, or would have received a lesser allocation for the
 Plan Year because of: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the
 Participant’s failure to complete 1,000 Hours of Service (or any equivalent
 provided in the Plan),


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
the
 Participant’s failure to make Employee After-Tax Contributions to the Plan,
 or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Total
 Compensation is less than a stated amount.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The minimum
 allocation also is determined without regard to any Social Security
 contribution or whether an Eligible Participant fails to make Section 401(k)
 Deferrals for a Plan Year in which the Plan includes a 401(k) feature.








	
 

	
 


	



	
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(4)

	
Participants not employed on the last day of the Plan Year.
 The minimum allocation requirement described in this subsection (a) does not
 apply to an Eligible Participant who was not employed by the Employer on the
 last day of the applicable Plan Year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
Participation in more than one Top-heavy Plan.
 The minimum allocation requirement described in this subsection (a) does not
 apply to an Eligible Participant who is covered under another plan maintained
 by the Employer if, pursuant to Part 13, #54 of the Agreement [Part 13, #72
 of the 401(k) Agreement], the other Plan will satisfy the minimum allocation
 requirement. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
More than one Defined Contribution Plans. If
 the Employer maintains more than one top-heavy Defined Contribution Plan
 (including Paired Plans), the Employer may designate in Part 13, #54.a. of
 the Agreement [Part 13, #72.a. of the 401(k) Agreement] which plan will
 provide the top-heavy minimum contribution to Non-Key Employees.
 Alternatively, under Part 13, #54.a.(3) of the Agreement [Part 13, #72.a.(3)
 of the 401(k) Agreement], the Employer may designate another means of
 complying with the top-heavy requirements. If Part 13, #54 of the Agreement
 [Part 13, #72 of the 401(k) Agreement] is not completed and the Employer
 maintains more than one Defined Contribution Plan, the Employer will be
 deemed to have selected this Plan under Part 13, #54.a. of the Agreement
 [Part 13, #72.a. of the 401(k) Agreement] as the Plan under which the
 top-heavy minimum contribution will be provided. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If an
 Employee is entitled to a top-heavy minimum contribution but has not
 satisfied the minimum age and/or service requirements under the Plan
 designated to provide the top-heavy minimum contribution, the Employee may
 receive a top-heavy minimum contribution under the designated Plan. Thus, for
 example, if the Employer maintains both a 401(k) plan and a non-401(k) plan,
 a Non-Key Employee who has not satisfied the minimum age and service
 conditions under Part 1, #5 of the non-401(k) plan Agreement is eligible for
 a top-heavy minimum allocation under the non-401(k) plan (if so provided
 under Part 13, #54.a. of the Agreement [Part 13, #72.a. of the 401(k)
 Agreement]) if such Employee has satisfied the eligibility conditions for
 making Section 401(k) Deferrals under the 401(k) plan. The provision of a
 top-heavy minimum contribution under this paragraph will not cause the Plan
 to fail the minimum coverage or nondiscrimination rules. The Employer may
 designate an alternative method of providing the top-heavy minimum
 contribution to such Employees under Part 13, #54.a.(3) of the Agreement
 [Part 13, #72.a.(3) of the 401(k) Agreement].


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Defined Contribution Plan and a Defined Benefit Plan.
 If the Employer maintains both a top-heavy Defined Contribution Plan (under
 this BPD) and a top-heavy Defined Benefit Plan, the Employer must designate
 the manner in which the plans will comply with the Top-Heavy Plan
 requirements. Under Part 13, #54.b. of the Agreement [Part 13, #72.b. of the
 401(k) Agreement], the Employer may elect to provide the top-heavy minimum
 benefit to Non-Key Employees who participate in both Plans (A) in the Defined
 Benefit Plan; (B) in the Defined Contribution Plan (but increasing the
 minimum allocation from 3% to 5%); or (C) under any other acceptable method
 of compliance. If a Non-Key Employee participates only under the Defined
 Benefit Plan, the top-heavy minimum benefit will be provided under the
 Defined Benefit Plan. If a Non-Key Employee participates only under the
 Defined Contribution Plan, the top-heavy minimum benefit will be provided
 under the Defined Contribution Plan (without regard to this subsection (ii)).
 If Part 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k) Agreement]
 is not completed and the Employer maintains a Defined Benefit Plan, the
 Employer will be deemed to have selected this Plan under Part 13, #54.b.(1)
 of the Agreement [Part 13, #72.b.(1) of the 401(k) Agreement] as the plan
 under which the top-heavy minimum contribution will be provided. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If the
 Employer maintains more than one Defined Contribution Plan in addition to a
 Defined Benefit Plan, the Employer may use Part 13, #54.b.(3) of the
 Agreement [Part 13, #72.b.(3) of the 401(k) Agreement] to designate which
 Defined Contribution Plan will provide the top-heavy minimum contribution.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If the
 Employer is using the Four-Step Permitted Disparity Method (as described in
 Section 2.2(b)(ii)) and elects under Part 13, #54.b.(1) of the Agreement
 [Part 13, #72.b.(1) of the 401(k) Agreement] to provide a 5% top-heavy
 minimum contribution, the 3% minimum allocation under Step One is increased
 to 5%. The 3% allocation under Step Two will also be increased to the lesser
 of (A) 5% or (B) the amount determined under Step Three (increased by 3
 percentage points). If an additional allocation is to be








	
 

	
 


	



	
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made under
 Step Three, the Applicable Percentage under Section 2.2(b)(ii)(C) must be
 reduced by 2 percentage points (but not below zero).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
No forfeiture for certain events. The
 minimum top-heavy allocation (to the extent required to be nonforfeitable
 under Code §416(b)) may not be forfeited under the suspension of benefit rules
 of Code §411 (a)(3)(B) or the withdrawal of mandatory contribution rules of
 Code §411 (a)(3)(D). 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Special Top-Heavy Vesting Rules.


	
 

	
 

	
 


	
 

	
 

	
(1)

	
Minimum vesting schedules. For any Plan Year
 in which this Plan is a Top-Heavy Plan, the Top- Heavy Plan vesting schedule
 elected in Part 6, #19 of the Agreement [Part 6, #37 of the 401(k)
 Agreement] will automatically apply to the Plan. The Top-Heavy Plan vesting
 schedule will apply to all benefits within the meaning of Code §411(a)(7)
 except those attributable to Employee After-Tax Contributions, including
 benefits accrued before the effective date of Code §416 and benefits accrued
 before the Plan became a Top-Heavy Plan. No decrease in a Participant’s
 nonforfeitable percentage may occur in the event the Plan’s status as a
 Top-Heavy Plan changes for any Plan Year. However, this subsection does not
 apply to the Account Balance of any Employee who does not have an Hour of
 Service after a Top-Heavy Plan vesting schedule becomes effective.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Shifting Top-Heavy Plan status. If the
 vesting schedule under the Plan shifts in or out of the Top-Heavy Plan
 vesting schedule for any Plan Year because of a change in Top-Heavy Plan
 status, such shift is an amendment to the vesting schedule and the election
 in Section 4.7 of the Plan applies. 


	
 

	
 

	
 

	
 


	
16.3

	
Top-Heavy Definitions. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Determination Date:
 For any Plan Year subsequent to the first Plan Year, the Determination Date
 is the last day of the preceding Plan Year. For the first Plan Year of the
 Plan, the Determination Date is the last day of that first Plan Year.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Determination Period:
 The Plan Year containing the Determination Date and the four (4) preceding
 Plan Years.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Key Employee: Any
 Employee or former Employee (and the Beneficiaries of such Employee) is a Key
 Employee for a Plan Year if, at any time during the Determination Period, the
 individual was:


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
an officer
 of the Employer with annual Total Compensation in excess of 50 percent of the
 dollar limitation under Code §415(b)(1)(A),


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
an owner (or
 considered an owner under Code §318) of one of the ten largest interests in
 the Employer with annual Total Compensation in excess of 100 percent of the
 dollar limitation under Code §415(c)(1)(A);


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
a
 Five-Percent Owner (as defined in Section 22.88),


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
a more than
 1-percent owner of the Employer with an annual Total Compensation of more
 than $150,000.


	
 

	
 

	
 

	
 


	
 

	
 

	
The Key
 Employee determination will be made in accordance with Code §416(i)(1) and
 the regulations thereunder.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Permissive Aggregation Group:
 The Required Aggregation Group of plans plus any other plan or plans of the
 Employer which, when considered as a group with the Required Aggregation
 Group, would continue to satisfy the requirements of Code §§401(a)(4) and
 410.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Present Value: The
 present value based on the interest and mortality rates specified in the
 relevant Defined Benefit Plan. In the event that more than one Defined
 Benefit Plan is included in a Required Aggregation Group or Permissive
 Aggregation Group, a uniform set of actuarial assumptions must be applied to
 determine present value. The Employer may specify in Part 13, #54.b.(3) of
 the Agreement [Part 13, #72.b.(3) of the 401(k) Agreement] the actuarial
 assumptions that will apply if the Defined Benefit Plans do not specify a uniform
 set of actuarial assumptions to be used to determine if the plans are
 Top-Heavy.








	
 

	
 


	



	
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(f)

	
Required Aggregation Group:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Each
 qualified plan of the Employer in which at least one Key Employee
 participates or participated at any time during the Determination Period
 (regardless of whether the plan has terminated), and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
any other
 qualified plan of the Employer that enables a plan described in (1) to meet
 the coverage or nondiscrimination requirements of Code §§410(b) or 401(a)(
 4).


	
 

	
 

	
 

	
 

	
 


	
 

	
(g)

	
Top-Heavy Plan: For
 any Plan Year, this Plan is a Top-Heavy Plan if any of the following
 conditions exist:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
The Plan is
 not part of any Required Aggregation Group or Permissive Aggregation Group of
 plans, and the Top-Heavy Ratio for the Plan exceeds 60 percent.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
The Plan is
 part of a Required Aggregation Group of plans, but not part of a Permissive
 Aggregation Group, and the Top-Heavy Ratio for the Required Aggregation Group
 of plans exceeds 60 percent.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
The Plan is
 part of a Required Aggregation Group and part of a Permissive Aggregation
 Group of plans, and the Top-Heavy Ratio for the Permissive Aggregation Group
 exceeds 60 percent.


	
 

	
 

	
 

	
 

	
 


	
 

	
(h)

	
Top-Heavy Ratio:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Defined Contribution Plans only. This
 paragraph applies if the Employer maintains one or more Defined Contribution
 Plans (including any SEP described under Code §408(k)) and the Employer has
 not maintained any Defined Benefit Plan that during the Determination Period
 has or has had Accrued Benefits. The Top-Heavy Ratio for this Plan alone, or
 for the Required Aggregation Group or Permissive Aggregation Group, as
 appropriate, is a fraction, the numerator of which is the sum of the Account
 Balances of all Key Employees as of the Determination Date(s) and the
 denominator of which is the sum of all Account Balances, both computed in
 accordance with Code §416 and the regulations thereunder.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Defined Contribution Plan and Defined Benefit Plan.
 This paragraph applies if the Employer maintains one or more Defined
 Contribution Plans (including a SEP described under Code §408(k)) and the
 Employer maintains or has maintained one or more Defined Benefit Plans which
 during the Determination Period has or has had any Accrued Benefits. The
 Top-Heavy Ratio for any Required Aggregation Group or Permissive Aggregation
 Group, as appropriate, is a fraction, the numerator of which is the sum of
 Account Balances under the aggregated Defined Contribution Plan(s) for all
 Key Employees, and the Present Value of Accrued Benefits under the aggregated
 Defined Benefit Plan(s) for all Key Employees as of the Determination
 Date(s), and the denominator of which is the sum of the Account Balances
 under the aggregated Defined Contribution Plan(s) for all Participants and
 the Present Value of Accrued Benefits under the Defined Benefit Plan(s) for
 all Participants as of the Determination Date(s), all determined in
 accordance with Code §416 and the regulations thereunder. The accrued
 benefits under a Defined Benefit Plan in both the numerator and denominator
 of the Top-Heavy Ratio are increased for any distributions of an accrued
 benefit made in the five-year period ending on the Determination Date.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Applicable Valuation Dates. For purposes of
 subsections (1) and (2) above, the value of Account Balances and the Present
 Value of Accrued Benefits will be determined as of the most recent Valuation
 Date that falls within or ends with the 12-month period ending on the
 Determination Date, except as provided in Code §416 and the regulations
 thereunder for the first and second Plan Years of a Defined Benefit Plan.
 When aggregating plans, the value of Account Balances and Accrued Benefits
 will be calculated with reference to the Determination Dates that fall within
 the same calendar year.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Valuation of benefits. Determining a Participant’s Account Balance or
 Accrued Benefit. The calculation of the Top-Heavy
 Ratio, and the extent to which distributions, rollovers, and transfers are
 taken into account will be made in accordance with Code §416 and the
 regulations thereunder. For purposes of subsections (1) and (2) above, the
 Account Balance and/or Accrued Benefit of each Participant is adjusted as
 provided under subsections (i) and (ii) below.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Increase for prior distributions. In
 applying the Top-Heavy Ratio, a Participant’s Account Balance and/or Accrued
 Benefit is increased for any distributions made from the Plan during the
 Determination Period.








	
 

	
 


	



	
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(ii)

	
Increase for future contributions. Both the
 numerator and denominator of the Top-Heavy Ratio are increased to reflect any
 contribution to a Defined Contribution Plan not actually made as of the
 Determination Date, but which is required to be taken into account on that
 date under Code §416 and the regulations thereunder. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Exclusion of certain benefits. The Account
 Balance and/or Accrued Benefit of a Participant (and any distribution during
 the Determination Period with respect to such Participant’s Account Balance
 or Accrued Benefit) is disregarded from the Top-Heavy Ratio if: (A) the
 Participant is a Non-Key Employee who was a Key Employee in a prior year, or
 (B) the Participant has not been credited with at least one Hour of Service
 during the Determination Period. The calculation of the Top-Heavy Ratio, and
 the extent to which distributions, rollovers, and transfers are taken into
 account will be made in accordance with Code §416 and the regulations
 thereunder.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Calculation of Accrued Benefit. The Accrued
 Benefit of a Participant other than a Key Employee shall be determined under:
 (A) the method, if any, that uniformly applies for accrual purposes under all
 Defined Benefit Plans maintained by the Employer; or (B) if there is no such
 method, as if such benefit accrued not more rapidly than the slowest accrual
 rate permitted under the fractional rule of Code §411(b)(1)(C).


	
 

	
 

	
 

	
 

	
 


	
 

	
(i)

	
Total Compensation.
 For purposes of determining the minimum top-heavy contribution under 16.2(a),
 Total Compensation is determined using the definition under Section 7.4(f),
 including the special rule under Section 7.4(f)(4) for years beginning
 before January 1, 1998. For this purpose, Total Compensation is subject to
 the Compensation Dollar Limitation as defined in Section 22.32.


	
 

	
 

	
 

	
 

	
 


	
 

	
(j)

	
Valuation Date: The
 date as of which Account Balances are valued for purposes of calculating the
 Top-Heavy Ratio.








	
 

	
 


	




	
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ARTICLE 17

401(k) PLAN PROVISIONS


This Article sets forth the special testing rules applicable to Section
401(k) Deferrals, Employer Matching Contributions, and Employee After-Tax
Contributions that may be made under the 401(k) Agreement and the requirements
to qualify as a Safe Harbor 401(k) Plan. Section 17.1 provides limits on the
amount of Elective Deferrals an Employee may defer into the Plan during a
calendar year. Sections 17.2 and 17.3 set forth the rules for running the ADP
Test and ACP Test with respect to contributions under the 401(k) plan and
Section 17.4 discusses the requirements for applying the Multiple Use Test.
Section 17.5 prescribes special testing rules for performing the ADP Test and
the ACP Test. Section 17.6 sets forth the requirements that must be met to
qualify as a Safe Harbor 401(k) Plan. Unless otherwise stated, any reference
to the Agreement under this Article 17 is a reference to the 401(k) Agreement.


	
 

	
 

	
 

	
 

	
 


	
17.1

	
Limitation on the Amount of Section 401(k) Deferrals. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
In general. An
 Eligible Participant’s total Section 401(k) Deferrals under this Plan, or any
 other qualified plan of the Employer, for any calendar year may not exceed
 the lesser of: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
the percentage of Included Compensation designated under Part 4A, #12
 of the Agreement; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the dollar limitation under Code §402(g); or 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
the amount permitted under the Annual Additions Limitation described
 in Article 7. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Maximum deferral limitation.
 If the Employer elects to impose a maximum deferral limitation under Part 4A,
 #12 of the Agreement, it must designate under Part 4A, #12.a. the period for
 which such limitation applies. Regardless of any limitation designated under
 Part 4A, #12 of the Agreement, the Employer may provide for alternative
 limitations in the Salary Reduction Agreement with respect to designated
 types of Included Compensation, such as bonus payments. If no maximum
 percentage is designated under Part 4A, #12 of the Agreement, the only limit
 on a Participant’s Section 401(k) Deferrals under this Plan is the dollar
 limitation under Code §402(g) and the Annual Additions Limitation. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Correction of Code §402(g) violation.
 A Participant may not make Section 401(k) Deferrals that exceed the dollar
 limitation under Code §402(g). The dollar limitation under Code §402(g)
 applicable to a Participant’s Section 401(k) Deferrals under this Plan is
 reduced by any Elective Deferrals the Participant makes under any other plan
 maintained by the Employer. If a Participant makes Section 401(k) Deferrals
 that exceed the Code §402(g) limit, the Employer may correct the Code §402(g)
 violation in the following manner. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Suspension of Section 401(k) Deferrals.
 The Employer may suspend a Participant’s Section 401(k) Deferrals under the
 Plan for the remainder of the calendar year when the Participant’s Section
 401(k) Deferrals under this Plan, in combination with any Elective Deferrals
 the Participant makes during the calendar year under any other plan maintained
 by the Employer, equal or exceed the dollar limitation under Code §402(g). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Distribution of Excess Deferrals.
 If a Participant makes Section 401(k) Deferrals under this Plan during a
 calendar year which exceed the dollar limitation under Code §402(g), the
 Participant will receive a corrective distribution from the Plan of the
 Excess Deferrals (plus allocable income) no later than April 15 of the
 following calendar year. The amount which must be distributed as a correction
 of Excess Deferrals for a calendar year equals the amount of Elective
 Deferrals the Participant contributes in excess of the dollar limitation
 under Code §402(g) during the calendar year to this Plan, and any other plan
 maintained by the Employer, reduced by any corrective distribution of Excess
 Deferrals the Participant receives during the calendar year from this Plan or
 other plan(s) maintained by the Employer. Excess Deferrals that are
 distributed after April 15 are includible in the Participant’s gross income
 in both the taxable year in which deferred and the taxable year in which
 distributed. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Allocable gain or loss.
 A corrective distribution of Excess Deferrals must include any allocable gain
 or loss for the calendar year in which the Excess Deferrals are made. For
 this purpose, allocable gain or loss on Excess Deferrals may be determined in
 any reasonable manner, provided the manner used to determine allocable gain
 or loss is applied uniformly and in a manner that is reasonably reflective of
 the method used by the Plan for allocating income to Participants’ Accounts. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Coordination with other provisions.
 A corrective distribution of Excess Deferrals made by April 15 of the
 following calendar year may be made without consent of the Participant or the
 Participant’s spouse, and without regard to any distribution restrictions 








	
 

	
 


	


	



	
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applicable under Article 8 or Article 9. A corrective distribution of
 Excess Deferrals made by the appropriate April 15 also is not treated as a
 distribution for purposes of applying the required minimum distribution rules
 under Article 10.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Coordination with corrective distribution
 of Excess Contributions. If a Participant for whom a
 corrective distribution of Excess Deferrals is being made received a previous
 corrective distribution of Excess Contributions to correct the ADP Test for
 the Plan Year beginning with or within the calendar year for which the
 Participant made the Excess Deferrals, the previous corrective distribution
 of Excess Contributions is treated first as a corrective distribution of
 Excess Deferrals to the extent necessary to eliminate the Excess Deferral
 violation. The amount of the corrective distribution of Excess Contributions
 which is required to correct the ADP Test failure is reduced by the amount
 treated as a corrective distribution of Excess Deferrals. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Correction of Excess Deferrals under plans
 not maintained by the Employer. The correction
 provisions under subsections (1) and (2) above apply only if a Participant
 makes Excess Deferrals under plans maintained by the Employer. However, if a
 Participant has Excess Deferrals because the total Elective Deferrals for a
 calendar year under all plans in which he/she participates, including plans
 that are not maintained by the Employer, exceed the dollar limitation under
 Code §402(g), the Participant may assign to this Plan any portion of the
 Excess Deferrals made during the calendar year. The Participant must notify
 the Plan Administrator in writing on or before March 1 of the following
 calendar year of the amount of the Excess Deferrals to be assigned to this
 Plan. Upon receipt of a timely notification, the Excess Deferrals assigned to
 this Plan will be distributed (along with any allocable income or loss) to
 the Participant in accordance with the corrective distribution provisions
 under subsection (2) above. A Participant is deemed to notify the Plan
 Administrator of Excess Deferrals to the extent such Excess Deferrals arise
 only under this Plan and any other plan maintained by the Employer. 


	
 

	
 

	
 

	
 

	
 


	
17.2

	
Nondiscrimination Testing of Section 401(k)
 Deferrals - ADP Test. Except as provided under
 Section 17.6 for Safe Harbor 401(k) Plans, the Section 401(k) Deferrals made
 by Highly Compensated Employees must satisfy the Actual Deferral Percentage
 Test (“ADP Test”) for each Plan Year. The Plan Administrator shall maintain
 records sufficient to demonstrate satisfaction of the ADP Test, including the
 amount of any QNECs or QMACs included in such test, pursuant to subsection
 (c) below. If the Plan fails the ADP Test for any Plan Year, the corrective
 provisions under subsection (d) below will apply. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
ADP Test testing methods. For Plan
 Years beginning on or after January 1, 1997, the ADP Test will be performed
 using the Prior Year Testing Method or Current Year Testing Method, as
 selected under Part 4F, #31 of the Agreement. If the Employer does not select
 a testing method under Part 4F, #31 of the Agreement, the Plan will use the
 Current Year Testing Method. Unless specifically precluded under statute,
 regulations or other IRS guidance, the Employer may amend the testing method
 designated under Part 4F for a particular Plan Year (subject to the
 requirements under subsection (2) below) at any time through the end of the
 12-month period following the Plan Year for which the amendment is effective.
 (For Plan Years beginning before January 1, 1997, the Current Year Testing
 Method is deemed to have been in effect.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Prior Year Testing Method.
 Under the Prior Year Testing Method, the Average Deferral Percentage (“ADP”)
 of the Highly Compensated Employee Group (as defined in Section 17.7(e)) for
 the current Plan Year is compared with the ADP of the Nonhighly Compensated
 Employee Group (as defined in Section 17.7(f)) for the prior Plan Year. If
 the Employer elects to use the Prior Year Testing Method under Part 4F of the
 Agreement, the Plan must satisfy one of the following tests for each Plan
 Year: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
The ADP of the Highly Compensated Employee Group for the current Plan
 Year shall not exceed 1.25 times the ADP of the Nonhighly Compensated
 Employee Group for the prior Plan Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The ADP of the Highly Compensated Employee Group for the current Plan
 Year shall not exceed the percentage (whichever is less) determined by (A)
 adding 2 percentage points to the ADP of the Nonhighly Compensated Employee
 Group for the prior Plan Year or (B) multiplying the ADP of the Nonhighly
 Compensated Employee Group for the prior Plan Year by 2. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Current Year Testing Method.
 Under the Current Year Testing Method, the ADP of the Highly Compensated
 Employee Group for the current Plan Year is compared to the ADP of the Nonhighly
 Compensated Employee Group for the current Plan Year. If the Employer elects
 to use the Current Year Testing Method under Part 4F of the Agreement, the
 Plan must satisfy the ADP Test, as described in subsection (1) above, for
 each Plan Year, but using the ADP of the Nonhighly 








	
 

	
 


	


	



	
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Compensated Employee Group for the current Plan Year instead of for
 the prior Plan Year. If the Employer elects to use the Current Year Testing
 Method, it may switch to the Prior Year Testing Method only if the Plan
 satisfies the requirements for changing to the Prior Year Testing Method as
 set forth in IRS Notice 98-1 (or superseding guidance).


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Special rule for first Plan Year.
 For the first Plan Year that the Plan permits Section 401(k) Deferrals, the
 Employer may elect under Part 4F, #32.a. of the Agreement to apply the ADP
 Test using the Prior Year Testing Method, by assuming the ADP for the
 Nonhighly Compensated Employee Group is 3%. Alternatively, the Employer may
 elect in Part 4F, #32.b. of the Agreement to use the Current Year Testing
 Method using the actual data for the Nonhighly Compensated Employee Group in
 the first Plan Year. This first Plan Year rule does not apply if this Plan is
 a successor to a plan (as described in IRS Notice 98-1 or subsequent
 guidance) that included a 401(k) arrangement or the Plan is aggregated for
 purposes of applying the ADP Test with another plan that included a 401(k)
 arrangement in the prior Plan Year. For subsequent Plan Years, the testing
 method selected under Part 4F, #31 will apply. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Use of QMACs and QNECs under the ADP Test.
 The Plan Administrator may take into account all or any portion of QMACs and
 QNECs (see Sections 17.7(g) and (h)) for purposes of applying the ADP Test.
 QMACs and QNECs may not be included in the ADP Test to the extent such
 amounts are included in the ACP Test for such Plan Year. QMACs and QNECs made
 to another qualified plan maintained by the Employer may also be taken into
 account, so long as the other plan has the same Plan Year as this Plan. To
 include QNECs under the ADP Test, all Employer Nonelective Contributions,
 including the QNECs, must satisfy Code §401(a)(4). In addition, the Employer
 Nonelective Contributions, excluding any QNECs used in the ADP Test or ACP
 Test, must also satisfy Code §401(a)(4). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Timing of contributions.
 In order to be used in the ADP Test for a given Plan Year, QNECs and QMACs
 must be made before the end of the 12-month period immediately following the
 Plan Year for which they are allocated. If the Employer is using the Prior
 Year Testing Method (as described in subsection (a)(1) above), QMACs and
 QNECs taken into account for the Nonhighly Compensated Employee Group must be
 allocated for the prior Plan Year, and must be made no later than the end of
 the 12-month period immediately following the end of such prior Plan Year.
 (See Section 7.4(a) for rules regarding the appropriate Limitation Year for
 which such contributions will be applied for purposes of the Annual Additions
 Limitation under Code §415.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Double-counting limits.
 This paragraph applies if, in any Plan Year beginning after December 31,
 1998, the Prior Year Testing Method is used to run the ADP Test and, in the
 prior Plan Year, the Current Year Testing Method was used to run the ADP
 Test. If this paragraph applies, the following contributions are disregarded
 in calculating the ADP of the Nonhighly Compensated Employee Group for the prior
 Plan Year: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
All QNECs that were included in either the ADP Test or ACP Test for
 the prior Plan Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
All QMACs, regardless of how used for testing purposes in the prior
 Plan Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Any Section
 401(k) Deferrals that were included in the ACP Test for the prior Plan Year.
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
For purposes of applying the double-counting limits, if actual data
 of the Nonhighly Compensated Employee Group is used for a first Plan Year
 described in subsection (b) above, the Plan is still considered to be using
 the Prior Year Testing Method for that first Plan Year. Thus, the
 double-counting limits do not apply if the Prior Year Testing Method is used
 for the next Plan Year.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Testing flexibility.
 The Plan Administrator is expressly granted the full flexibility permitted by
 applicable Treasury regulations to determine the amount of QMACs and QNECs
 used in the ADP Test. QMACs and QNECs taken into account under the ADP Test
 do not have to be uniformly determined for each Eligible Participant, and may
 represent all or any portion of the QMACs and QNECs allocated to each
 Eligible Participant, provided the conditions described above are satisfied. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
Correction of Excess Contributions.
 If the Plan fails the ADP Test for a Plan Year, the Plan Administrator may
 use any combination of the correction methods under this Section to correct
 the Excess Contributions under the Plan. (See Section 17.7(d) for the
 definition of Excess Contributions.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Corrective distribution of Excess Contributions.
 If the Plan fails the ADP Test for a Plan Year, the Plan Administrator may,
 in its discretion, distribute Excess Contributions (including any allocable
 income or loss) no later than the last day of the following Plan Year to
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Test violation. If the Excess Contributions are distributed more than
 21⁄2 months after the last day of the Plan Year in which such excess amounts
 arose, a 10-percent excise tax will be imposed on the Employer with respect
 to such amounts.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Amount to be distributed.
 In determining the amount of Excess Contributions to be distributed to a
 Highly Compensated Employee under this Section, Excess Contributions are
 first allocated equally to the Highly Compensated Employee(s) with the
 largest dollar amount of contributions taken into account under the ADP Test
 for the Plan Year in which the excess occurs. The Excess Contributions
 allocated to such Highly Compensated Employee(s) reduce the dollar amount of
 the contributions taken into account under the ADP Test for such Highly
 Compensated Employee(s) until all of the Excess Contributions are allocated
 or until the dollar amount of such contributions for the Highly Compensated
 Employee(s) is reduced to the next highest dollar amount of such
 contributions for any other Highly Compensated Employee(s). If there are
 Excess Contributions remaining, the Excess Contributions continue to be allocated
 in this manner until all of the Excess Contributions are allocated. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Allocable gain or loss.
 A corrective distribution of Excess Contributions must include any allocable
 gain or loss for the Plan Year in which the excess occurs. For this purpose,
 allocable gain or loss on Excess Contributions may be determined in any
 reasonable manner, provided the manner used is applied uniformly and in a
 manner that is reasonably reflective of the method used by the Plan for
 allocating income to Participants’ Accounts. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Coordination with other provisions. A
 corrective distribution of Excess Contributions made by the end of the Plan
 Year following the Plan Year in which the excess occurs may be made without
 consent of the Participant or the Participant’s spouse, and without regard to
 any distribution restrictions applicable under Article 8 or Article 9. Excess
 Contributions are treated as Annual Additions for purposes of Code §415 even
 if distributed from the Plan. A corrective distribution of Excess
 Contributions is not treated as a distribution for purposes of applying the
 required minimum distribution rules under Article 10. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If a Participant has Excess Deferrals for the calendar year ending
 with or within the Plan Year for which the Participant receives a corrective
 distribution of Excess Contributions, the corrective distribution of Excess
 Contributions is treated first as a corrective distribution of Excess
 Deferrals. The amount of the corrective distribution of Excess Contributions
 that must be distributed to correct an ADP Test failure for a Plan Year is
 reduced by any amount distributed as a corrective distribution of Excess
 Deferrals for the calendar year ending with or within such Plan Year.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Accounting for Excess Contributions.
 Excess Contributions are distributed from the following sources and in the
 following priority: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Section 401(k) Deferrals that are not matched;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
proportionately from Section 401(k) Deferrals not distributed under
 (A) and related QMACs that are included in the ADP Test;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
QMACs included in the ADP Test that are not distributed under (B);
 and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
QNECs included in the ADP Test.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Making QMACs or QNECs.
 Regardless of any elections under Part 4B, #18 or Part 4C, #22 of the
 Agreement, the Employer may make additional QMACs or QNECs to the Plan on
 behalf of the Nonhighly Compensated Employees in order to correct an ADP Test
 violation. QMACs or QNECs may only be used to correct an ADP Test violation
 if the Current Year Testing Method is selected under Part 4F, #31.b. of the
 401(k) Agreement. Any QMACs contributed under this subsection (2) which are
 not specifically authorized under Part 4B, #18 of the Agreement will be allocated
 to all Eligible Participants who are Nonhighly Compensated Employees as a
 uniform percentage of Section 401(k) Deferrals made during the Plan Year. Any
 QNECs contributed under this subsection (2) which are not specifically
 authorized under Part 4C, #22 of the Agreement will be allocated to all
 Eligible Participants who are Nonhighly Compensated Employees as a uniform
 percentage of Included Compensation. See Sections 2.3(c) and (e), as
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(3)

	
Recharacterization.
 If Employee After-Tax Contributions are permitted under Part 4D of the
 Agreement, the Plan Administrator, in its sole discretion, may permit a
 Participant to treat any Excess Contributions that are allocated to that
 Participant as if he/she received the Excess Contributions as a distribution
 from the Plan and then contributed such amounts to the Plan as Employee
 After-Tax Contributions. Any amounts recharacterized under this subsection
 (3) will be 100% vested at all times. Amounts may not be recharacterized by a
 Highly Compensated Employee to the extent that such amount in combination
 with other Employee After-Tax Contributions made by that Participant would
 exceed any limit on Employee After-Tax Contributions under Part 4D of the
 Agreement. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Recharacterization must occur no later than 21⁄2 months after the
 last day of the Plan Year in which such Excess Contributions arise and is
 deemed to occur no earlier than the date the last Highly Compensated Employee
 is informed in writing of the amount recharacterized and the consequences
 thereof. Recharacterized amounts will be taxable to the Participant for the
 Participant’s taxable year in which the Participant would have received such
 amounts in cash had he/she not deferred such amounts into the Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
(e)

	
Adjustment of deferral rate for Highly
 Compensated Employees. The Employer may suspend (or
 automatically reduce the rate of) Section 401(k) Deferrals for the Highly
 Compensated Employee Group, to the extent necessary to satisfy the ADP Test
 or to reduce the margin of failure. A suspension or reduction shall not
 affect Section 401(k) Deferrals already contributed by the Highly Compensated
 Employees for the Plan Year. As of the first day of the subsequent Plan Year,
 Section 401(k) Deferrals shall resume at the levels stated in the Salary
 Reduction Agreements of the Highly Compensated Employees. 


	
 

	
 

	
 

	
 

	
 


	
17.3

	
Nondiscrimination Testing of Employer
 Matching Contributions and Employee After-Tax Contributions - ACP Test.
 Except as provided under Section 17.6 for Safe Harbor 401(k) Plans, if the
 Employer elects to provide Employer Matching Contributions under Part 4B of
 the Agreement or to permit Employee After-Tax Contributions under Part 4D of
 the Agreement, the Employer Matching Contributions (including QMACs that are
 not included in the ADP Test) and/or Employee After-Tax Contributions made
 for Highly Compensated Employees must satisfy the Actual Contribution
 Percentage Test (“ACP Test”) for each Plan Year. The Plan Administrator shall
 maintain records sufficient to demonstrate satisfaction of the ACP Test,
 including the amount of any Section 401(k) Deferrals or QNECs included in
 such test, pursuant to subsection (c) below. If the Plan fails the ACP Test
 for any Plan Year, the correction provisions under subsection (d) below will
 apply. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
ACP Test testing methods.
 For Plan Years beginning on or after January 1, 1997, the ACP Test will be
 performed using the Prior Year Testing Method or the Current Year Testing
 Method, as selected under Part 4F, #31 of the Agreement. If the Employer does
 not select a testing method under Part 4F, #31 of the Agreement, the Plan
 will be deemed to use the Current Year Testing Method. For Plan Years beginning
 before January 1, 1997, the Current Year Testing Method is deemed to have
 been in effect. If the Plan is a Safe Harbor 401(k) Plan, as designated under
 Part 4E of the Agreement, the Current Year Testing Method must be selected. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Prior Year Testing Method.
 Under the Prior Year Testing Method, the Average Contribution Percentage
 (“ACP”) of the Highly Compensated Employee Group (as defined in Section
 17.7(e)) for the current Plan Year is compared with the ACP of the Nonhighly
 Compensated Employee Group (as defined in Section 17.7(f)) for the prior
 Plan Year. If the Employer elects to use the Prior Year Testing Method under
 Part 4F of the Agreement, the Plan must satisfy one of the following tests
 for each Plan Year: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
The ACP of the Highly Compensated Employee Group for the current Plan
 Year shall not exceed 1.25 times the ACP of the Nonhighly Compensated
 Employee Group for the prior Plan Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The ACP of the Highly Compensated Employee Group for the current Plan
 Year shall not exceed the percentage (whichever is less) determined by (A)
 adding 2 percentage points to the ACP of the Nonhighly Compensated Employee
 Group for the prior Plan Year or (B) multiplying the ACP of the Nonhighly
 Compensated Employee Group for the prior Plan Year by 2. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Current Year Testing Method.
 Under the Current Year Testing Method, the ACP of the Highly Compensated
 Employee Group for the current Plan Year is compared to the ACP of the
 Nonhighly Compensated Employee Group for the current Plan Year. If the
 Employer elects to use the Current Year Testing Method under Part 4F of the
 Agreement, the Plan must satisfy the ACP Test, as described in subsection (1)
 above, for each Plan Year, but using the ACP of the Nonhighly Compensated
 Employee Group for the current Plan Year instead of for the prior Plan Year.
 If the Employer elects to use the Current Year Testing Method, it may switch
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Method only if the Plan satisfies the requirements for changing to
 the Prior Year Testing Method as set forth in IRS Notice 98-1 (or superseding
 guidance).


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Special rule for first Plan Year.
 For the first Plan Year that the Plan includes either an Employer Matching
 Contribution formula or permits Employee After-Tax Contributions, the
 Employer may elect under Part 4F, #33.a. of the Agreement to apply the ACP
 Test using the Prior Year Testing Method, by assuming the ACP for the
 Nonhighly Compensated Employee Group is 3%. Alternatively, the Employer may
 elect in Part 4F, #33.b. of the Agreement to use the Current Year Testing
 Method using the actual data for the Nonhighly Compensated Employee Group in
 the first Plan Year. This first Plan Year rule does not apply if this Plan is
 a successor to a plan that was subject to the ACP Test or if the Plan is
 aggregated for purposes of applying the ACP Test with another plan that was
 subject to the ACP test in the prior Plan Year. For subsequent Plan Years,
 the testing method selected under Part 4F, #31 will apply. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Use of Section 401(k) Deferrals and QNECs
 under the ACP Test. The Plan Administrator may take
 into account all or any portion of Section 401(k) Deferrals and QNECs (see
 Section 17.7(h)) made to this Plan, or to another qualified plan maintained
 by the Employer, for purposes of applying the ACP Test. QNECs may not be
 included in the ACP Test to the extent such amounts are included in the ADP
 Test for such Plan Year. Section 401(k) Deferrals and QNECs made to another
 qualified plan maintained by the Employer may also be taken into account, so
 long as the other plan has the same Plan Year as this Plan. To include
 Section 401(k) Deferrals under the ACP Test, the Plan must satisfy the ADP
 Test taking into account all Section 401(k) Deferrals, including those used
 under the ACP Test, and taking into account only those Section 401(k)
 Deferrals not included in the ACP Test. To include QNECs under the ACP Test,
 all Employer Nonelective Contributions, including the QNECs, must satisfy
 Code §401(a)(4). In addition, the Employer Nonelective Contributions,
 excluding any QNECs used in the ADP Test or ACP Test, must also satisfy Code
 §401(a)(4). QNECs may only be used to correct an ACP Test violation if the
 Current Year Testing Method is selected under Part 4F, #31.b. of the 401(k)
 Agreement 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Timing of contributions.
 In order to be used in the ACP Test for a given Plan Year, QNECs must be made
 before the end of the 12-month period immediately following the Plan Year for
 which they are allocated. If the Employer is using the Prior Year Testing
 Method (as described in subsection (a)(1) above), QNECs taken into account
 for the Nonhighly Compensated Employee Group must be allocated for the prior
 Plan Year, and must be made no later than the end of the 12-month period
 immediately following such Plan Year. (See Section 7.4(a) for rules regarding
 the appropriate Limitation Year for which such contributions will be applied
 for purposes of the Annual Additions Limitation under Code §415.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Double-counting limits.
 This paragraph applies if, in any Plan Year beginning after December 31,
 1998, the Prior Year Testing Method is used to run the ACP Test and, in the
 prior Plan Year, the Current Year Testing Method was used to run the ACP Test.
 If this paragraph applies, the following contributions are disregarded in
 calculating the ACP of the Nonhighly Compensated Employee Group for the prior
 Plan Year: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
All QNECs that were included in either the ADP Test or ACP Test for
 the prior Plan Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
All Section 401(k) Deferrals, regardless of how used for testing
 purposes in the prior Plan Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Any QMACs that were included in the ADP Test for the prior Plan Year.
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
For purposes of applying the double-counting limits, if actual data
 of the Nonhighly Compensated Employee Group is used for a first Plan Year
 described in subsection (b) above, the Plan is still considered to be using
 the Prior Year Testing Method for that first Plan Year. Thus, the
 double-counting limits do not apply if the Prior Year Testing Method is used
 for the next Plan Year.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Testing flexibility.
 The Plan Administrator is expressly granted the full flexibility permitted by
 applicable Treasury regulations to determine the amount of Section 401(k)
 Deferrals and QNECs used in the ACP Test. Section 401(k) Deferrals and QNECs
 taken into account under the ACP Test do not have to be uniformly determined
 for each Eligible Participant, and may represent all or any portion of the
 Section 401(k) Deferrals and QNECs allocated to each Eligible Participant,
 provided the conditions described above are satisfied. For Plan Years
 beginning after the first Plan Year. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
Correction of Excess Aggregate
 Contributions. If the Plan fails the ACP Test for a
 Plan Year, the Plan Administrator may use any combination of the correction
 methods under this Section to correct the Excess 








	
 

	
 


	


	



	
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Aggregate Contributions under the Plan. (See Section 17.7(c) for the
 definition of Excess Aggregate Contributions.)


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Corrective distribution of Excess Aggregate
 Contributions. If the Plan fails the ACP Test for a
 Plan Year, the Plan Administrator may, in its discretion, distribute Excess
 Aggregate Contributions (including any allocable income or loss) no later
 than the last day of the following Plan Year to correct the ACP Test
 violation. Excess Aggregate Contributions will be distributed only to the
 extent they are vested under Article 4, determined as of the last day of the
 Plan Year for which the contributions are made to the Plan. To the extent
 Excess Aggregate Contributions are not vested, the Excess Aggregate
 Contributions, plus any income and minus any loss allocable thereto, shall be
 forfeited in accordance with Section 5.3(d)(1). If the Excess Aggregate
 Contributions are distributed more than 21⁄2 months after the last day of
 the Plan Year in which such excess amounts arose, a 10-percent excise tax
 will be imposed on the Employer with respect to such amounts. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Amount to be distributed.
 In determining the amount of Excess Aggregate Contributions to be distributed
 to a Highly Compensated Employee under this Section, Excess Aggregate
 Contributions are first allocated equally to the Highly Compensated
 Employee(s) with the largest dollar amount of contributions taken into
 account under the ACP Test for the Plan Year in which the excess occurs. The
 Excess Aggregate Contributions allocated to such Highly Compensated
 Employee(s) reduce the dollar amount of the contributions taken into account
 under the ACP Test for such Highly Compensated Employee(s) until all of the
 Excess Aggregate Contributions are allocated or until the dollar amount of
 such contributions for the Highly Compensated Employee(s) is reduced to the
 next highest dollar amount of such contributions for any other Highly
 Compensated Employee(s). If there are Excess Aggregate Contributions
 remaining, the Excess Aggregate Contributions continue to be allocated in
 this manner until all of the Excess Aggregate Contributions are allocated. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Allocable gain or loss.
 A corrective distribution of Excess Aggregate Contributions must include any
 allocable gain or loss for the Plan Year in which the excess occurs. For this
 purpose, allocable gain or loss on Excess Aggregate Contributions may be
 determined in any reasonable manner, provided the manner used is applied uniformly
 and in a manner that is reasonably reflective of the method used by the Plan
 for allocating income to Participants’ Accounts. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Coordination with other provisions.
 A corrective distribution of Excess Aggregate Contributions made by the end
 of the Plan Year following the Plan Year in which the excess occurs may be
 made without consent of the Participant or the Participant’s spouse, and
 without regard to any distribution restrictions applicable under Article 8 or
 Article 9. Excess Aggregate Contributions are treated as Annual Additions for
 purposes of Code §415 even if distributed from the Plan. A corrective
 distribution of Excess Aggregate Contributions is not treated as a
 distribution for purposes of applying the required minimum distribution rules
 under Article 10. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Accounting for Excess Aggregate
 Contributions. Excess Aggregate Contributions are
 distributed from the following sources and in the following priority: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Employee After-Tax Contributions that are not matched; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
proportionately from Employee After-Tax Contributions not distributed
 under (A) and related Employer Matching Contributions that are included in
 the ACP Test; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
Employer Matching Contributions included in the ACP Test that are not
 distributed under (B); 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
Section 401(k) Deferrals included in the ACP Test that are not
 matched; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(E)

	
proportionately from Section 401(k) Deferrals included in the ACP
 Test that are not distributed under (D) and related Employer Matching
 Contributions that are included in the ACP Test and not distributed under (B)
 or (C); and 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(F)

	
QNECs included in the ACP Test. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Making QMACs or QNECs.
 Regardless of any elections under Part 4B, #18 or Part 4C, #22 of the
 Agreement, the Employer may make additional QMACs and/or QNECs to the Plan on
 behalf of 








	
 

	
 


	


	



	
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the Nonhighly Compensated Employees in order to correct an ACP Test
 violation to the extent such amounts are not used in the ADP Test. Any QMACs
 contributed under this subsection (2) which are not specifically authorized
 under Part 4B, #18 of the Agreement will be allocated to all Eligible
 Participants who are Nonhighly Compensated Employees as a uniform percentage
 of Section 401(k) Deferrals made during the Plan Year. Any QNECs contributed
 under this subsection (2) which are not specifically authorized under Part
 4C, #22 of the Agreement will be allocated to all Eligible Participants who
 are Nonhighly Compensated Employees as a uniform percentage of Included
 Compensation. See Sections 2.3(c) and (e), as applicable.


	
 

	
 

	
 

	
 

	
 


	
 

	
(e)

	
Adjustment of contribution rate for Highly
 Compensated Employees. The Employer may suspend (or
 automatically reduce the rate of) Employee After-Tax Contributions for the
 Highly Compensated Employee Group, to the extent necessary to satisfy the ACP
 Test or to reduce the margin of failure. A suspension or reduction shall not
 affect Employee After-Tax Contributions already contributed by the Highly
 Compensated Employees for the Plan Year. As of the first day of the
 subsequent Plan Year, Employee After-Tax Contributions shall resume at the
 levels elected by the Highly Compensated Employees. 


	
 

	
 

	
 

	
 

	
 


	
17.4

	
Multiple Use Test.
 If both an ADP Test and an ACP Test are run for the Plan Year, and the Plan
 does not pass the 1.25 test under either the ADP Test or the ACP Test, the
 Plan must satisfy a special Multiple Use Test, unless such Multiple Use Test
 is repealed or modified by statute, or other IRS guidance. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Aggregate Limit.
 Under the Multiple Use Test, the sum of the ADP and the ACP for the Highly
 Compensated Employee Group may not exceed the Plan’s Aggregate Limit. For
 this purpose, the ADP and ACP of the Highly Compensated Employees are
 determined after any corrections required to meet the ADP and ACP tests and
 are deemed to be the maximum permitted under such tests for the Plan Year. In
 applying the Multiple Use Test, the Plan’s Aggregate Limit is the sum of (1)
 and (2): 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
1.25 times the greater of: (i) the ADP of the Nonhighly Compensated
 Employee Group or (ii) the ACP of the Nonhighly Compensated Employee Group;
 and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the lesser of 2 times or 2 plus the lesser of: (i) the ADP of the
 Nonhighly Compensated Employee Group or (ii) the ACP of the Nonhighly
 Compensated Employee Group. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Alternatively, if it results in a larger amount, the Aggregate Limit
 is the sum of (3) and (4):


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
1.25 times the lesser of: (i) the ADP of the Nonhighly Compensated
 Employee Group or (ii) the ACP of the Nonhighly Compensated Employee Group;
 and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
the lesser of 2 times or 2 plus the greater of: (i) the ADP of the
 Nonhighly Compensated Employee Group or (ii) the ACP of the Nonhighly
 Compensated Employee Group. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The Aggregate Limit is calculated using the ADP and ACP of the
 Nonhighly Compensated Employee Group that is used in performing the ADP Test
 and ACP Test for the Plan Year. Thus, if the Prior Year Testing Method is
 being used, the Aggregate Limit is calculated by using the applicable
 percentage of the Nonhighly Compensated Employee Group for the prior Plan
 Year. If the Current Year Testing Method is being used, the Aggregate Limit
 is calculated by using the applicable percentage of the Nonhighly Compensated
 Employee Group for the current Plan Year.


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Correction of the Multiple Use Test.
 If the Multiple Use Test is not passed, the following corrective action will
 be taken. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Corrective distributions.
 The Plan will make corrective distributions (or additional corrective
 distributions, if corrective distributions are already being made to correct
 a violation of the ADP Test or ACP Test), to the extent other corrective action
 is not taken or such other action is not sufficient to completely eliminate
 the Multiple Use Test violation. Such corrective distributions may be
 determined as if they were being made to correct a violation of the ADP Test
 or a violation of the ACP Test, or a combination of both, as determined by
 the Plan Administrator. Any corrective distribution that is treated as if it
 were correcting a violation of the ADP Test will be determined under the
 rules described in Section 17.2(d). Any corrective distribution that is
 treated as if it were correcting a violation of the ACP Test will be
 determined under the rules described in Section 17.3(d). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Making QMACs or QNECs.
 Regardless of any elections under Part 4B, #18 or Part 4C, #22 of the
 Agreement, the Employer may make additional QMACs or QNECs, so that the
 resulting ADP and/or ACP of the Nonhighly Compensated Employee Group is
 increased to the extent necessary to satisfy the Multiple Use Test. Any QMACs
 contributed under this subsection (2) which are not specifically authorized
 under Part 4B, #18 of the Agreement will be allocated to all Eligible








	
 

	
 


	


	



	
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Participants who are Nonhighly Compensated Employees as a uniform
 percentage of Section 401(k) Deferrals made during the Plan Year. Any QNECs
 contributed under this subsection (2) which are not specifically authorized
 under Part 4C, #22 of the Agreement will be allocated to all Eligible
 Participants who are Nonhighly Compensated Employees as a uniform percentage
 of Included Compensation. See Sections 2.3(c) and (e), as applicable.


	
 

	
 

	
 

	
 

	
 


	
17.5

	
Special Testing Rules.
 This Section describes special testing rules that apply to the ADP Test or
 the ACP Test. In some cases, the special testing rule is optional, in which
 case, the election to use such rule is solely within the discretion of the
 Plan Administrator. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Special rule for determining ADP and ACP of
 Highly Compensated Employee Group. When calculating
 the ADP or ACP of the Highly Compensated Employee Group for any Plan Year, a
 Highly Compensated Employee’s Section 401(k) Deferrals, Employee After-Tax
 Contributions, and Employer Matching Contributions under all qualified plans
 maintained by the Employer are taken into account as if such contributions
 were made to a single plan. If the plans have different Plan Years, the
 contributions made in all Plan Years that end in the same calendar year are
 aggregated under this paragraph. This aggregation rule does not apply to
 plans that are required to be disaggregated under Code §410(b). 


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Aggregation of plans.
 When calculating the ADP Test and the ACP Test, plans that are permissively
 aggregated for coverage and nondiscrimination testing purposes are treated as
 a single plan. This aggregation rule applies to determine the ADP or ACP of
 both the Highly Compensated Employee Group and the Nonhighly Compensated
 Employee Group. Any adjustments to the ADP of the Nonhighly Compensated
 Employee Group for the prior year will be made in accordance with Notice 98-1
 and any superseding guidance, unless the Employer has elected in Part 4F,
 #31.b. of the 401(k) Agreement to use the Current Year Testing Method.
 Aggregation described in this paragraph is not permitted unless all plans
 being aggregated have the same Plan Year and use the same testing method for
 the applicable test. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Disaggregation of plans. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Plans covering Union Employees and
 non-Union Employees. If the Plan covers Union
 Employees and non-Union Employees, the Plan is mandatorily disaggregated for
 purposes of applying the ADP Test and the ACP Test into two separate plans,
 one covering the Union Employees and one covering the non-Union Employees. A
 separate ADP Test must be applied for each disaggregated portion of the Plan
 in accordance with applicable Treasury regulations. A separate ACP Test must
 be applied to the disaggregated portion of the Plan that covers the non-Union
 Employees. The disaggregated portion of the Plan that includes the Union
 Employees is deemed to pass the ACP Test. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Otherwise excludable Employees.
 If the minimum coverage test under Code §410(b) is performed by
 disaggregating “otherwise excludable Employees” (i.e., Employees who have not
 satisfied the maximum age 21 and one Year of Service eligibility conditions
 permitted under Code §410(a)), then the Plan is treated as two separate plans,
 one benefiting the otherwise excludable Employees and the other benefiting
 Employees who have satisfied the maximum age and service eligibility
 conditions. If such disaggregation applies, the following operating rules
 apply to the ADP Test and the ACP Test. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
For Plan Years beginning before January 1, 1999, the ADP Test and the
 ACP Test are applied separately for each disaggregated plan. If there are no
 Highly Compensated Employees benefiting under a disaggregated plan, then no
 ADP Test or ACP Test is required for such plan. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
For Plan Years beginning after December 31, 1998, instead of the rule
 under subsection (i), only the disaggregated plan that benefits the Employees
 who have satisfied the maximum age and service eligibility conditions
 permitted under Code §410(a) is subject to the ADP Test and the ACP Test.
 However, any Highly Compensated Employee who is benefiting under the
 disaggregated plan that includes the otherwise excludable Employees is taken
 into account in such tests. The Employer may elect to apply the rule in
 subsection (i) instead. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Corrective action for disaggregated plans.
 Any corrective action authorized by this Article may be determined separately
 with respect to each disaggregated portion of the Plan. A corrective action
 taken with respect to a disaggregated portion of the Plan need not be
 consistent with the method of correction (if any) used for another
 disaggregated portion of the Plan. In the case of a Nonstandardized
 Agreement, to the extent the Agreement authorizes the Employer to make
 discretionary QNECs or discretionary QMACs, the Employer is expressly permitted
 to designate 








	
 

	
 


	


	



	
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such QNECs or QMACs as allocable only to Eligible Participants in a
 particular disaggregated portion of the Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
Special rules for the Prior Year Testing
 Method. If the Plan uses the Prior Year Testing
 Method, and an election made under subsection (b) or (c) above is
 inconsistent with the election made in the prior Plan Year, the plan coverage
 change rules described in IRS Notice 98-1 (or other successor guidance) will
 apply in determining the ADP and ACP for the Nonhighly Compensated Employee
 Group. 


	
 

	
 

	
 

	
 

	
 


	
17.6

	
Safe Harbor 401(k) Plan Provisions.
 For Plan Years beginning after December 31, 1998, the ADP Test described in
 Section 17.2 is deemed to be satisfied for any Plan Year in which the Plan
 qualifies as a Safe Harbor 401(k) Plan. In addition, if Employer Matching
 Contributions are made for such Plan Year, the ACP Test is deemed satisfied
 with respect to such contributions if the conditions of subsection (c) below
 are satisfied. To qualify as a Safe Harbor 401(k) Plan, the requirements
 under this Section 17.6 must be satisfied for the entire Plan Year. This
 Section contains the rules that must be met for the Plan to qualify as a Safe
 Harbor 401(k) Plan. 


	
 

	
 

	
 

	
 

	
 


	
 

	
Part 4E of the Agreement allows the Employer to designate the manner
 in which it will comply with the safe harbor requirements. If the Employer
 wishes to designate the Plan as a Safe Harbor 401(k) Plan, it should complete
 Part 4E of the Agreement. The safe harbor provisions described in this
 Section are not applicable unless the Plan is identified as a Safe Harbor 401(k) Plan under Part 4E. The election under Part 4E to be a Safe Harbor
 401(k) Plan is effective for all Plan Years beginning with the Effective Date of
 the Plan (or January 1, 1999, if later) unless the Employer elects otherwise
 under Appendix B-5.b. of the Agreement. In addition, to qualify as a Safe
 Harbor 401(k) Plan, the Current Year Testing Method (as described in Section
 17.3(a)(2)) must be elected under Part 4F, #31 of the Agreement (See Section
 20.7 for rules regarding the application of the Safe Harbor 401(k) Plan
 provisions for Plan Years beginning before the date this Plan is adopted.) 


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Safe harbor conditions.
 To qualify as a Safe Harbor 401(k) Plan, the Plan must satisfy the
 requirements under subsections (1), (2), (3) and (4) below. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Safe Harbor Contribution.
 The Employer must provide a Safe Harbor Matching Contribution or a Safe
 Harbor Nonelective Contribution under the Plan. The Employer must designate
 the type and amount of the Safe Harbor Contribution under Part 4E of the
 Agreement. The Safe Harbor Contribution must be made to the Plan no later
 than 12 months following the close of the Plan Year for which it is being
 used to qualify the Plan as a Safe Harbor 401(k) Plan. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The Employer may elect under Part 4E, #30 of the Agreement to provide
 the Safe Harbor Contribution to all Eligible Participants or only to Eligible
 Participants who are Nonhighly Compensated Employees. Alternatively, the
 Employer may elect under Part 4E, #30.c. to provide the Safe Harbor
 Contribution to all Nonhighly Compensated Employees who are Eligible
 Participants and all Highly Compensated Employees who are Eligible
 Participants but who are not Key Employees. This permits a Plan providing the
 Safe Harbor Nonelective Contribution to use such amounts to satisfy the
 top-heavy minimum contribution requirements under Article 16.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
In determining who is an Eligible Participant for purposes of the
 Safe Harbor Contribution, the eligibility conditions applicable to Section
 401(k) Deferrals under Part 1, #5 of the Agreement apply. However, the
 Employer may elect under Part 4E, #30.d. to apply a one Year of Service (as
 defined in Section 1.4(b)) and an age 21 eligibility condition for the Safe
 Harbor Contribution, regardless of the eligibility conditions selected for
 Section 401(k) Deferrals under Part 1, #5 of the Agreement. Unless elected
 otherwise under Part 2, #8.f., column (1) of the Nonstandardized Agreement,
 the special eligibility rule under Part 4E, #30.d. will be applied as if the
 Employer elected under Part 2, #7.a., column (1) and Part 2, #8.a., column
 (1) of the Agreement to use semi-annual Entry Dates following completion of
 the minimum age and service conditions. If different eligibility conditions
 are selected for the Safe Harbor Contribution, additional testing
 requirements may apply in accordance with IRS Notice 2000-3.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Safe Harbor Matching Contribution.
 The Employer may elect under Part 4E, #27 of the Agreement to make the Safe
 Harbor Matching Contribution with respect to each Eligible Participant’s
 applicable contributions. For this purpose, an Eligible Participant’s
 applicable contributions are the total Section 401(k) Deferrals and Employee
 After-Tax Contributions the Eligible Participant makes under the Plan.
 However, the Employer may elect under Part 4E, #27.d. to exclude Employee
 After-Tax Contributions from the definition of applicable contributions for
 purposes of applying the Safe Harbor Matching Contribution formula. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
The Safe Harbor Matching Contribution may be made under a basic
 formula or an enhanced formula. The basic formula under Part 4E, #27.a.
 provides an Employer Matching Contribution that equals:








	
 

	
 


	


	



	
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(A)

	
100% of the amount of a Participant’s applicable contributions that
 do not exceed 3% of the Participant’s Included Compensation, plus 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
50% of the amount of a Participant’s applicable contributions that
 exceed 3%, but do not exceed 5%, of the Participant’s Included Compensation. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
The enhanced formula under Part 4E, #27.b. provides an Employer
 Matching Contribution that is not less, at each level of applicable
 contributions, than the amount required under the basic formula. Under the
 enhanced formula, the rate of Employer Matching Contributions may not
 increase as an Employee’s rate of applicable contributions increase.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
The Plan will not fail to be a Safe Harbor 401(k) Plan merely because
 Highly Compensated Employees also receive a contribution under the Plan.
 However, an Employer Matching Contribution will not satisfy this Section if
 any Highly Compensated Employee is eligible for a higher rate of Employer
 Matching Contribution than is provided for any Nonhighly Compensated Employee
 who has the same rate of applicable contributions.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
In applying the Safe Harbor Matching Contribution formula under Part
 4E, #27 of the Agreement, the Employer may elect under Part 4E, #27.c.(1) to
 determine the Safe Harbor Matching Contribution on the basis of all
 applicable contributions a Participant makes during the Plan Year.
 Alternatively, the Employer may elect under Part 4E, #27.c.(2) – (4) to
 determine the Safe Harbor Matching Contribution on a payroll, monthly, or
 quarterly basis. If the Employer elects to use a period other than the Plan
 Year, the Safe Harbor Matching Contribution with respect to a payroll period
 must be deposited into the Plan by the last day of the Plan Year quarter
 following the Plan Year quarter for which the applicable contributions are
 made.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
In addition to the Safe Harbor Matching Contribution, an Employer may
 elect under Part 4B of the Agreement to make Employer Matching Contributions
 that are subject to the normal vesting schedule and distribution rules
 applicable to Employer Matching Contributions. See subsection (c) below for a
 discussion of the effect of such additional Employer Matching Contributions
 on the ACP Test.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
The Employer may amend the Plan during the Plan Year to reduce or
 eliminate the Safe Harbor Matching Contribution elected under Part 4E, #27 of
 the Agreement, provided a supplemental notice is given to all Eligible
 Participants explaining the consequences and effective date of the amendment,
 and that such Eligible Participants have a reasonable opportunity (including
 a reasonable period) to change their Section 401(k) Deferral and/or Employee
 After-Tax Contribution elections, as applicable. The amendment reducing or
 eliminating the Safe Harbor Matching Contribution must be effective no
 earlier than the later of: (A) 30 days after Eligible Participants are given
 the supplemental notice or (B) the date the amendment is adopted. Eligible
 Participants must be given a reasonable opportunity (and reasonable period)
 prior to the reduction or elimination of the Safe Harbor Matching
 Contribution to change their Section 401(k) Deferral or Employee After-Tax
 Contribution elections, as applicable. If the Employer amends the Plan to
 reduce or eliminate the Safe Harbor Matching Contribution, the Plan is
 subject to the ADP Test and ACP Test for the entire Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Safe Harbor Nonelective Contribution.
 The Employer may elect under Part 4E, #28 of the Agreement to make a Safe
 Harbor Nonelective Contribution of at least 3% of Included Compensation. The
 Employer may elect under Part 4E, #28.b. to retain discretion to increase the
 amount of the Safe Harbor Nonelective Contribution in excess of the
 percentage designated under Part 4E, #28. In addition, the Employer may
 provide for additional discretionary Employer Nonelective Contributions under
 Part 4C of the Agreement (in addition to the Safe Harbor Contribution under
 this Section) which are subject to the normal vesting schedule and
 distribution rules applicable to Employer Nonelective Contributions. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Supplemental notice.
 The Employer may elect under Part 4E, #28.a. of the Agreement to provide the
 Safe Harbor Nonelective Contribution authorized under Part 4E, #28 only if
 the Employer provides a supplemental notice to Participants indicating its
 intention to provide such Safe Harbor Nonelective Contribution. If Part 4E,
 #28.a. is selected, to qualify as a Safe Harbor 401(k)








	
 

	
 


	


	



	
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Plan under Part 4E, the Employer must notify its Eligible Employees
in the annual notice described in subsection (4) below that the Employer may provide the Safe Harbor Nonelective Contribution authorized under Part 4E,
#28 of the Agreement and that a supplemental notice will be provided at least
30 days prior to the last day of the Plan Year if the Employer decides to
make the Safe Harbor Nonelective Contribution. The supplemental notice
indicating the Employer’s intention to make the Safe Harbor Nonelective
Contribution must be provided no later than 30 days prior to the last day of
the Plan Year for the Plan to qualify as a Safe Harbor 401(k) Plan. If the
Employer selects Part 4E, #28.a. of the Agreement but does not provide the
supplemental notice in accordance with this paragraph, the Employer is not
obligated to make such contribution and the Plan does not qualify as a Safe
Harbor 401(k) Plan. The Plan will qualify as a Safe Harbor 401(k) Plan for
subsequent Plan Years if the appropriate notices are provided for such years. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Separate Plan. The
 Employer may elect under Part 4E, #28.c. of the Agreement to provide the
 Employer Nonelective Contribution under another Defined Contribution Plan
 maintained by the Employer. The Employer Nonelective Contribution under such
 other plan must satisfy the conditions under this Section 17.6 for this Plan
 to qualify as a Safe Harbor 401(k) Plan. Under the Standardized Agreement,
 the other plan designated under Part 4E, #28.c. must be a Paired Plan as
 defined in Section 22.132. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(I)

	
Profit sharing plan Agreement.
 If the Plan designated under Part 4E, #28.c. is a profit sharing plan
 Agreement under this Prototype Plan, the Employer must select Part 4, #12.f.
 under the profit sharing plan Nonstandardized Agreement or Part 4, #12.e.
 under the profit sharing plan Standardized Agreement, as applicable. The
 Employer may elect to provide other Employer Contributions under Part 4, #12
 of the profit sharing plan Agreement, however, the first amounts allocated
 under the profit sharing plan Agreement will be the Safe Harbor Nonelective
 Contribution required under the 401(k) plan Agreement. Any Employer
 Contributions designated under Part 4, #12 of the profit sharing plan
 Agreement are in addition to the Safe Harbor Contribution required under the
 401(k) plan Agreement. (If the only Employer Contribution to be made under
 the profit sharing plan Agreement is the Safe Harbor Nonelective
 Contribution, no other selection need be completed under Part 4 of the profit
 sharing plan Agreement (other than Part 4, #12.f of the Nonstandardized
 Agreement or Part 4, #12.e. of the Standardized Agreement, as applicable).) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
If the Employer elects to provide the Safe Harbor Nonelective
 Contribution under the profit sharing plan Agreement, the Employer must
 select either the Pro Rata Allocation Method under Part 4, #13.a. or the
 Permitted Disparity Method under Part 4, #13.b. of the profit sharing plan
 Agreement. If the Employer elects the Pro Rata Allocation Method, the first
 amounts allocated under the Pro Rata Allocation Method will be deemed to be
 the Safe Harbor Nonelective Contribution as required under the 401(k) plan
 Agreement. To the extent required under the 401(k) plan Agreement, such
 amounts are subject to the conditions for Safe Harbor Nonelective
 Contributions described in subsections (2) – (4) below, without regard to any
 contrary elections under the Agreement.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
If the Employer elects the Permitted Disparity Method, the Safe
 Harbor Nonelective Contribution required under the 401(k) plan Agreement will
 be allocated before applying the Permitted Disparity Method of allocation. To
 the extent required under the 401(k) plan Agreement, such amounts are subject
 to the conditions for Safe Harbor Nonelective Contributions described in
 subsections (2) – (4) below without regard to any contrary elections under
 the Agreement. If additional amounts are contributed under the profit sharing
 plan Agreement, such amounts will be allocated under the Permitted Disparity
 Method. The Safe Harbor Nonelective Contribution may 








	
 

	
 


	


	



	
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not be taken into account in applying the Permitted Disparity Method
 of allocation.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(II)

	
Money purchase plan Agreement.
 If the Plan designated under Part 4E, #28.c. is a money purchase plan
 Agreement under this Prototype Plan, the Employer must select Part 4, #12.f.
 under the money purchase plan Nonstandardized Agreement or Part 4, #12.d.
 under the money purchase plan Standardized Agreement, as applicable. The
 Employer may elect to provide other Employer Contributions under Part 4, #12
 of the money purchase plan Agreement, however, the first amounts allocated
 under the money purchase plan Agreement will be the Safe Harbor Nonelective
 Contribution required under the 401(k) plan Agreement. Any Employer
 Contributions designated under Part 4, #12 of the money purchase plan
 Agreement are in addition to the Safe Harbor Contribution. (If the only
 Employer Contribution to be made under the money purchase plan Agreement is
 the Safe Harbor Nonelective Contribution, no other need be completed under
 Part 4 of the money purchase plan Agreement (other than Part 4, #12.f. of the
 Nonstandardized Agreement or Part 4, #12.d. of the Standardized Agreement, as
 applicable).) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
If the Employer elects to make a Safe Harbor Contribution under the
 money purchase plan Agreement, the first amounts allocated under the Plan
 will be deemed to be the Safe Harbor Nonelective Contribution as required
 under the 401(k) plan Agreement. Such amounts will be allocated equally to
 all Eligible Participants as defined under the 401(k) plan Agreement. To the
 extent required under the 401(k) plan Agreement, such amounts are subject to
 the conditions for Safe Harbor Nonelective Contributions described in
 subsections (2) – (4) below, without regard to any contrary elections under
 the Agreement. If the Employer elects the Permitted Disparity Method of
 contribution, the Safe Harbor Nonelective Contribution required under the 401(k)
 plan Agreement will be allocated before applying the Permitted Disparity
 Method. The Safe Harbor Nonelective Contribution may not be taken into
 account in applying the Permitted Disparity Method of contribution.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
Elimination of Safe Harbor Nonelective
 Contribution. The Employer may amend the Plan during
 the Plan Year to reduce or eliminate the Safe Harbor Nonelective Contribution
 elected under Part 4E of the Agreement. The Employer must notify all Eligible
 Participants of the amendment and must provide each Eligible Participants
 with a reasonable opportunity (including a reasonable period) to change their
 Section 401(k) Deferral and/or Employee After-Tax Contribution elections, as
 applicable. The amendment reducing or eliminating the Safe Harbor Nonelective
 Contribution must be effective no earlier than the later of: (A) 30 days
 after Eligible Participants are notified of the amendment or (B) the date the
 amendment is adopted. If the Employer reduces or eliminates the Safe Harbor
 Nonelective Contribution during the Plan Year, the Plan is subject to the ADP
 Test (and ACP Test, if applicable) for the entire Plan Year. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Full and immediate vesting.
 The Safe Harbor Contribution under subsection (1) above must be 100% vested,
 regardless of the Employee’s length of service, at the time the contribution
 is made to the Plan. Any additional amounts contributed under the Plan may be
 subject to a vesting schedule. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Distribution restrictions.
 Distributions of the Safe Harbor Contribution under subsection (1) must be
 restricted in the same manner as Section 401(k) Deferrals under Article 8,
 except that such contributions may not be distributed upon Hardship. See
 Section 8.6(c). 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Annual notice.
 Each Eligible Participant under the Plan must receive a written notice
 describing the Participant’s rights and obligations under the Plan, including
 a description of: (i) the Safe Harbor Contribution formula being used under
 the Plan; (ii) any other contributions under the Plan; (iii) the plan to
 which the Safe Harbor Contributions will be made (if different from this
 Plan); (iv) the type and amount of Included Compensation that may be deferred
 under the Plan; (v) the administrative requirements for making and changing
 Section 401(k) Deferral elections; and (vi) the withdrawal and vesting
 provisions under the Plan. For any Plan Year that began in 1999, the








	
 

	
 


	


	



	
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notice requirements described in this paragraph are deemed satisfied
 if the notice provided satisfied a reasonable, good faith interpretation of
 the notice requirements under Code §401(k)(12). (See subsection (1)(ii) above
 for a special supplemental notice that may need to be provided to qualify as
 a Safe Harbor 401(k) Plan.)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Each Eligible Participant must receive the annual notice within a
 reasonable period before the beginning of the Plan Year (or within a
 reasonable period before an Employee becomes an Eligible Participant, if
 later). For this purpose, an Employee will be deemed to have received the
 notice in a timely manner if the Employee receives such notice at least 30
 days and no more than 90 days before the beginning of the Plan Year. For an
 Employee who becomes an Eligible Participant during a Plan Year, the notice
 will be deemed timely if it is provided no more than 90 days prior to the
 date the Employee becomes an Eligible Participant. For Plan Years that began
 on or before April 1, 1999, the notice requirement under this subsection will
 be satisfied if the notice was provided by March 1, 1999. If an Employer
 first designates the Plan as a Safe Harbor 401(k) Plan for a Plan Year that
 begins on or after January 1, 2000 and on or before June 1, 2000, the notice
 requirement under this subsection will be satisfied if the notice was
 provided by May 1, 2000.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Deemed compliance with ADP Test.
 If the Plan satisfies all the conditions under subsection (a) above to
 qualify as a Safe Harbor 401(k) Plan, the Plan is deemed to satisfy the ADP
 Test for the Plan Year. This Plan will not be deemed to satisfy the ADP Test
 for a Plan Year if an Eligible Participant is covered under another Safe
 Harbor 401(k) Plan maintained by the Employer which uses the provisions under
 this Section to comply with the ADP Test.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Deemed compliance with ACP Test.
 If the Plan satisfies all the conditions under subsection (a) above to
 qualify as a Safe Harbor 401(k) Plan, the Plan is deemed to satisfy the ACP
 Test for the Plan Year with respect to Employer Matching Contributions
 (including Employer Matching Contributions that are not used to qualify as a
 Safe Harbor 401(k) Plan), provided the following conditions are satisfied.
 If the Plan does not satisfy the requirements under this subsection (c) for a
 Plan Year, the Plan must satisfy the ACP Test for such Plan Year in
 accordance with subsection (d) below. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Only Employer Matching Contributions are
 Safe Harbor Matching Contributions under basic formula.
 If the only Employer Matching Contribution formula provided under the Plan is
 a basic safe harbor formula under Part 4E, #27.a. of the Agreement, the Plan
 is deemed to satisfy the ACP Test, without regard to the conditions under
 subsections (2) – (5) below. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Limit on contributions eligible for
 Employer Matching Contributions. If Employer
 Matching Contributions are provided (other than just Employer Matching
 Contributions under a basic safe harbor formula) the total Employer Matching
 Contributions provided under the Plan (whether or not such Employer Matching
 Contributions are provided under a Safe Harbor Matching Contribution formula)
 must not apply to any Section 401(k) Deferrals or Employee After-Tax
 Contributions that exceed 6% of Included Compensation. If an Employer
 Matching Contribution formula applies to both Section 401(k) Deferrals and
 Employee After-Tax Contributions, then the Sum of such contributions that
 exceed 6% of Included Compensation must be disregarded under the formula. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
Limit on discretionary Employer Matching
 Contributions. For Plan Years beginning after
 December 31, 1999, the Plan will not satisfy the ACP Safe Harbor if the
 Employer elects to provide discretionary Employer Matching Contributions in
 addition to the Safe Harbor Matching Contribution, unless the Employer limits
 the aggregate amount of such discretionary Employer Matching Contributions
 under Part 4B, #16.b. to no more than 4 percent of the Employee’s Included
 Compensation. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4) 

	
Rate of Employer Matching Contribution may
 not increase. The Employer Matching Contribution
 formula may not provide a higher rate of match at higher levels of Section
 401(k) Deferrals or Employee After-Tax Contributions. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5) 

	
Limit on Employer Matching Contributions
 for Highly Compensated Employees. The Employer
 Matching Contributions made for any Highly Compensated Employee at any rate
 of Section 401(k) Deferrals and/or Employee After-Tax Contributions cannot be
 greater than the Employer Matching Contributions provided for any Nonhighly
 Compensated Employee at the same rate of Section 401(k) Deferrals and/or
 Employee After-Tax Contributions. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(6) 

	
Employee After-Tax Contributions.
 If the Plan permits Employee After-Tax Contributions, such contributions must
 satisfy the ACP Test, regardless of whether the Employer Matching
 Contributions under Plan are deemed to satisfy the ACP Test under this
 subsection (c). The ACP Test must be performed in accordance with subsection
 (d) below. 








	
 

	
 


	


	



	
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(d)

	
Rules for applying the ACP Test. If the ACP Test must be performed
under a Safe Harbor 401(k) Plan, either because there are Employee After-Tax
Contributions, or because the Employer Matching Contributions do not satisfy
the conditions described in subsection (c) above, the Current Year Testing
Method must be used to perform such test, even if the Agreement specifies
that the Prior Year Testing Method applies. In addition, the testing rules
provided in IRS Notice 98-52 (or any successor guidance) are applicable in
applying the ACP Test  


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Aggregated plan.
 If the Plan is aggregated with another plan under Section 17.5(a) or (b),
 then the Plan is not a Safe Harbor 401(k) Plan unless the conditions of
 this Section are satisfied on an aggregated basis. 


	
 

	
 

	
 

	
 


	
 

	
(f)

	
First year of plan.
 To qualify as a Safe Harbor 401(k) Plan, the Plan Year must be a 12-month
 period, except for the first year of the Plan, in which case the Plan may
 have a short Plan Year. In no case may the Plan have a short Plan Year of
 less than 3 months. 


	
 

	
 

	
 

	
 


	
 

	
 

	
If the Plan has an initial Plan Year that is less than 12 months, for
 purposes of applying the Annual Additions Limitation under Article 7, the
 Limitation Year will be the 12-month period ending on the last day of the
 short Plan Year. Thus, no proration of the Defined Contribution Dollar
 Limitation will be required. (See Section 7.4(e).) In addition, the
 Employer’s Included Compensation will be determined for the 12-month period
 ending on the last day of the short Plan Year.


	
 

	
 

	
 

	
 


	
17.7

	
Definitions. The
 following definitions apply for purposes of applying the provisions of this
 Article 17. 


	
 

	
 


	
 

	
(a)

	
ACP - Average Contribution Percentage.
 The ACP for a group is the average of the contribution percentages calculated
 separately for each Eligible Participant in the group. An Eligible
 Participant’s contribution percentage is the ratio of the contributions made
 on behalf of the Participant that are included under the ACP Test, expressed
 as a percentage of the Participant’s Testing Compensation for the Plan Year.
 For this purpose, the contributions included under the ACP Test are the Sum
 of the Employee After-Tax Contributions, Employer Matching Contributions, and
 QMACs (to the extent not taken into account for purposes of the ADP test)
 made under the Plan on behalf of the Participant for the Plan Year. The ACP
 may also include other contributions as provided in Section 17.3(c), if
 applicable. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
ADP - Average Deferral Percentage.
 The ADP for a group is the average of the deferral percentages calculated
 separately for each Eligible Participant in the group. A Participant’s
 deferral percentage is the ratio of the Participant’s deferral contributions
 expressed as a percentage of the Participant’s Testing Compensation for the
 Plan Year. For this purpose, a Participant’s deferral contributions include
 any Section 401(k) Deferrals made pursuant to the Participant’s deferral
 election, including Excess Deferrals of Highly Compensated Employees (but
 excluding Excess Deferrals of Nonhighly Compensated Employees). The ADP may
 also include other contributions as provided in Section 17.2(c), if
 applicable. 


	
 

	
 

	
 

	
 


	
 

	
 

	
In determining a Participant’s deferral percentage for the Plan Year,
 a deferral contribution may be taken into account only if such contribution
 is allocated to the Participant’s Account as of a date within the Plan Year.
 For this purpose, a deferral contribution may only be allocated to a
 Participant’s Account within a particular Plan Year if the deferral
 contribution is actually paid to the Trust no later than the end of the
 12-month period immediately following that Plan Year and the deferral
 contribution relates to Included Compensation that (1) would otherwise have
 been received by the Participant in that Plan Year or (2) is attributable to
 services performed in that Plan Year and would otherwise have been received
 by the Participant within 21⁄2 months after the close of that Plan Year. No
 formal election need be made by the Employer to use the 21⁄2-month rule
 described in the preceding sentence. However, deferral contributions may only
 be taken into account for a single Plan Year.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Excess Aggregate Contributions.
 Excess Aggregate Contributions for a Plan Year are the amounts contributed on
 behalf of the Highly Compensated Employees that exceed the maximum amount
 permitted under the ACP Test for such Plan Year. The total dollar amount of
 Excess Aggregate Contributions for a Plan Year is determined by calculating
 the amount that would have to be distributed to the Highly Compensated
 Employees if the distributions were made first to the Highly Compensated
 Employee(s) with the highest contribution percentage until either: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
the adjusted ACP for the Highly Compensated Employee Group would
 reach a percentage that satisfies the ACP Test, or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the contribution percentage of the Highly Compensated Employee(s)
 with the next highest contribution percentage would be reached. 


	
 

	
 

	
 

	
 


	
 

	
 

	
This process is repeated until the adjusted ACP for the Highly
 Compensated Employee Group would satisfy the ACP Test. The total dollar
 amount so determined is then divided among the Highly Compensated








	
 

	
 


	


	



	
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Employee Group in the manner described in Section 17.3(d)(1) to
 determine the actual corrective distributions to be made.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Excess Contributions.
 Excess Contributions for a Plan Year are the amounts taken into account in
 computing the ADP of the Highly Compensated Employees that exceed the maximum
 amount permitted under the ADP Test for such Plan Year. The total dollar
 amount of Excess Contributions for a Plan Year is determined by calculating
 the amount that would have to be distributed to the Highly Compensated
 Employees if the distributions were made first to the Highly Compensated
 Employee(s) with the highest deferral percentage until either: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
the adjusted ADP for the Highly Compensated Employee Group would
 reach a percentage that satisfies the ADP Test, or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the deferral percentage of the Highly Compensated Employee(s) with
 the next highest deferral percentage would be reached. 


	
 

	
 

	
 

	
 


	
 

	
 

	
This process is repeated until the adjusted ADP for the Highly
 Compensated Employee Group would satisfy the ADP test. The total dollar
 amount so determined is then divided among the Highly Compensated Employee
 Group in the manner described in Section 17.2(d)(1) to determine the actual
 corrective distributions to be made.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Highly Compensated Employee Group.
 The Highly Compensated Employee Group is the group of Eligible Participants
 who are Highly Compensated Employees for the current Plan Year. An Employee
 who makes a one-time irrevocable election not to participate in accordance
 with Section 1.10 (if authorized under Part 13, #75 of the Nonstandardized
 Agreement) will not be treated as an Eligible Participant. 


	
 

	
 

	
 

	
 


	
 

	
(f)

	
Nonhighly Compensated Employee Group. The
 Nonhighly Compensated Employee Group is the group of Eligible Participants
 who are Nonhighly Compensated Employees for the applicable Plan Year. If the
 Prior Year Testing Method is selected under Part 4F of the Agreement, the
 Nonhighly Compensated Employee Group is the group of Eligible Participants in
 the prior Plan Year who were Nonhighly Compensated Employees for that year.
 If the Current Year Testing Method is selected under Part 4F of the
 Agreement, the Nonhighly Compensated Employee Group is the group of Eligible
 Participants who are Nonhighly Compensated Employees for the current Plan
 Year. An Employee who makes a one-time irrevocable election not to
 participate in accordance with Section 1.10 (if authorized under Part 13, #75
 of the Nonstandardized Agreement) will not be treated as an Eligible
 Participant. 


	
 

	
 

	
 

	
 


	
 

	
(g)

	
QMACs - Qualified Matching Contribution.
 To the extent authorized under Part 4B, #18 of the Agreement, QMACs are
 Employer Matching Contributions which are 100% vested when contributed to the
 Plan and are subject to the distribution restrictions applicable to Section
 401(k) Deferrals under Article 8, except that no portion of a Participant’s
 QMAC Account may be distributed from the Plan on account of Hardship. See
 Section 8.6(c). 


	
 

	
 

	
 

	
 


	
 

	
(h)

	
QNECs - Qualified Nonelective
 Contributions. To the extent authorized under Part
 4C, #22 of the Agreement, QNECs are Employer Nonelective Contributions which
 are 100% vested when contributed to the Plan and are subject to the
 distribution restrictions applicable to Section 401(k) Deferrals under
 Article 8, except that no portion of a Participant’s QNEC Account may be
 distributed from the Plan on account of Hardship. See Section 8.6(c). 


	
 

	
 

	
 

	
 


	
 

	
(i)

	
Testing Compensation.
 In determining the Testing Compensation used for purposes of applying the ADP
 Test, the ACP Test, and the Multiple Use Test, the Plan Administrator is not
 bound by any elections made under Part 3 of the Agreement with respect to
 Total Compensation or Included Compensation under the Plan. The Plan
 Administrator may determine on an annual basis (and within its discretion)
 the components of Testing Compensation for purposes of applying the ADP Test,
 the ACP Test and the Multiple Use Test. Testing Compensation must qualify as
 a nondiscriminatory definition of compensation under Code §414(s) and the regulations
 thereunder and must be applied consistently to all Participants. Testing
 Compensation may be determined over the Plan Year for which the applicable
 test is being performed or the calendar year ending within such Plan Year. In
 determining Testing Compensation, the Plan Administrator may take into
 consideration only the compensation received while the Employee is an
 Eligible Participant under the component of the Plan being tested. In no
 event may Testing Compensation for any Participant exceed the Compensation
 Dollar Limitation defined in Section 22.32. In determining Testing
 Compensation, the Plan Administrator may exclude amounts paid to an
 individual as severance pay to the extent such amounts are paid after the
 common-law employment relationship between the individual and the Employer
 has terminated, provided such amounts also are excluded in determining Total
 Compensation under 22.197. 








	
 

	
 


	


	



	
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ARTICLE
18

PLAN AMENDMENTS AND TERMINATION


This Article
contains the rules regarding the ability of the Prototype Sponsor or Employer
to make Plan amendments and the effect of such amendments on the Plan. This
Article also contains the rules for administering the Plan upon termination and
the effect of Plan termination on Participants’ benefits and distribution
rights. 


	
 

	
 

	
 

	
 


	
18.1

	
Plan Amendments. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Amendment by the Prototype Sponsor. The Prototype Sponsor may amend the Prototype Plan
on
 behalf of each adopting Employer who is maintaining the Plan at the time of
 the amendment. An amendment by the Prototype Sponsor to the Basic Plan
 Document does not require consent of the adopting Employers, nor does an
 adopting Employer have to reexecute its Agreement with respect to such an
 amendment. The Prototype Sponsor will provide each adopting Employer a copy
 of the amended Basic Plan Document (either by providing substitute or
 additional pages, or by providing a restated Basic Plan Document). An
 amendment by the Prototype Sponsor to any Agreement offered under the
 Prototype Plan is not effective with respect to an Employer’s Plan unless the
 Employer reexecutes the amended Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
If the
 Prototype Plan is amended by the mass submitter, the mass submitter is
 treated as the agent of the Prototype Sponsor. If the Prototype Sponsor does
 not adopt any amendments made by the mass submitter, the Prototype Plan will
 no longer be identical to or a minor modifier of the mass submitter Prototype
 Plan. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Amendment by the Employer.
 The Employer shall have the right at any time to amend the Agreement in the
 following manner without affecting the Plan’s status as a Prototype Plan.
 (The ability to amend the Plan as authorized under this Section applies only
 to the Employer that executes the Signature Page of the Agreement. Any
 amendment to the Plan by the Employer under this Section also applies to any
 Related Employer that participates under the Plan as a Co-Sponsor.) 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)  

	
The Employer
 may change any optional selections under the Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)  

	
The Employer
 may add additional language where authorized under the Agreement, including
 language necessary to satisfy Code §415 or Code §416 due to the aggregation
 of multiple plans.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
 The Employer may change the administrative
 selections under Part 12 of the Agreement by replacing the appropriate
 page(s) within the Agreement. Such amendment does not require reexecution of
 the Signature Page of the Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)  

	
The Employer
 may add any model amendments published by the IRS which specifically provide
 that their adoption will not cause the Plan to be treated as an individually
 designed plan.


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)  

	
The Employer
 may adopt any amendments that it deems necessary to satisfy the requirements
 for resolving qualification failures under the IRS’ compliance resolution
 programs.


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)  

	
The Employer
 may adopt an amendment to cure a coverage or nondiscrimination testing
 failure, as permitted under applicable Treasury regulations.


	
 

	
 

	
 

	
 


	
 

	
 

	
The Employer
 may amend the Plan at any time for any other reason, including a waiver of
 the minimum funding requirement under Code §412(d). However, such an
 amendment will cause the Plan to lose its status as a Prototype Plan and
 become an individually designed plan. 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
 Employer’s amendment of the Plan from one type of Defined Contribution Plan
 (e.g., a money purchase plan) into another type of Defined Contribution Plan
 (e.g., a profit sharing plan) will not result in a partial termination or any
 other event that would require full vesting of some or all Plan Participants.
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Any
 amendment that affects the rights, duties or responsibilities of the Trustee
 or Plan Administrator may only be made with the Trustee’s or Plan
 Administrator’s written consent. Any amendment to the Plan must be in writing
 and a copy of the resolution (or similar instrument) setting forth such
 amendment (with the applicable effective date of such amendment) must be
 delivered to the Trustee. 


	
 

	
 

	
 

	
 


	
 

	
 

	
No amendment
 may authorize or permit any portion of the assets held under the Plan to be
 used for or diverted to a purpose other than the exclusive benefit of
 Participants or their Beneficiaries, except to the extent such assets are
 used to pay taxes or administrative expenses of the Plan. An amendment also
 may not cause or permit any portion of the assets held under the Plan to
 revert to or become property of the Employer. 








	
 

	
 


	


	



	
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(c)

	
Protected Benefits.
 Except as permitted under statute (such as Code §412(c)(8)), regulations
 (such as Treas. Reg. §1.411(d)-4), or other IRS guidance of general
 applicability, no Plan amendment (or other transaction having the effect of a
 Plan amendment, such as a merger, acquisition, plan transfer, or similar
 transaction) may reduce a Participant’s Account Balance or eliminate or
 reduce a Protected Benefit to the extent such Protected Benefit relates to
 amounts accrued prior to the adoption date (or effective date, if later) of
 the Plan amendment. For this purpose, Protected Benefits include any early
 retirement benefits, retirement-type subsidies, and optional forms of benefit
 (as defined under the regulations). If the adoption of this Plan will result in
 the elimination of a Protected Benefit, the Employer may preserve such
 Protected Benefit by identifying the Protected Benefit in accordance with
 Part 13, #58 of the Agreement [Part 13, #76 of the 401(k) Agreement]. Failure
 to identify Protected Benefits under the Agreement will not override the
 requirement that such Protected Benefits be preserved under this Plan. The
 availability of each optional form of benefit under the Plan must not be
 subject to Employer discretion. 


	
 

	
 

	
 

	
 


	
 

	
 

	
Effective
for amendments adopted and effective on or after September 6, 2000, if the
Plan is a profit sharing plan or a 401(k) Plan, the Employer may eliminate
all annuity and installment forms of distribution (including the QJSA form of
benefit to the extent the Plan is not required to offer such form of benefit
under Article 9), provided the Plan offers a single-sum distribution option
that is available at the same time as the annuity or installment options that
are being eliminated. If the Plan is a money purchase plan or a target
benefit plan, the Employer may not eliminate the QJSA form of benefit.
However, the Employer may eliminate all other annuity and installment forms
of distribution, provided the Plan offers a single-sum distribution option
that is available at the same time as the annuity or installment options that
are being eliminated. Any amendment eliminating an annuity or installment
form of distribution may not be effective until the earlier of: (1) the date
which is the 90th day following the date a summary of the amendment is
furnished to the Participant which satisfies the requirements under DOL Reg.
§2520.104b-3 or (2) the first day of the second Plan Year following the Plan
Year in which the amendment is adopted. 


	
 

	
 

	
 

	
 


	
18.2

	
Plan Termination. The
 Employer may terminate this Plan at any time by delivering to the Trustee and
 Plan Administrator written notice of such termination. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Full and immediate vesting.
 Upon a full or partial termination of the Plan (or in the case of a profit
 sharing plan, the complete discontinuance of contributions), all amounts
 credited to an affected Participant’s Account become 100% vested, regardless
 of the Participant’s vested percentage determined under Article 4. The Plan
 Administrator has discretion to determine whether a partial termination has
 occurred. 


	
 

	
 

	
 


	
 

	
(b)

	
Distribution procedures.
 Upon the termination of the Plan, the Plan Administrator shall direct the
 distribution of Plan assets to Participants in accordance with the provisions
 under Article 8. For this purpose, distribution shall be made to Participants
 with vested Account Balances of $5,000 or less in lump sum as soon as
 administratively feasible following the Plan termination, regardless of any
 contrary election under Part 9, #34 of the Agreement [Part 9, #52 of the
 401(k) Agreement]. For Participants with vested Account Balances in excess of
 $5,000, distribution will be made through the purchase of deferred annuity
 contracts which protect all Protected Benefits under the Plan, unless a
 Participant elects to receive an immediate distribution in any form of
 payment permitted under the Plan. If an immediate distribution is elected in
 a form other than a lump sum, the distribution will be satisfied through the
 purchase of an immediate annuity contract. Distributions will be made as soon
 as administratively feasible following the Plan termination, regardless of
 any contrary election under Part 9, #33 of the Agreement [Part 9, #51 of the
 401(k) Agreement]. The references in this paragraph to $5,000 shall be deemed
 to mean $3,500, prior to the time the $5,000 threshold becomes effective
 under the Plan (as determined in Section 8.3(f)). 


	
 

	
 

	
 

	
 


	
 

	
 

	
For purposes
 of applying the provisions of this subsection (b), distribution may be
 delayed until the Employer receives a favorable determination letter from the
 IRS as to the qualified status of the Plan upon termination, provided the
 determination letter request is made within a reasonable period following the
 termination of the Plan.


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Special rule for certain profit sharing plans.
 If this Plan is a profit sharing plan, distribution will be made to all
 Participants, without consent, as soon as administratively feasible following
 the termination of the Plan, without regard to the value of the Participants’
 vested Account Balance. This special rule applies only if the Plan does not
 provide for an annuity option under Part 11 of the Agreement and the Employer
 does not maintain any other Defined Contribution Plan (other than an ESOP) at
 any time between the termination of the Plan and the distribution. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Special rule for 401(k) plans. Section 401(k) Deferrals, QMACs, QNECs, Safe Harbor Matching Contributions and Safe
 Harbor Nonelective Contributions under a 401(k) plan (as well as transferred
 assets (see Section 3.3(c)(3)) which are subject to the distribution
 restrictions applicable to Section 401(k) Deferrals) may be distributed in a
 lump sum upon Plan termination only if the Employer does not maintain a
 Successor Plan at any time during the period beginning on the date of
 termination and ending 12 months after the final distribution of all Plan
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a Successor Plan is any Defined
 Contribution Plan, other than an ESOP (as defined in Code §4975(e)(7)), a SEP
 (as defined in Code §408(k)), or a SIMPLE IRA (as defined in Code §408(p)). A
 plan will not be considered a Successor
 Plan, if at all times during the 24-month period beginning 12 months before
 the Plan termination, fewer than 2% of the Eligible Participants under the
 401(k) plan are eligible under such plan. A distribution of these
 contributions may be made to the extent another distribution event permits
 distribution of such amounts.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Plan termination not distribution event if assets are transferred to
 another Plan. If, pursuant to the termination of the
 Plan, the Employer enters into a transfer agreement to transfer the assets of
 the terminated Plan to another plan maintained by the Employer (or by a
 successor employer in a transaction involving the acquisition of the
 Employer’s stock or assets, or other similar transaction), the termination of
 the Plan is not a distribution event and the distribution procedures above do
 not apply. Prior to the transfer of the assets, distribution of a
 Participant’s Account Balance may be made from the terminated Plan only to a
 Participant (or Beneficiary, if applicable) who is otherwise eligible for
 distribution without regard to the Plan’s termination. Otherwise, benefits
 will be distributed from the transferee plan in accordance with the terms of
 that plan (subject to the protection of any Protected Benefits that must be
 continued with respect to the transferred assets).


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Termination upon merger, liquidation or dissolution of the Employer. The Plan shall
terminate upon the liquidation or
 dissolution of the Employer or the death of the Employer (if the Employer is
 a sole proprietor) provided however, that in any such event, arrangements may
 be made for the Plan to be continued by any successor to the Employer.


	
 

	
 

	
 

	
 


	
18.3

	
Merger or Consolidation.
 In the event the Plan is merged or consolidated with another plan each
 Participant must be entitled to a benefit immediately after such merger or
 consolidation that is at least equal to the benefit the Participant would
 have been entitled to had the Plan terminated immediately before such merger
 or consolidation. (See Section 4.1(d) for rules regarding vesting following a
 merger or consolidation.) The Employer may authorize the Trustee to enter
 into a merger agreement with the Trustee of another plan to effect such
 merger or consolidation. A merger agreement entered into by the Trustee is
 not part of this Plan and does not affect the Plan’s status as a Prototype
 Plan. (See Section 3.3 for the applicable rules where amounts are transferred
 to this Plan from another plan.)








	
 

	
 


	


	



	
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ARTICLE
19

MISCELLANEOUS


This Article
contains miscellaneous provisions concerning the Employer’s and Participants’
rights and responsibilities under the Plan. 


	
 

	
 

	
 


	
19.1

	
Exclusive Benefit.
 Except as provided under Section 19.2, no part of the Plan assets (including
 any corpus or income of the Trust) may revert to the Employer prior to the
 satisfaction of all liabilities under the Plan nor will such Plan assets be
 used for, or diverted to, a purpose other than the exclusive benefit of
 Participants or their Beneficiaries. 


	
 

	
 

	
 


	
19.2

	
Return of Employer Contributions. Upon written request by the Employer, the Trustee
must
 return any Employer Contributions provided that the circumstances and the
 time frames described below are satisfied. The Trustee may request the
 Employer to provide additional information to ensure the amounts may be
 properly returned. Any amounts returned shall not include earnings, but must
 be reduced by any losses. 


	
 

	
 

	
 


	
 

	
(a)

	
Mistake of fact. Any
 Employer Contributions made because of a mistake of fact must be returned to
 the Employer within one year of the contribution. 


	
 

	
 

	
 


	
 

	
(b)

	
Disallowance of deduction.
 Employer Contributions to the Trust are made with the understanding that they
 are deductible. In the event the deduction of an Employer Contribution is
 disallowed by the IRS, such contribution (to the extent disallowed) must be
 returned to the Employer within one year of the disallowance of the
 deduction. 


	
 

	
 

	
 


	
 

	
(c)

	
Failure to initially qualify. Employer Contributions to the Plan are made with the
 understanding, in the case of a new Plan, that the Plan satisfies the
 qualification requirements of Code §401(a) as of the Plan’s Effective Date.
 In the event that the Internal Revenue Service determines that the Plan is
 not initially qualified under the Code, any Employer Contributions (and
 allocable earnings) made incident to that initial qualification must be
 returned to the Employer within one year after the date the initial
 qualification is denied, but only if the application for the qualification is
 made by the time prescribed by law for filing the employer’s return for the
 taxable year in which the plan is adopted, or such later date as the
 Secretary of the Treasury may prescribe. 


	
 

	
 

	
 


	
19.3

	
Alienation or Assignment.
 Except as permitted under applicable statute or regulation, a Participant or
 Beneficiary may not assign, alienate, transfer or sell any right or claim to
 a benefit or distribution from the Plan, and any attempt to assign, alienate,
 transfer or sell such a right or claim shall be void, except as permitted by
 statute or regulation. Any such right or claim under the Plan shall not be
 subject to attachment, execution, garnishment, sequestration, or other legal
 or equitable process. This prohibition against alienation or assignment also
 applies to the creation, assignment, or recognition of a right to a benefit
 payable with respect to a Participant pursuant to a domestic relations order,
 unless such order is determined to be a QDRO pursuant to Section 11.5, or any
 domestic relations order entered before January 1,1985. 


	
 

	
 

	
 


	
19.4

	
Participants’ Rights.
 The adoption of this Plan by the Employer does not give any Participant,
 Beneficiary, or Employee a right to continued employment with the Employer
 and does not affect the Employer’s right to discharge an Employee or
 Participant at any time. This Plan also does not create any legal or equitable
 rights in favor of any Participant, Beneficiary, or Employee against the
 Employer, Plan Administrator or Trustee. Unless the context indicates
 otherwise, any amendment to this Plan is not applicable to determine the
 benefits accrued (and the extent to which such benefits are vested) by a
 Participant or former Employee whose employment terminated before the
 effective date of such amendment, except where application of such amendment
 to the terminated Participant or former Employee is required by statute,
 regulation or other guidance of general applicability. Where the provisions
 of the Plan are ambiguous as to the application of an amendment to a
 terminated Participant or former Employee, the Plan Administrator has the
 authority to make a final determination on the proper interpretation of the
 Plan. 


	
 

	
 

	
 


	
19.5

	
Military Service. To
 the extent required under Code §414(u), an Employee who returns to employment
 with the Employer following a period of qualified military service will
 receive any contributions, benefits and service credit required under Code
 §414(u), provided the Employee satisfies all applicable requirements under
 the Code and regulations. 


	
 

	
 

	
 


	
19.6

	
Paired Plans. If the
 Employer adopts more than one Standardized Agreement, each of the Standardized
 Agreements are considered to be Paired Plans, provided the Employer completes
 Part 13, #54 of the Agreement [Part 13, #72 of the 401(k) Agreement] in a
 manner which ensures the plans together comply with the Annual Additions
 Limitation, as described in Article 7, and the Top-Heavy Plan rules, as
 described in Article 16. If the Employer adopts Paired Plans, each Plan must
 have the same Plan Year. 








	
 

	
 


	


	



	
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19.7

	
Annuity Contract. Any
 annuity contract distributed under the Plan must be nontransferable. In
 addition, the terms of any annuity contract purchased and distributed to a
 Participant or to a Participant’s spouse must comply with all requirements
 under this Plan. 


	
 

	
 


	
19.8

	
Use of IRS compliance programs. Nothing in this Plan document should be construed to
 limit the availability of the IRS’ voluntary compliance programs, including
 the IRS Administrative Policy Regarding Self-Correction (APRSC) program. An
 Employer may take whatever corrective actions are permitted under the IRS
 voluntary compliance programs, as is deemed appropriate by the Plan
 Administrator or Employer. 


	
 

	
 


	
19.9

	
Loss of Prototype Status.
 If the Plan as adopted by the Employer fails to attain or retain qualification,
 such Plan will no longer qualify as a Prototype Plan and will be considered
 an individually-designed plan. 


	
 

	
 


	
19.10

	
Governing Law. The
 provisions of this Plan shall be construed, administered, and enforced in
 accordance with the provisions of applicable Federal Law and, to the extent
 applicable, the laws of the state in which the Trustee has its principal
 place of business. The foregoing provisions of this Section shall not
 preclude the Employer and the Trustee from agreeing to a different state law
 with respect to the construction, administration and enforcement of the Plan.
 


	
 

	
 


	
19.11

	
Waiver of Notice. Any
 person entitled to a notice under the Plan may waive the right to receive
 such notice, to the extent such a waiver is not prohibited by law, regulation
 or other pronouncement. 


	
 

	
 


	
19.12

	
Use of Electronic Media.
 The Plan Administrator may use telephonic or electronic media to satisfy any
 notice requirements required by this Plan, to the extent permissible under
 regulations (or other generally applicable guidance). In addition, a
 Participant’s consent to immediate distribution, as required by Article 8,
 may be provided through telephonic or electronic means, to the extent
 permissible under regulations (or other generally applicable guidance). The
 Plan Administrator also may use telephonic or electronic media to conduct
 plan transactions such as enrolling participants, making (and changing)
 salary reduction elections, electing (and changing) investment allocations,
 applying for Plan loans, and other transactions, to the extent permissible
 under regulations (or other generally applicable guidance). 


	
 

	
 


	
19.13

	
Severability of Provisions.
 In the event that any provision of this Plan shall be held to be illegal,
 invalid or unenforceable for any reason, the remaining provisions under the
 Plan shall be construed as if the illegal, invalid or unenforceable
 provisions had never been included in the Plan. 


	
 

	
 


	
19.14

	
Binding Effect. The
 Plan, and all actions and decisions made thereunder, shall be binding upon
 all applicable parties, and their heirs, executors, administrators,
 successors and assigns. 








	
 

	
 


	


	



	
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ARTICLE
20

GUST ELECTIONS AND EFFECTIVE DATES


The provisions
of this Plan are generally effective as of the Effective Date designated on the
Signature Page of the Agreement. Appendix A of the Agreement also allows for
special effective dates for specified provisions of the Plan, which override
the general Effective Date under the Agreement. Section 22.96 refers to a
series of laws that have been enacted since 1994 as the GUST Legislation, for
which extended time (known as the remedial amendment period) was provided to
Employers to conform their plan documents to such laws. This Article prescribes
special effective date rules for conforming plans to the GUST Legislation. 


	
 

	
 

	
 


	
20.1

	
GUST Effective Dates.
 If the Agreement is adopted within the remedial amendment period for the GUST
 Legislation, and the Plan has not previously been restated to comply with the
 GUST Legislation, then special effective dates apply to certain provisions.
 These special effective dates apply to the appropriate provisions of the
 Plan, even if such special effective dates are earlier than the Effective Date
 identified on the Signature Page of the Agreement. The Employer may specify
 in elections provided in Appendix B of the Agreement, how the Plan was
 operated to comply with the GUST Legislation. Appendix B need only be
 completed if the Employer operated this Plan in a manner that is different
 from the default provisions contained in this Plan or the elective choices
 made under the Agreement. If the Employer did not operate the Plan in a
 manner that is different from the default provisions or elective provisions
 of the Plan or, if the Plan is not being restated for the first time to
 comply with the GUST Legislation, and prior amendments or restatements of the
 Plan satisfied the requirement to amend timely to comply with the GUST
 Legislation, Appendix B need not be completed and may be removed from the
 Agreement. 


	
 

	
 

	
 


	
 

	
If one or
 more qualified retirement plans have been merged into this Plan, the
 provisions of the merging planes) will remain in full force and effect until
 the Effective Date of the plan merger(s), unless provided otherwise under
 Appendix A-12 of the Agreement [Appendix A-16 of the 401(k) Agreement]. If
 the merging plan(s) have not been amended to comply with the changes required
 under the GUST Legislation, the merging planes) will be deemed amended
 retroactively for such required changes by operation of this Agreement. The
 provisions required by the GUST Legislation (as provided under this BPD and
 related Agreements) will be effective for purposes of the merging plan(s) as
 of the same effective date that is specified for that GUST provision in this
 BPD and Appendix B of the Agreement (even if that date precedes the general
 Effective Date specified in the Agreement). 


	
 

	
 

	
 


	
20.2

	
Highly Compensated Employee Definition. The definition of Highly Compensated Employee
under
 Section 22.99 is modified effective for Plan Years beginning after December
 31, 1996. Under the current definition of Highly Compensated Employee, the
 Employer must designate under the Plan whether it is using the Top-Paid Group
 Test and whether it is using the Calendar Year Election or, for the 1997 Plan
 Year, whether it used the Old-Law Calendar Year Election. 


	
 

	
 

	
 


	
 

	
(a)

	
Top-Paid Group Test.
 In determining whether an Employee is a Highly Compensated Employee, the
 Top-Paid Group Test under Section 22.99(b)(4) does not apply unless the Employer
 specifically elects under Part 13, #50.a. of the Agreement [Part 13, #68.a.
 of the 401(k) Agreement] to have the Top-Paid Group Test apply. The
 Employer’s election to use or not use the Top-Paid Group Test generally
 applies for all years beginning with the Effective Date of the Plan (or the
 first Plan Year beginning after December 31, 1996, if later). However,
 because the Employer may not have operated the Plan consistent with this
 Top-Paid Group Test election for all years prior to the date this Plan
 restatement is adopted, Appendix B-1.a. of the Agreement also permits the
 Employer to override the Top-Paid Group Test election under this Plan for
 specified Plan Years beginning after December 31, 1996, and before the date
 this Plan restatement is adopted. 


	
 

	
 

	
 


	
 

	
(b)

	
Calendar Year Election.
 In determining whether an Employee is a Highly Compensated Employee, the
 Calendar Year Election under Section 22.99(b)(5) does not apply unless the
 Employer specifically elects under Part 13, #50.b. of the Agreement [Part 13,
 #68.b. of the 401(k) Agreement] to have the Calendar Year Election apply. The
 Employer’s election to use or not use the Calendar Year Election is generally
 effective for all years beginning with the Effective Date of this Plan (or
 the first Plan Year beginning after December 31, 1996, if later). However,
 because the Employer may not have operated the Plan consistent with this
 Calendar Year Election for all years prior to the date this Plan restatement
 is adopted, Appendix B-1.b. of the Agreement permits the Employer to override
 the Calendar Year Election under this Plan for specified Plan Years beginning
 after December 31, 1996, and before the date this Plan restatement is
 adopted. 


	
 

	
 

	
 


	
 

	
(c)

	
Old-Law Calendar Year Election. In determining whether an Employee was a Highly
 Compensated Employee for the Plan Year beginning in 1997, a special Old-Law
 Calendar Year Election was available. (See Section 22.99(b)(6) for the
 definition of the Old-Law Calendar Year Election.) Appendix B-1.c. of the
 Agreement permits the Employer to designate whether it used the Old-Law
 Calendar Year Election for the 1997 Plan Year. If the Employer did not use
 the Old-Law Calendar Year Election, the election in Appendix B-1.c. need not
 be completed. 








	
 

	
 


	


	



	
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20.3

	
Required Minimum Distributions. Appendix B-2 of the Agreement permits the Employer to
 designate how it complied with the GUST Legislation changes to the required
 minimum distribution rules. Section 10.4 describes the application of the
 GUST Legislation changes to the required minimum distribution rules. 


	
 

	
 


	
20.4

	
$5,000 Involuntary Distribution Threshold. For Plan Years beginning on or after August
5, 1997, a
 Participant (and spouse, if the Joint and Survivor Annuity rules apply under
 Article 9) must consent to a distribution from the Plan if the Participant’s
 vested Account Balance exceeds $5,000. (See Section 8.3(e) for the applicable
 rules for determining the value of a Participant’s vested Account Balance.)
 For Plan Years beginning before August 5, 1997, the consent threshold was
 $3,500 instead of $5,000. 


	
 

	
 


	
 

	
The increase
 in the consent threshold to $5,000 is generally effective for Plan Years
 beginning on or after August 5, 1997. However, because the Employer may not
 have operated the Plan consistent with the $5,000 threshold for all years
 prior to the date this Plan restatement was adopted, Appendix B-3.a. of the
 Agreement permits the Employer to designate the Plan Year during which it
 began applying the higher $5,000 consent threshold. If the Employer began
 applying the $5,000 consent threshold for Plan Years beginning on or after
 August 5, 1997, Appendix B-3.a. need not be completed. If the Employer did
 not begin using the $5,000 consent threshold until some later date, the
 Employer must designate the appropriate date in Appendix B-3.a. 


	
 

	
 


	
20.5

	
Repeal of Family Aggregation for Allocation Purposes. For Plan Years beginning on or
after January 1, 1997,
 the family aggregation rules were repealed. For Plan Years beginning before
 January 1, 1997, the family aggregation rules required that family members of
 a Five-Percent Owner or one of the 10 Employees with the highest ownership interest
 in the Employer were aggregated as a single Highly Compensated Employee for
 purposes of determining such individuals’ share of any contributions under
 the Plan. In determining the allocation for such aggregated individuals, the
 Compensation Dollar Limitation (as defined in Section 22.32) was applied on
 an aggregated basis with respect to the Five-Percent Owner or top-10 owner,
 his/her spouse, and his/her minor children (under the age of 19). 


	
 

	
 


	
 

	
The family
 aggregation rules were repealed effective for Plan Years beginning on or
 after January 1, 1997. However, because the Employer may not have operated
 the Plan consistent with the repeal of family aggregation for all years prior
 to the date this Plan restatement is adopted, Appendix B-3.b. of the Agreement
 permits the Employer to designate the Plan Year during which it repealed
 family aggregation for allocation purposes. If the Employer implemented the
 repeal of family aggregation for Plan Years beginning on or after January 1,
 1997, Appendix B-3.b. need not be completed. If the Employer did not
 implement the repeal of family aggregation until some later date, the
 Employer must designate the appropriate date in Appendix B-3.b. 


	
 

	
 


	
20.6

	
ADP/ACP Testing Methods.
 The GUST Legislation modified the nondiscrimination testing rules for Section
 401(k) Deferrals, Employer Matching Contributions, and Employee After-Tax
 Contributions, effective for Plan Years beginning after December 31, 1996.
 For purposes of applying the ADP Test and ACP Test under the 401(k) Agreement,
 the Employer must designate the testing methodology used for each Plan Year.
 (See Article 17 for the definition of the ADP Test and the ACP Test and the
 applicable testing methodology.) 


	
 

	
 


	
 

	
Part 4F of
 the 401(k) Agreement contains elective provisions for the Employer to
 designate the testing methodology it will use in performing the ADP Test and
 the ACP Test. Appendix B-5.a. of the 401(k) Agreement contains elective
 provisions for the Employer to designate the testing methodology it used for
 Plan Years that began before the adoption of the Agreement. 


	
 

	
 


	
20.7

	
Safe Harbor 401(k) Plan.
 Effective for Plan Years beginning after December 31, 1998, the Employer may
 elect under Part 4E of the 401(k) Agreement to apply the Safe Harbor 401(k)
 Plan provisions. To qualify as a Safe Harbor 401(k) Plan for a Plan Year, the
 Plan must be identified as a Safe Harbor 401(k) Plan for such year. 


	
 

	
 


	
 

	
If the
 Employer elects under Part 4E to apply the Safe Harbor 401(k) Plan
 provisions, the Plan generally will be considered a Safe Harbor Plan for all
 Plan Years beginning with the Effective Date of the Plan (or January 1, 1999,
 if later). Likewise, if the Employer does not elect to apply the Safe Harbor
 401(k) provisions, the Plan generally will not be considered a Safe Harbor
 Plan for such year. However, because the Employer may have operated the Plan
 as a Safe Harbor 401(k) Plan for Plan Years prior to the Effective Date of
 this Plan or may not have operated the Plan consistent with its election
 under Part 4E to apply (or to not apply) the Safe Harbor 401(k) Plan
 provisions for all years prior to the date this Plan restatement is adopted,
 Appendix B-5.b. of the 401(k) Agreement permits the Employer to designate
 any Plan Year in which the Plan was (or was not) a Safe Harbor 401(k) Plan.
 Appendix B-5.b. should only be completed if the Employer operated this Plan
 prior to date it was actually adopted in a manner that is inconsistent with
 the election made under Part 4E of the Agreement. 


	
 

	
 


	
 

	
If the
 Employer elects under Appendix B-5.b. of the Agreement to apply the Safe
 Harbor 401(k) Plan provisions for any Plan Year beginning prior to the date
 this Plan is adopted, the Plan must have complied with the requirements under
 Section 17.6 for such year. The type and amount of the Safe Harbor
 Contribution for such Plan Year(s) is the type and amount of contribution
 described in the Participant notice issued pursuant to Section 17.6(a)(4) for
 such Plan Year. 








	
 

	
 


	


	



	
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ARTICLE
21

PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)


	
 

	
 

	
 


	
21.1

	
Co-Sponsor Adoption Page.
 A Related Employer may elect to participate under this Plan by executing a
 Co-Sponsor Adoption Page under the Agreement. By executing a Co-Sponsor
 Adoption Page, the Co-Sponsor adopts all the provisions of the Plan,
 including the elective choices made by the Employer under the Agreement. The
 Co-Sponsor is also bound by any amendments made to the Plan in accordance
 with Article 18. The Co-Sponsor agrees to use the same Trustee as is
 designated on the Trustee Declaration under the Agreement, except as provided
 in a separate trust agreement authorized under Article 12. 


	
 

	
 

	
 


	
21.2

	
Participation by Employees of Co-Sponsor. A Related Employer may not contribute to
this Plan
 unless it executes the Co-Sponsor Adoption Page. (See Section 1.3 for a
 discussion of the eligibility rules as they apply to Employees of Related
 Employers who do not execute a Co-Sponsor Adoption Page.) However, in
 applying the provisions of this Plan, Total Compensation (as defined in
 Section 22.197) includes amounts earned with a Related Employer, regardless
 of whether such Related Employer executes a Co-Sponsor Adoption Page. The
 Employer may elect under Part 3, #10.b.(7) of the Nonstandardized Agreement
 [Part 3, #10.i. of the Nonstandardized 401(k) Agreement] to exclude amounts
 earned with a Related Employer that does not execute a Co-Sponsor Page for
 purposes of determining an Employee’s Included Compensation under the Plan. 


	
 

	
 

	
 


	
21.3

	
Allocation of Contributions and Forfeitures. Unless selected otherwise under the
Co-Sponsor Adoption
 Page, any contributions made by a Co-Sponsor (and any forfeitures relating to
 such contributions) will be allocated to all Eligible Participants employed
 by the Employer and Co-Sponsors in accordance with the provisions under this
 Plan. Under a Nonstandardized Agreement, a Co-Sponsor may elect under the
 Co-Sponsor Page to allocate its contributions (and forfeitures relating to
 such contributions) only to the Eligible Participants employed by the
 Co-Sponsor making such contributions. If so elected, Employees of the
 Co-Sponsor will not share in an allocation of contributions (or forfeitures
 relating to such contributions) made by any other Related Employer (except in
 such individual’s capacity as an Employee of that other Related Employer).
 Where contributions are allocated only to the Employees of a contributing
 Co-Sponsor, the Plan Administrator will maintain a separate accounting of an
 Employee’s Account Balance attributable to the contributions of a particular
 Co-Sponsor. This separate accounting is necessary only for contributions that
 are not 100% vested, so that the allocation of forfeitures attributable to
 such contributions can be allocated for the benefit of the appropriate
 Employees. An election to allocate contributions and forfeitures only to the
 Eligible Participants employed by the Co-Sponsor making such contributions
 will preclude the Plan from satisfying the nondiscrimination safe harbor rules
 under Treas. Reg. §1.401(a)(4)-2 and may require additional
 nondiscrimination testing. 


	
 

	
 

	
 


	
21.4

	
Co-Sponsor No Longer a Related Employer. If a Co-Sponsor becomes a Former Related
Employer
 because of an acquisition or disposition of stock or assets, a merger, or
 similar transaction, the Co-Sponsor will cease to participate in the Plan as
 soon as administratively feasible. If the transition rule under Code
 §410(b)(6)(C) applies, the Co-Sponsor will cease to participate in the Plan
 as soon as administratively feasible after the end of the transition period
 described in Code §410(b)(6)(C). If a Co-Sponsor ceases to be a Related
 Employer under this Section 21.4, the following procedures may be followed to
 discontinue the Co-Sponsor’s participation in the Plan. 


	
 

	
 

	
 


	
 

	
(a)

	
Manner of discontinuing participation. To document the cessation of participation by a
Former
 Related Employer, the Former Related Employer may discontinue its
 participation as follows: (1) the Former Related Employer adopts a resolution
 that formally terminates active participation in the Plan as of a specified
 date, (2) the Employer that has executed the Signature Page of the Agreement
 reexecutes such page, indicating an amendment by page substitution through
 the deletion of the Co-Sponsor Adoption Page executed by the Former Related
 Employer, and (3) the Former Related Employer provides any notices to its
 Employees that are required by law. Discontinuance of participation means
 that no further benefits accrue after the effective date of such
 discontinuance with respect to employment with the Former Related Employer.
 The portion of the Plan attributable to the Former Related Employer may
 continue as a separate plan, under which benefits may continue to accrue,
 through the adoption by the Former Related Employer of a successor plan
 (which may be created through the execution of a separate Agreement by the
 Former Related Employer) or by spin-off of that portion of the Plan followed
 by a merger or transfer into another existing plan, as specified in a merger
 or transfer agreement. 


	
 

	
 

	
 


	
 

	
(b)

	
Multiple employer plan.
 If, after a Co-Sponsor becomes a Former Related Employer, its Employees
 continue to accrue benefits under this Plan, the Plan will be treated as a
 multiple employer plan to the extent required by law. So long as the
 discontinuance procedures of this Section are satisfied, such treatment as a
 multiple employer plan will not affect reliance on the favorable IRS letter
 issued to the Prototype Sponsor or any determination letter issued on the
 Plan. 


	
 

	
 

	
 


	
21.5

	
Special Rules for Standardized Agreements. As stated in Section 1.3(b) of this BPD,
under a
 Standardized Agreement each Related Employer (who has Employees who may be
 eligible to participate in the Plan) is required to execute a Co-Sponsor
 Adoption Page. If a Related Employer fails to execute a Co-Sponsor Adoption
 Page, the Plan will be treated as an individually-designed plan, except as
 provided in subsections (a) and (b) below. Nothing in this 








	
 

	
 


	


	



	
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Plan shall
 be construed to treat a Related Employer as participating in the Plan in the
 absence of a Co-Sponsor Adoption Page executed by that Related Employer. 


	
 

	
 

	
 


	
 

	
(a)

	
New Related Employer.
 If an organization becomes a New Related Employer after the Effective Date of
 the Agreement by reason of an acquisition or disposition of stock or assets,
 a merger, or similar transaction, the New Related Employer must execute a
 Co-Sponsor Page no later than the end of the transition period described in
 Code §410(b)(6)(C). Participation of the New Related Employer must be
 effective no later than the first day of the Plan Year that begins after such
 transition period ends. If the transition period in Code §410(b)(6)(C) is not
 applicable, the effective date of the New Related Employer’s participation in
 the Plan must be no later than the date it became a Related Employer. 


	
 

	
 

	
 


	
 

	
(b)

	
Former Related Employer.
 If an organization ceases to be a Related Employer (Former Related Employer),
 the provisions of Section 21.4, relating to discontinuance of participation,
 apply. 


	
 

	
 

	
 


	
 

	
 

	
Under the
 Standardized Agreement, if the rules of subsections (a) or (b) are followed,
 the Employer may continue to rely on the favorable IRS letter issued to the
 Prototype Sponsor during any period in which a New Related Employer is not
 participating in the Plan or a Former Related Employer continues to
 participate in the Plan. If the rules of subsections (a) or (b) are not
 followed, the Plan is treated as an individually-designed plan for any period
 of such noncompliance.








	
 

	
 


	


	



	
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ARTICLE 22

PLAN DEFINITIONS


	
 

	
 


	
This Article
 contains definitions for common terms that are used throughout the Plan. All
 capitalized terms under the Plan are defined in this Article. Where
 applicable, this Article will refer to other Sections of the Plan where the
 term is defined. 


	
 


	
22.1

	
Account. The separate Account maintained for
 each Participant under the Plan. To the extent applicable, a Participant may
 have any (or all) of the following separate sub-Accounts within his/her
 Account: Employer Contribution Account, Section 401(k) Deferral Account,
 Employer Matching Contribution Account, QMAC Account, QNEC Account, Employee
 After-Tax Contribution Account, Safe Harbor Matching Contribution Account,
 Safe Harbor Nonelective Contribution Account, Rollover Contribution Account,
 and Transfer Account. The Transfer Account also may have any (or all) of the
 sub-Accounts listed above. The Plan Administrator may maintain other
 sub-Accounts, if necessary, for proper administration of the Plan. 


	
 

	
 


	
22.2

	
Account Balance. A Participant’s Account
 Balance is the total value of all Accounts (whether vested or not) maintained
 for the Participant. A Participant’s vested Account Balance includes only
 those amounts for which the Participant has a vested interest in accordance with
 the provisions under Article 4 and Part 6 of the Agreement. A Participant’s
 Section 401(k) Deferral Account, QMAC Account, QNEC Account, Employee
 After-Tax Contribution Account, Safe Harbor Matching Contribution Account,
 Safe Harbor Nonelective Contribution Account, and Rollover Contribution
 Account are always 100% vested. 


	
 

	
 


	
22.3

	
Accrued Benefit. If referred to in the
 context of a Defined Contribution Plan, the Accrued Benefit is the Account
 Balance. If referred to in the context of a Defined Benefit Plan, the Accrued
 Benefit is the benefit accrued under the benefit formula prescribed by the
 Defined Benefit Plan. 


	
 

	
 


	
22.4

	
ACP — Average Contribution Percentage. The
 average of the contribution percentages for the Highly Compensated Employee
 Group and the Nonhighly Compensated Employee Group, which are tested for
 nondiscrimination under the ACP Test. See Section 17.7(a). 


	
 

	
 


	
22.5

	
ACP Test — Actual Contribution Percentage Test.
 The special nondiscrimination test that applies to Employer Matching Contributions
 and/or Employee After-Tax Contributions under the 401(k) Agreement. See
 Section 17.3. 


	
 

	
 


	
22.6

	
Actual Hours Crediting Method. The Actual
 Hours Crediting Method is a method for counting service for purposes of Plan
 eligibility and vesting. Under the Actual Hours Crediting Method, an Employee
 is credited with the actual Hours of Service the Employee completes with the
 Employer or the number of Hours of Service for which the Employee is paid (or
 entitled to payment). 


	
 

	
 


	
22.7

	
Adoption Agreement. See the definition for
 Agreement. 


	
 

	
 


	
22.8

	
ADP — Average Deferral Percentage. The
 average of the deferral percentages for the Highly Compensated Employee Group
 and the Nonhighly Compensated Employee Group, which are tested for
 nondiscrimination under the ADP Test. See Section 17.7(b). 


	
 

	
 


	
22.9

	
ADP Test — Actual Deferral Percentage Test.
 The special nondiscrimination test that applies to Section 401(k) Deferrals
 under the 401(k) Agreement. See Section 17.2. 


	
 

	
 


	
22.10

	
Agreement. The Agreement (sometimes referred
 to as the “Adoption Agreement”) contains the elective provisions under the
 Plan that an Employer completes to supplement or modify the provisions under
 the BPD. Each Employer that adopts this Plan must complete and execute the
 appropriate Agreement. An Employer may adopt more than one Agreement under
 this Prototype Plan. Each executed Agreement is treated as a separate Plan
 and Trust. For example, if an Employer executes a profit sharing plan
 Agreement and a money purchase plan Agreement, the Employer is treated as
 maintaining two separate Plans under this Prototype Plan document. An
 Agreement is treated as a single Plan, even if there is one or more executed
 Co-Sponsor Adoption Pages associated with the Agreement. 


	
 

	
 


	
22.11

	
Aggregate Limit. The limit imposed under the
 Multiple Use Test on amounts subject to both the ADP Test and the ACP Test.
 See Section 17.4(a). 


	
 

	
 


	
22.12

	
Alternate Payee. A person designated to
 receive all or a portion of the Participant’s benefit pursuant to a QDRO. See
 Section 11.5. 


	
 

	
 


	
22.13

	
Anniversary Year Method. A method for
 determining Eligibility Computation Periods after an Employee’s initial
 Eligibility Computation Period. See Section 1.4(c)(2) for more detailed
 discussion of the Anniversary Year Method. 


	
 

	
 


	
22.14

	
Anniversary Years. An alternative period for
 measuring Vesting Computation Periods. See Section 4.4. 








	
 

	
 


	



	
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22.15

	
Annual Additions. The amounts taken into
 account under a Defined Contribution Plan for purposes of applying the
 limitation on allocations under Code §415. See Section 7.4(a) for the
 definition of Annual Additions. 


	
 

	
 


	
22.16

	
Annual Additions Limitation. The limit on
 the amount of Annual Additions a Participant may receive under the Plan
 during a Limitation Year. See Article 7. 


	
 

	
 


	
22.17

	
Annuity Starting Date. This Plan does not
 use the term Annuity Starting Date. To determine whether the notice and
 consent requirements in Articles 8 and 9 are satisfied, the Distribution
 Commencement Date (see Section 22.56) is used, even for a distribution that
 is made in the form of an annuity. However, the payment made on the
 Distribution Commencement Date under an annuity form of payment may reflect
 annuity payments that are calculated with reference to an “annuity starting
 date” that occurs prior to the Distribution Commencement Date (e.g., the
 first day of the month in which the Distribution Commencement Date falls). 


	
 

	
 


	
22.18

	
Applicable Life Expectancy. The Life
 Expectancy used to determine a Participant’s required minimum distribution
 under Article 10. See Section 10.3(d). 


	
 

	
 


	
22.19

	
Applicable Percentage. The maximum
 percentage of Excess Compensation that may be allocated to Eligible
 Participants under the Permitted Disparity Method. See Article 2. 


	
 

	
 


	
22.20

	
Average Compensation. The average of a
 Participant’s annual Included Compensation during the Averaging Period
 designated under Part 3, #11 of the target benefit plan Agreement. See
 Section 2.5(d)(1) for a complete definition of Average Compensation. 


	
 

	
 


	
22.21

	
Averaging Period. The period used for
 determining an Employee’s Average Compensation. Unless modified under Part 3,
 #11.a. of the target benefit plan Agreement, the Averaging Period is the
 three (3) consecutive Measuring Periods during the Participant’s Employment
 Period which produces the highest Average Compensation. 


	
 

	
 


	
22.22

	
Balance Forward Method. A method for
 allocating net income or loss to Participants’ Accounts based on the Account
 Balance as of the most recent Valuation Date under the Plan. See Section
 13.4(a). 


	
 

	
 


	
22.23

	
Basic Plan Document. See the definition for
 BPD. 


	
 

	
 


	
22.24

	
Beneficiary. A person designated by the
 Participant (or by the terms of the Plan) to receive a benefit under the Plan
 upon the death of the Participant. See Section 8.4(c) for the applicable
 rules for determining a Participant’s Beneficiaries under the Plan. 


	
 

	
 


	
22.25

	
BPD. The BPD (sometimes referred to as the
 “Basic Plan Document”) is the portion of the Plan that contains the non-elective
 provisions. The provisions under the BPD may be supplemented or modified by
 elections the Employer makes under the Agreement or by separate governing
 documents that are expressly authorized by the BPD. 


	
 

	
 


	
22.26

	
Break-in-Service - Eligibility. Generally,
 an Employee incurs a Break-in-Service for eligibility purposes for each
 Eligibility Computation Period during which the Employee does not complete
 more than 500 Hours of Service with the Employer. However, if the Employer
 elects under Part 7 of the Agreement to require less than 1,000 Hours of
 Service to earn a Year of Service for eligibility purposes, a Break in
 Service will occur for any Eligibility Computation Period during which the
 Employee does not complete more than one-half (1⁄2) of the Hours of Service
 required to earn a Year of Service. (See Section 1.6 for a discussion of the
 eligibility Break-in-Service rules. Also see Section 6.5(b) for rules
 applicable to the determination of a Break in Service when the Elapsed Time
 Method is used.) 


	
 

	
 


	
22.27

	
Break-in-Service - Vesting. Generally, an
 Employee incurs a Break-in-Service for vesting purposes for each Vesting
 Computation Period during which the Employee does not complete more than 500
 Hours of Service with the Employer. However, if the Employer elects under
 Part 7 of the Agreement to require less than 1,000 Hours of Service to earn a
 Year of Service for vesting purposes, a Break in Service will occur for any
 Vesting Computation Period during which the Employee does not complete more
 than one-half (1⁄2) of the Hours of Service required to earn a Year of
 Service. (See Section 4.6 for a discussion of the vesting Break-in-Service
 rules. Also see Section 6.5(b) for rules applicable to the determination of a
 Break in Service when the Elapsed Time Method is used.) 


	
 

	
 


	
22.28

	
Calendar Year Election. A special election
 used for determining the Lookback Year in applying the Highly Compensated
 Employee test under Section 22.99. 


	
 

	
 


	
22.29

	
Cash-Out Distribution. A total distribution
 made to a partially vested Participant upon termination of participation
 under the Plan. See Section 5.3(a) for the rules regarding the forfeiture of
 nonvested benefits upon a Cash-Out Distribution from the Plan. 


	
 

	
 


	
22.30

	
Code. The Internal Revenue Code of 1986, as
 amended. 








	
 

	
 


	



	
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22.31

	
Code §415 Safe Harbor Compensation. An
 optional definition of compensation used to determine Total Compensation.
 This definition may be selected under Part 3, #9.c. of the Agreement. See
 Section 22.197(c) for the definition of Code §415 Safe Harbor Compensation. 


	
 

	
 


	
22.32

	
Compensation Dollar Limitation. The maximum
 amount of compensation that can be taken into account for any Plan Year for
 purposes of determining a Participant’s Included Compensation (see Section
 22.102) or Testing Compensation (see Section 22.190). For Plan Years
 beginning on or after January 1, 1994, the Compensation Dollar Limitation is
 $150,000, as adjusted for increases in the cost-of-living in accordance with
 Code §401(a)(17)(B). 


	
 

	
 


	
 

	
In
 determining the Compensation Dollar Limitation for any applicable period for
 which Included Compensation or Testing Compensation is being determined (the
 “determination period”), the cost-of-living adjustment in effect for a
 calendar year applies to any determination period beginning with or within
 such calendar year. If a determination period consists of fewer than 12
 months, the Compensation Dollar Limitation for such period is an amount equal
 to the otherwise applicable Compensation Dollar Limitation multiplied by a
 fraction, the numerator of which is the number of months in the short
 determination period, and the denominator of which is 12. A determination
 period will not be considered to be less than 12 months merely because
 compensation is taken into account only for the period the Employee is an
 Eligible Participant. If Section 401(k) Deferrals, Employer Matching
 Contributions, or Employee After-Tax Contributions are separately determined
 for each pay period, no proration of the Compensation Dollar Limitation is
 required with respect to such pay periods.


	
 

	
 


	
 

	
For Plan
 Years beginning on or after January 1, 1989, and before January 1, 1994, the
 Compensation Dollar Limitation taken into account for determining all
 benefits provided under the Plan for any Plan Year shall not exceed $200,000.
 This limitation shall be adjusted by the Secretary at the same time and in
 the same manner as under Code §415(d), except that the dollar increase in
 effect on January 1 of any calendar year is effective for Plan Years
 beginning in such calendar year and the first adjustment to the $200,000
 limitation is effective on January 1, 1990.


	
 

	
 


	
 

	
If
 compensation for any prior determination period is taken into account in
 determining a Participant’s allocations for the current Plan Year, the
 compensation for such prior determination period is subject to the applicable
 Compensation Dollar Limitation in effect for that prior period. For this
 purpose, in determining allocations in Plan Years beginning on or after
 January 1, 1989, the Compensation Dollar Limitation in effect for
 determination periods beginning before that date is $200,000. In addition, in
 determining allocations in Plan Years beginning on or after January 1, 1994,
 the Compensation Dollar Limitation in effect for determination periods
 beginning before that date is $150,000.


	
 

	
 


	
22.33

	
Co-Sponsor. A Related Employer that adopts
 this Plan by executing the Co-Sponsor Adoption Page under the Agreement. See
 Article 21 for the rules applicable to contributions and deductions for
 contributions made by a Co-Sponsor. 


	
 

	
 


	
22.34

	
Co-Sponsor Adoption Page. The execution page
 under the Agreement that permits a Related Employer to adopt this Plan as a
 Co-Sponsor. See Article 21. 


	
 

	
 


	
22.35

	
Covered Compensation. The average (without
 indexing) of the Taxable Wage Bases in effect for each calendar year during
 the 35-year period ending with the last day of the calendar year in which the
 Participant attains (or will attain) Social Security Retirement Age. See
 Section 2.5(d)(2). 


	
 

	
 


	
22.36

	
Cumulative Disparity Limit. A limit on the
 amount of permitted disparity that may be provided under the target benefit
 plan Agreement. See Section 2.5(c)(3)(iv). 


	
 

	
 


	
22.37

	
Current Year Testing Method. A method for applying
 the ADP Test and/or the ACP Test. See Section 17.2(a)(2) for a discussion of
 the Current Year Testing Method under the ADP Test and 17.3(a)(2) for a
 discussion of the Current Year Testing Method under the ACP Test. 


	
 

	
 


	
22.38

	
Custodian. An organization that has custody
 of all or any portion of the Plan assets. See Section 12.11. 


	
 

	
 


	
22.39

	
Davis-Bacon Act Service. A Participant’s
 service used to apply the Davis-Bacon Contribution Formula under Part 4 of
 the Nonstandardized Agreement [Part 4C of the Nonstandardized 401(k)
 Agreement]. For this purpose, Davis-Bacon Act Service is any service
 performed by an Employee under a public contract subject to the Davis-Bacon
 Act or to any other federal, state or municipal prevailing wage law. See
 Section 2.2(a)(1). 


	
 

	
 


	
22.40

	
Davis-Bacon Contribution Formula. The
 Employer may elect under Part 4 of the Nonstandardized Agreement [Part 4C of
 the Nonstandardized 401(k) Agreement] to provide an Employer Contribution
 for each Eligible Participant who performs Davis-Bacon Act Service. (See
 Section 2.2(a)(1) (profit sharing plan and 401(k) plan) and Section 2.4(e)
 (money purchase plan) for special rules regarding the application of the
 Davis-Bacon Contribution Formula.) 


	
 

	
 


	
22.41

	
Defined Benefit Plan. A plan under which a
 Participant’s benefit is based solely on the Plan’s benefit formula without
 the establishment of separate Accounts for Participants. 








	
 

	
 


	



	
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22.42

	
Defined Benefit Plan Fraction. A component
 of the combined limitation test under Code §415(e) for Employers that
 maintain or ever maintained both a Defined Contribution and a Defined Benefit
 Plan. See Section 7.5 (b)(1). 


	
 

	
 


	
22.43

	
Defined Contribution Plan. A plan that provides
 for individual Accounts for each Participant to which all contributions,
 forfeitures, income, expenses, gains and losses under the Plan are credited
 or deducted. A Participant’s benefit under a Defined Contribution Plan is
 based solely on the fair market value of his/her vested Account Balance. 


	
 

	
 


	
22.44

	
Defined Contribution Plan Dollar Limitation.
 The maximum dollar amount of Annual Additions an Employee may receive under
 the Plan. See Section 7.4(b). 


	
 

	
 


	
22.45

	
Defined Contribution Plan Fraction. A component
 of the combined limitation test under Code §415(e) for Employers that
 maintain or ever maintained both a Defined Contribution and a Defined Benefit
 Plan. See Section 7.5(b)(2). 


	
 

	
 


	
22.46

	
Designated Beneficiary. A Beneficiary who is
 designated by the Participant (or by the terms of the Plan) and whose Life
 Expectancy is taken into account in determining minimum distributions under
 Code §401(a)(9). See Article 10. 


	
 

	
 


	
22.47

	
Determination Date. The date as of which the
 Plan is tested to determine whether it is a Top-Heavy Plan. See Section
 16.3(a). 


	
 

	
 


	
22.48

	
Determination Period. The period during
 which contributions to the Plan are tested to determine if the Plan is a
 Top-Heavy Plan. See Section 16.3(b). 


	
 

	
 


	
22.49

	
Determination Year. The Plan Year for which
 an Employee’s status as a Highly Compensated Employee is being determined.
 See Section 22.99(b)(1). 


	
 

	
 


	
22.50

	
Directed Account. The Plan assets under a
 Trust which are held for the benefit of a specific Participant. See Section
 13.4(b). 


	
 

	
 


	
22.51

	
Directed Trustee. A Trustee is a Directed
 Trustee to the extent that the Trustee’s investment powers are subject to the
 direction of another person. See Section 12.2(b). 


	
 

	
 


	
22.52

	
Direct Rollover. A rollover, at the
 Participant’s direction, of all or a portion of the Participant’s vested
 Account Balance directly to an Eligible Retirement Plan. See Section 8.8. 


	
 

	
 


	
22.53

	
Disabled. Except as modified under Part 13,
 #55 of the Agreement [Part 13, #73 of the 401(k) Agreement], an individual is
 considered Disabled for purposes of applying the provisions of this Plan if
 the individual is unable to engage in any substantial gainful activity by
 reason of a medically determinable physical or mental impairment that can be
 expected to result in death or which has lasted or can be expected to last
 for a continuous period of not less than 12 months. The permanence and degree
 of such impairment shall be supported by medical evidence. 


	
 

	
 


	
22.54

	
Discretionary Trustee. A Trustee is a
 Discretionary Trustee to the extent the Trustee has exclusive authority and
 discretion to invest, manage or control the Plan assets without direction
 from any other person. See Section 12.2(a). 


	
 

	
 


	
22.55

	
Distribution Calendar Year. A calendar year
 for which a minimum distribution is required. See Section 10.3(f). 


	
 

	
 


	
22.56

	
Distribution Commencement Date. The date an
 Employee commences distribution from the Plan. If a Participant commences
 distribution with respect to a portion of his/her Account Balance, a separate
 Distribution Commencement Date applies to any subsequent distribution. If
 distribution is made in the form of an annuity, the Distribution Commencement
 Date may be treated as the first day of the first period for which annuity
 payments are made. 


	
 

	
 


	
22.57

	
Early Retirement Age. The age and/or Years
 of Service requirement prescribed by Part 5, #17 of the Agreement [Part 5,
 #35 of the 401(k) Agreement]. Early Retirement Age may be used to determine
 distribution rights and/or vesting rights. The Plan is not required to have
 an Early Retirement Age. 


	
 

	
 


	
22.58

	
Earned Income. Earned Income is the net
 earnings from self-employment in the trade or business with respect to which
 the Plan is established, and for which personal services of the individual
 are a material income-producing factor. Net earnings will be determined
 without regard to items not included in gross income and the deductions
 allocable to such items. Net earnings are reduced by contributions by the
 Employer to a qualified plan to the extent deductible under Code §404. Net
 earnings shall be determined after the deduction allowed to the taxpayer by
 Code §164(f). If Included Compensation is defined to exclude any items of
 Compensation (other than Elective Deferrals), then for purposes of
 determining the Included Compensation of a Self-Employed Individual, Earned
 Income shall be adjusted by multiplying Earned Income by the percentage of
 Total Compensation that is included for the Eligible Participants who are
 Nonhighly Compensated Employees. The percentage is determined by calculating
 the percentage of each Nonhighly Compensated Eligible Participant’s Total
 Compensation that is included in the definition of Included Compensation and
 averaging those percentages. 








	
 

	
 


	



	
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22.59

	
Effective Date. The date this Plan,
 including any restatement or amendment of this Plan, is effective. Where the
 Plan is restated or amended, a reference to Effective Date is the effective
 date of the restatement or amendment, except where the context indicates a
 reference to an earlier Effective Date. If this Plan is retroactively
 effective, the provisions of this Plan generally control. However, if the
 provisions of this Plan are different from the provisions of the Employer’s
 prior plan and, after the retroactive Effective Date of this Plan, the
 Employer operated in compliance with the provisions of the prior plan, the
 provisions of such prior plan are incorporated into this Plan for purposes of
 determining whether the Employer operated the Plan in compliance with its
 terms, provided operation in compliance with the terms of the prior plan do
 not violate any qualification requirements under the Code, regulations, or
 other IRS guidance. 


	
 

	
 


	
 

	
The Employer
 may designate special effective dates for individual provisions under the
 Plan where provided in the Agreement or under Appendix A of the Agreement. If
 one or more qualified retirement plans have been merged into this Plan, the
 provisions of the merging plan(s) will remain in full force and effect until
 the Effective Date of the plan merger(s), unless provided otherwise under
 Appendix A-12 of the Agreement [Appendix A-16 of the 401(k) Agreement]. See
 Section 20.1 for special effective date provisions relating to the changes
 required under the GUST Legislation.


	
 

	
 


	
22.60

	
Elapsed Time Method. The Elapsed Time Method
 is a special method for crediting service for eligibility, vesting or for
 applying the allocation conditions under Part 4 of the Agreement. To apply
 the Elapsed Time Method for eligibility or vesting, the Employer must elect
 the Elapsed Time Method under Part 7 of the Agreement. To apply the Elapsed
 Time Method to determine an Employee’s eligibility for an allocation under
 the Plan, the Employer must elect the Elapsed Time Method under Part 4,
 #15.e. of the Nonstandardized Agreement [Part 4B, #19.e. and/or Part 4C,
 #24.e. of the Nonstandardized 401(k) Agreement]. (See Section 6.5(b) for more
 information on the Elapsed Time Method of crediting service for eligibility
 and vesting and Section 2.6(c) for information on the Elapsed Time Method for
 allocation conditions.) 


	
 

	
 


	
22.61

	
Elective Deferrals. Section 401(k)
 Deferrals, salary reduction contributions to a SEP described in Code
 §§408(k)(6) and 402(h)(1)(B) (sometimes referred to as a SARSEP),
 contributions made pursuant to a Salary Reduction Agreement to a contract,
 custodial account or other arrangement described in Code §403(b), and
 elective contributions made to a SIMPLE-IRA plan, as described in Code
 §408(p). Elective Deferrals shall not include any amounts properly
 distributed as an Excess Amount under §415 of the Code. 


	
 

	
 


	
22.62

	
Eligibility Computation Period. The
 12-consecutive month period used for measuring whether an Employee completes
 a Year of Service for eligibility purposes. An Employee’s initial Eligibility
 Computation Period always begins on the Employee’s Employment Commencement
 Date. Subsequent Eligibility Computation Periods are measured under the
 Shift-to-Plan-Year Method or the Anniversary Year Method. See Section
 1.4(c). 


	
 

	
 


	
22.63

	
Eligible Participant. Except as provided
 under Part 1, #6 of the Agreement, an Employee (other than an Excluded
 Employee) becomes an Eligible Participant on the appropriate Entry Date (as
 selected under Part 2 of the Agreement) following satisfaction of the Plan’s
 minimum age and service conditions (as designated in Part 1 of the
 Agreement). See Article 1 for the rules regarding participation under the
 Plan. 


	
 

	
 


	
 

	
For purposes
 of the 401(k) Agreement, an Eligible Participant is any Employee (other than
 an Excluded Employee) who has satisfied the Plan’s minimum age and service
 conditions designated in Part 1 of the Agreement with respect to a particular
 contribution. With respect to Section 401(k) Deferrals or Employee After-Tax
 Contributions, an Employee who has satisfied the eligibility conditions under
 Part 1 of the Agreement for making Section 401(k) Deferrals or Employee
 After-Tax Contribution is an Eligible Participant with respect to such
 contributions, even if the Employee chooses not to actually make any such
 contributions. With respect to Employer Matching Contributions, an Employee
 who has satisfied the eligibility conditions under Part 1 of the Agreement
 for receiving such contributions is an Eligible Participant with respect to
 such contributions, even if the Employee does not receive an Employer
 Matching Contribution (including forfeitures) because of the Employee’s
 failure to make Section 401(k) Deferrals or Employee After-Tax Contributions,
 as applicable.


	
 

	
 


	
22.64

	
Eligible Rollover Distribution. An amount
 distributed from the Plan that is eligible for rollover to an Eligible
 Retirement Plan. See Section 8.8(a). 


	
 

	
 


	
22.65

	
Eligible Retirement Plan. A qualified
 retirement plan or IRA that may receive a rollover contribution. See Section
 8.8(b). 


	
 

	
 


	
22.66

	
Employee. An Employee is any individual
 employed by the Employer (including any Related Employers). An independent
 contractor is not an Employee. An Employee is not eligible to participate
 under the Plan if the individual is an Excluded Employee under Section 1.2.
 (See Section 1.3 for rules regarding coverage of Employees of Related
 Employers.) For purposes of applying the provisions under this Plan, a
 Self-Employed Individual (including a partner in a partnership) is treated as
 an Employee. A Leased Employee is also treated as an Employee of the
 recipient organization, as provided in Section 1.2(b). 








	
 

	
 


	




	
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22.67

	
Employee After-Tax Contribution Account.
 The portion of the Participant’s Account attributable to Employee After-Tax
 Contributions. 


	
 

	
 


	
22.68

	
Employee After-Tax Contributions.
 Employee After-Tax Contributions are contributions made to the Plan by or on
 behalf of a Participant that is included in the Participant’s gross income in
 the year in which made and that is maintained under a separate Employee
 After-Tax Contribution Account to which earnings and losses are allocated.
 Employee After-Tax Contributions may only be made under the Nonstandardized
 401(k) Agreement. See Section 3.1. 


	
 

	
 


	
22.69

	
Employer. Except
 as otherwise provided, Employer means the Employer (including a Co-Sponsor)
 that adopts this Plan and any Related Employer. (See Section 1.3 for rules
 regarding coverage of Employees of Related Employers. Also see Section 11.8
 for operating rules when the Employer is a member of a Related Employer
 group, and Article 21 for rules that apply to Related Employers that execute
 a Co-Sponsor Adoption Page under the Agreement.) 


	
 

	
 


	
22.70

	
Employer Contribution Account.
 If this Plan is a profit sharing plan (other than a 401(k) plan), a money
 purchase plan, or a target benefit plan, the Employer Contribution Account is
 the portion of the Participant’s Account attributable to contributions made
 by the Employer. If this is a 401(k) plan, the Employer Contribution Account
 is the portion of the Participant’s Account attributable to Employer
 Nonelective Contributions, other than QNECs or Safe Harbor Nonelective
 Contributions. 


	
 

	
 


	
22.71

	
Employer Contributions.
 If this Plan is a profit sharing plan (other than a 401(k) plan), a money
 purchase plan, or a target benefit plan, Employer Contributions are any
 contributions the Employer makes pursuant to Part 4 of to the Agreement. If
 this Plan is a 401(k) plan, Employer Contributions include Employer
 Nonelective Contributions and Employer Matching Contributions, including
 QNECs, QMACs and Safe Harbor Contributions that the Employer makes under the
 Plan. Employer Contributions also include any Section 401(k) Deferrals an
 Employee makes under the Plan, unless the Plan expressly provides for
 different treatment of Section 401(k) Deferrals. 


	
 

	
 


	
22.72

	
Employer Matching Contribution Account.
 The portion of the Participant’s Account attributable to Employer Matching
 Contributions, other than QMACs or Safe Harbor Matching Contributions. 


	
 

	
 


	
22.73

	
Employer Matching Contributions.
 Employer Matching Contributions are contributions made by the Employer on
 behalf of a Participant on account of Section 401(k) Deferrals or Employee
 After-Tax Contributions made by such Participant, as designated under Parts
 4B(b) of the 401(k) Agreement. Employer Matching Contributions may only be
 made under the 401(k) Agreement. Employer Matching Contributions also
 include any QMACs the Employer makes pursuant to Part 4B, #18 of the 401(k)
 Agreement and any Safe Harbor Matching Contributions the Employer makes
 pursuant to Part 4E of the 401(k) Agreement See Section 2.3(b). 


	
 

	
 


	
22.74

	
Employer Nonelective Contributions.
 Employer Nonelective Contributions are contributions made by the Employer on
 behalf of Eligible Participants under the 401(k) Plan, as designated under
 Part 4C of the 401(k) Agreement Employer Nonelective Contributions also include
 any QNECs the Employer makes pursuant to Part 4C, #22 of the 401(k) Agreement
 and any Safe Harbor Nonelective Contributions the Employer makes pursuant to
 Part 4E of the 401(k) Agreement See Section 2.3(d). 


	
 

	
 


	
22.75

	
Employment Commencement Date.
 The date the Employee first performs an Hour of Service for the Employer. For
 purposes of applying the Elapsed Time rules under Section 6.5(b), an Hour of
 Service is limited to an Hour of Service as described in Section 22.101 (a). 


	
 

	
 


	
22.76

	
Employment Period.
 The period as defined in Part 3, #11.c. of the target benefit plan Agreement
 used to determine an Employee’s Average Compensation. See Section
 2.5(d)(1)(iii). 


	
 

	
 


	
22.77 

	
Entry Date. The
 date on which an Employee becomes an Eligible Participant upon satisfying the
 Plan’s minimum age and service conditions. See Section 1.5.


	
 

	
 


	
22.78

	
Equivalency Method.
 An alternative method for crediting Hours of Service for purposes of
 eligibility and vesting. To apply, the Employer must elect the Equivalency
 Method under Part 7 of the Agreement. See Section 6.5(a) for a more detailed
 discussion of the Equivalency Method. 


	
 

	
 


	
22.79

	
ERISA. The
 Employee Retirement Income Security Act of 1974, as amended. 


	
 

	
 


	
22.80

	
Excess Aggregate Contributions.
 Amounts which are distributed to correct the ACP Test. See Section 17.7(c). 


	
 

	
 


	
22.81

	
Excess Amount.
 Amounts which exceed the Annual Additions Limitation. See Section 7.4(c). 


	
 

	
 


	
22.82

	
Excess Compensation.
 The amount of Included Compensation which exceeds the Integration Level. Excess
 Compensation is used for purposes of applying the Permitted Disparity
 allocation formula under the profit sharing or 401(k) plan Agreement (see
 Section 2.2(b)(2)) or under the money purchase plan Agreement (see Section
 2.4(c)) or for applying the Integration Formulas under the target benefit
 plan Agreement (see Section 2.5(d)(3)). 








	
 

	
 


	



	
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22.83

	
Excess Contributions.
 Amounts which are distributed to correct the ADP Test. See Section 17.7(d). 


	
 

	
 


	
22.84

	
Excess Deferrals.
 Elective Deferrals that are includible in a Participant’s gross income
 because they exceed the dollar limitation under Code §402(g). Excess
 Deferrals made to this Plan shall be treated as Annual Additions under the
 Plan, unless such amounts are distributed no later than the first April 15
 following the close of the Participant’s taxable year for which the Excess
 Deferrals are made. See Section 17.1. 


	
 

	
 


	
22.85

	
Excluded Employee.
 An Employee who is excluded under Part 1, #4 of the Agreement. See Section
 1.2. 


	
 

	
 


	
22.86

	
Fail-Safe Coverage Provision.
 A correction provision that permits the Plan to automatically correct a
 coverage violation resulting from the application of a last day of employment
 or Hours of Service allocation condition. See Section 2.7. 


	
 

	
 


	
22.87

	
Favorable IRS Letter.
 A notification letter or opinion letter issued by the IRS to a Prototype
 Sponsor as to the qualified status of a Prototype Plan. A separate Favorable
 IRS Letter is issued with respect to each Agreement offered under the
 Prototype Plan. If the term is used to refer to a letter issued to an
 Employer with respect to its adoption of this Prototype Plan, such letter is
 a determination letter issued by the IRS. 


	
 

	
 


	
22.88

	
Five-Percent Owner.
 An individual who owns (or is considered as owning within the meaning of Code
 §318) more than 5 percent of the outstanding stock of the Employer or stock
 possessing more than 5 percent of the total combined voting power of all
 stock of the Employer. If the Employer is not a corporation, a Five- Percent
 Owner is an individual who owns more than 5 percent of the capital or profits
 interest of the Employer. 


	
 

	
 


	
22.89

	
Five- Year Forfeiture Break in Service.
 A Break in Service rule under which a Participant’s nonvested benefit may be
 forfeited. See Section 4.6(b). 


	
 

	
 


	
22.90

	
Flat Benefit. A
 Nonintegrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation. See Section 2.5(c)(1)(i). 


	
 

	
 


	
22.91

	
Flat Excess Benefit.
 An Integrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation plus a specified percentage of Excess Compensation.
 See Section 2.5(c)(2)(i). 


	
 

	
 


	
22.92

	
Flat Offset Benefit.
 An Integrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation which is offset by a specified percentage of Offset
 Compensation. See Section 2.5(c)(2)(iii). 


	
 

	
 


	
22.93

	
Former Related Employer.
 A Related Employer (as defined in Section 22.164) that ceases to be a Related
 Employer because of an acquisition or disposition of stock or assets, a
 merger, or similar transaction. See Section 21.4 for the effect when a
 Co-Sponsor becomes a Former Related Employer. 


	
 

	
 


	
22.94

	
Four-Step Formula.
 A method for allocating certain Employer Contributions under the Permitted
 Disparity Method. See Section 2.2(b)(2)(ii). 


	
 

	
 


	
22.95

	
General Trust Account.
 The Plan assets under a Trust which are held for the benefit of all Plan
 Participants as a pooled investment. See Section 13.4(a). 


	
 

	
 


	
22.96

	
GUST Legislation.
 GUST Legislation refers to the Uruguay Round Agreements Act (GATT), the
 Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA)
 the Small Business Job Protection Act of 1996 (SBJPA), the Taxpayer Relief
 Act of 1997 (TRA ‘97), and the Internal Revenue Service Restructuring and
 Reform Act of 1998. See Article 20 for special rules for demonstrating
 compliance with the qualification changes under the GUST Legislation. 


	
 

	
 


	
22.97

	
Hardship. A heavy
 and immediate financial need which meets the requirements of Section 8.6. 


	
 

	
 


	
22.98

	
Highest Average Compensation.
 A term used to apply the combined plan limit under Code §415(e). See Section
 7.5(b)(3). 


	
 

	
 


	
22.99

	
Highly Compensated Employee.
 The definition of Highly Compensated Employee under this Section is effective
 for Plan Years beginning after December 31, 1996. For Plan Years beginning
 before January 1, 1997, Highly Compensated Employees are determined under
 Code §414(q) as in effect at that time. 








	
 

	
 

	
 


	
 

	
(a)

	
Definition. An Employee is a Highly
 Compensated Employee for a Plan Year if he/she: 








	
 

	
 


	



	
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(1)

	
is a
 Five-Percent Owner (as defined in Section 22.88) at any time during the
 Determination Year or the Lookback Year; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
has Total
 Compensation from the Employer for the Lookback Year in excess of $80,000 (as
 adjusted) and, if elected under Part 13, #50.a. of the Agreement [Part 13,
 #68.a. of the 401(k) Agreement], is in the Top-Paid Group for the Lookback
 Year. If the Employer does not specifically elect to apply the Top-Paid Group
 Test, the Highly Compensated Employee definition will be applied without
 regard to whether an Employee is in the Top-Paid Group. The $80,000 amount is
 adjusted at the same time and in the same manner as under Code §415(d),
 except that the base period is the calendar quarter ending September 30,
 1996. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Other Definitions. The following definitions
 apply for purposes of determining Highly Compensated Employee status under this Section 22.99.


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Determination Year. The Determination Year
 is the Plan Year for which the Highly Compensated Employee determination is
 being made. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Lookback Year. Unless the Calendar Year
 Election (or Old-Law Calendar Year Election) applies, the Lookback Year is
 the 12-month period immediately preceding the Determination Year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Total Compensation. Total Compensation as
 defined under Section 22.197. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Top-Paid Group. An Employee is in the
 Top-Paid Group for purposes of applying the Top-Paid Group Test if the
 Employee is one of the top 20% of Employees ranked by Total Compensation. In
 determining the Top-Paid Group, any reasonable method of rounding or
 tie-breaking is permitted. For purposes of determining the number of
 Employees in the Top-Paid Group for any year, Employees described in Code
 §414(q)(5) or applicable regulations may be excluded. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
Calendar Year Election. If the Plan Year
 elected under the Agreement is not the calendar year, for purposes of applying
 the Highly Compensated Employee test under subsection (a)(2) above, the
 Employer may elect under Part 13, #50.b. of the Agreement [Part 13, #68.b. of
 the 401(k) Agreement] to substitute for the Lookback Year the calendar year
 that begins in the Lookback Year. The Calendar Year Election does not apply
 for purposes of applying the Five-Percent Owner test under subsection (a)(1)
 above. If the Employer does not specifically elect to apply the Calendar Year
 Election, the Calendar Year Election does not apply. The Calendar Year
 Election should not be selected if the Plan is using a calendar Plan Year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
Old-Law Calendar Year Election. A special
 election available under section 1.414(q)-1T of the temporary Income Tax
 Regulations and provided for in Notice 97-45 for the Plan Year beginning in
 1997 which permitted the Employer to substitute the calendar year beginning
 with or within the Plan Year for the Lookback Year in applying subsections
 (a)(1) and (a)(2) above. If the 1997 Plan Year was a calendar year, the
 effect of the Old-Law Calendar Year Election was to treat the Determination
 Year and the Lookback Year as the same 12-month period. The Employer may
 elect to apply the Old-Law Calendar Year Election under Appendix B-1.c. of
 the Agreement. See Section 20.2(c).


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Application of Highly Compensated Employee definition.
 In determining whether an Employee is a Highly Compensated Employee for years
 beginning in 1997, the amendments to Code §414(q) as described above are
 treated as having been in effect for years beginning in 1996. In determining
 an Employee’s status as a highly compensated former employee, the rules for
 the applicable Determination Year apply in accordance with section
 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Notice 97-45.


	
 

	
 

	
 

	
 


	
22.100

	
Highly Compensated Employee Group.
 The group of Highly Compensated Employees who are included in the ADP Test
 and/or the ACP Test. See Section 17.7(e). 


	
 

	
 

	
 

	
 


	
22.101

	
Hour of Service.
 Each Employee will receive credit for each Hour of Service as defined in this
 Section 22.101. An Employee will not receive credit for the same Hour of
 Service under more than one category listed below. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Performance of duties.
 Hours of Service include each hour for which an Employee is paid, or entitled
 to payment, for the performance of duties for the Employer. These hours will
 be credited to the Employee for the computation period in which the duties
 are performed. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Nonperformance of duties.
 Hours of Service include each hour for which an Employee is paid, or entitled
 to payment, by the Employer on account of a period of time during which no
 duties are performed (irrespective of whether the employment relationship has
 terminated) due to vacation, holiday, illness, incapacity (including
 disability), layoff, jury duty, military duty or leave of absence. No more
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will be
 credited under this paragraph for any single continuous period (whether or
 not such period occurs in a single computation period). Hours under this paragraph
 will be calculated and credited pursuant to §2530.200b-2 of the Department of
 Labor Regulations which is incorporated herein by this reference.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Back pay award.
 Hours of Service include each hour for which back pay, irrespective of mitigation
 of damages, is either awarded or agreed to by the Employer. The same Hours of
 Service will not be credited both under subsection (a) or subsection (b), as
 the case may be, and under this subsection (c). 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.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Related Employers/Leased Employees.
 For purposes of crediting Hours of Service, all Related Employers are treated
 as a single Employer. Hours of Service will be credited for employment with
 any Related Employer. Hours of Service also include hours credited as a
 Leased Employee for a recipient organization. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Maternity/paternity leave.
 Solely for purposes of determining whether a Break in Service has occurred in
 a computation period, an individual who is absent from work for maternity or
 paternity reasons will receive credit for the Hours of Service which would
 otherwise have been credited to such individual but for such absence, or in
 any case in which such hours cannot be determined, 8 Hours of Service per day
 of such absence. For purposes of this paragraph, an absence from work for
 maternity or paternity reasons means an absence (1) by reason of the
 pregnancy of the individual, (2) by reason of a birth of a child of the
 individual, (3) by reason of the placement of a child with the individual in
 connection with the adoption of such child by such individual, or (4) for
 purposes of caring for such child for a period beginning immediately
 following such birth or placement. The Hours of Service credited under this
 paragraph will be credited (1) in the computation period in which the absence
 begins if the crediting is necessary to prevent a Break in Service in that
 period, or (2) in all other cases, in the following computation period. 








	
 

	
 


	
22.102

	
Included Compensation.
 Included Compensation is Total Compensation, as modified under Part 3, #10 of
 the Agreement, used to determine allocations of contributions and
 forfeitures. Under the Nonstandardized Agreement, Included Compensation
 generally includes amounts an Employee earns with a Related Employer that has
 not executed a Co-Sponsor Adoption Page under the Agreement. However, the Employer
 may elect under Part 3, #10.b.(7) of the Nonstandardized Agreement [Part 3,
 #10.i. of the Nonstandardized 401(k) Agreement] to exclude all amounts
 earned with a Related Employer that has not executed a Co-Sponsor Adoption
 Page. Under the Standardized Agreement, Included Compensation always includes
 all compensation earned with all Related Employers, without regard to whether
 the Related Employer executes the Co-Sponsor Adoption Page. (See Section
 21.5.) In no case may Included Compensation for any Participant exceed the
 Compensation Dollar Limitation as defined in Section 22.32. Included
 Compensation does not include any amounts earned while an individual is an
 Excluded Employee (as defined in Section 1.2 of this BPD). 


	
 

	
 


	
 

	
The Employer
 may select under Part 3, #10 of the 401(k) Agreement to provide a different
 definition of Included Compensation for determining Section 401(k) Deferrals,
 Employer Matching Contributions, and Employer Nonelective Contributions.
 Unless otherwise provided in Part 3, #10.j. of the Nonstandardized 401(k)
 Agreement, the definition of Included Compensation chosen for Section 401(k)
 Deferrals also applies to any Employee After-Tax Contributions and to any
 Safe Harbor Contributions designated under Part 4E of the Agreement; the definition
 of Included Compensation chosen for Employer Matching Contributions also
 applies to any QMACs; and the definition of Included Compensation chosen for
 Employer Nonelective Contributions also applies to any QNECs.


	
 

	
 


	
 

	
The Employer
 may elect to exclude from the definition of Included Compensation any of the
 amounts permitted under Part 3, #10 of the Agreement. However, to use the
 same definition of compensation for purposes of nondiscrimination testing,
 the definition of Included Compensation must satisfy the nondiscrimination
 requirements of Code §414(s). The definition of Included Compensation will be
 deemed to be nondiscriminatory under Code §414(s) if the only amounts
 excluded are amounts under Part 3, #10.b.(1) - (3) of the Nonstandardized Agreement
 [Part 3, #10.c. - e. of the Nonstandardized 401(k) Agreement]. Any other
 exclusions could cause the definition of Included Compensation to fail to
 satisfy the nondiscrimination requirements of Code §414(s). If the definition
 of Included Compensation fails to satisfy the nondiscrimination requirements
 of Code §414(s), additional nondiscrimination testing may have to be
 performed to demonstrate compliance with the nondiscrimination requirements.
 The definition of Included Compensation under the Standardized Agreements
 must satisfy the nondiscrimination requirements under Code §414(s).


	
 

	
 


	
 

	
If the Plan
 uses a Permitted Disparity Method under Part 4 of the Agreement or if the
 Plan is a Safe Harbor 401(k) Plan, the definition of Included Compensation
 must satisfy the nondiscrimination requirements under Code §414(s).
 Therefore, any exclusions from Included Compensation under Part 3, #10.b.(4)
 – (8) of the Nonstandardized Agreement [Part 3, #10.f – j. of the
 Nonstandardized 401(k) Agreement] will apply only to Highly Compensated
 Employees, unless specifically provided otherwise under Part 3, #10.b.(8). of
 the Nonstandardized Agreement [Part 3, #10.j. of the Nonstandardized 401(k)
 Agreement].








	
 

	
 


	



	
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The Employer
 may elect under Part 3, #10.b.(1) of the Agreement [Part 3, #10.c. of the
 401(k) Agreement] to exclude Elective Deferrals, pre-tax contributions to a
 cafeteria plan or a Code §457 plan, and qualified transportation fringes
 under Code§ 132(f)(4). Generally, the exclusion of qualified transportation
 fringes is effective for Plan Years beginning on or after January 1, 2001.
 However, the Employer may elect an earlier effective date under Appendix
 B-3.c. of the Agreement.


	
 

	
 


	
22.103

	
Insurer. An
 insurance company that issues a life insurance policy on behalf of a
 Participant under the Plan in accordance with the requirements under Article
 15. 


	
 

	
 


	
22.104

	
Integrated Benefit Formula.
 A benefit formula under Part 4 of the target benefit plan Agreement that
 takes into account an Employee’s Social Security benefits. See Section
 2.5(c)(2). 


	
 

	
 


	
22.105

	
Integration Level.
 The amount used for purposes of applying the Permitted Disparity Method
 allocation formula (or the Integrated Benefit Formulas under the target
 benefit plan Agreement). The Integration Level is the Taxable Wage Base,
 unless the Employer designates a different amount under Part 4 of the
 Agreement. 


	
 

	
 


	
22.106

	
Investment Manager.
 A person (other than the Trustee) who (a) has the power to manage, acquire,
 or dispose of Plan assets (b) is an investment adviser, a bank, or an
 insurance company as described in §3(38)(B) of ERISA, and (c) acknowledges
 fiduciary responsibility to the Plan in writing. 


	
 

	
 


	
22.107

	
Key Employee.
 Employees who are taken into account for purposes of determining whether the
 Plan is a Top-Heavy Plan. See Section 16.3(c). 


	
 

	
 


	
22.108

	
Leased Employee.
 An individual who performs services for the Employer pursuant to an agreement
 between the Employer and a leasing organization, and who satisfies the
 definition of a Leased Employee under Code §414(n). See Section 1.2(b) for
 rules regarding the treatment of a Leased Employee as an Employee of the
 Employer. 


	
 

	
 


	
22.109

	
Life Expectancy. A
 Participant’s and/or Designated Beneficiary’s life expectancy used for
 purposes of determining required minimum distributions under the Plan. See
 Section 10.3(e). 


	
 

	
 


	
22.110

	
Limitation Year.
 The measuring period for determining whether the Plan satisfies the Annual
 Additions Limitation under Section 7.4(d). 


	
 

	
 


	
22.111

	
Lookback Year. The
 12-month period immediately preceding the current Plan Year during which an
 Employee’s status as Highly Compensated Employee is determined. See Section
 22.99(b)(2). 


	
 

	
 


	
22.112

	
Maximum Disparity Percentage.
 The maximum amount by which the designated percentage of Excess Compensation
 under an Excess Benefit formula under Part 4 of the target benefit plan
 Agreement may exceed the designated percentage of Average Compensation. See
 Section 2.5(c)(3)(i). 


	
 

	
 


	
22.113

	
Maximum Offset Percentage.
 The maximum amount that may be designated as the offset percentage under an
 Offset Benefit formula under Part 4 of the target benefit plan Agreement. See
 Section 2.5(c)(3)(ii). 


	
 

	
 


	
22.114

	
Maximum Permissible Amount.
 The maximum amount that may be allocated to a Participant’s Account within
 the Annual Additions Limitation. See Section 7.4(e). 


	
 

	
 


	
22.115

	
Measuring Period.
 The period for which Average Compensation or Offset Compensation is measured
 under the target benefit plan Agreement. Unless elected otherwise under Part
 3, #11.b. or Part 3, #12.a. of the target benefit plan Agreement, as
 applicable, the Measuring Period is the Plan Year (or the 12-month period
 ending on the last day of the Plan Year for a short Plan Year). See Sections
 2.5(d)(1)(ii) and 2.5(d)(5)(i). 


	
 

	
 


	
22.116

	
Multiple Use Test.
 A special nondiscrimination test that applies when the Plan must perform both
 the ADP Test and the ACP Test in the same Plan Year. See Section 17.4. 


	
 

	
 


	
22.117

	
Named Fiduciary.
 The Plan Administrator or other fiduciary named by the Plan Administrator to
 control and manage the operation and administration of the Plan. To the
 extent authorized by the Plan Administrator, a Named Fiduciary may delegate
 its responsibilities to a third party or parties. The Employer shall also be
 a Named Fiduciary. 


	
 

	
 


	
22.118

	
Net Profits. The
 Employer’s net income or profits that may be used to limit the amount of
 Employer Contributions made under the Plan. See Section 2.2(a)(2). 


	
 

	
 


	
22.119

	
New Related Employer.
 An organization that becomes a Related Employer (as defined in Section
 22.164) with the Employer by reason of an acquisition or disposition of stock
 or assets, a merger, or similar transaction. See Section 21.5 for special
 procedures under a Standardized Agreement when there is a New Related
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22.120

	
Nonhighly
 Compensated Employee. Any Employee who is not a
 Highly Compensated Employee. See Section 22.99 for the definition of Highly
 Compensated Employee. 


	
 

	
 


	
22.121

	
Nonhighly
 Compensated Employee Group. The group of Nonhighly
 Compensated Employees included in the ADP Test and/or the ACP Test. See
 Section 17.7(f). 


	
 

	
 


	
22.122

	
Nonintegrated
 Benefit Formula. A benefit formula under Part 4 of
 the target benefit plan Agreement that does not take into account an
 Employee’s Social Security benefits. See Section 2.5(c)(1). 


	
 

	
 


	
22.123

	
Non-Key Employee.
 Any Employee who is not a Key Employee. (See Section 16.3(c).) 


	
 

	
 


	
22.124

	
Nonresident Alien
 Employees. An Employee who is neither a citizen of
 the United States nor a resident of the United States for U.S. tax purposes
 (as defined in Code §7701(b)), and who does not have any earned income (as
 defined in Code §911) for the Employer that constitutes U.S. source income
 (within the meaning of Code §861). If a Nonresident Alien Employee has U.S.
 source income, he/she is treated as satisfying this definition if all of
 his/her U.S. source income from the Employer is exempt from U.S. income tax
 under an applicable income tax treaty. 


	
 

	
 


	
22.125

	
Nonstandardized
 Agreement. An Agreement under this Prototype Plan
 under which an adopting Employer may not rely on a Favorable IRS Letter
 issued to the Prototype Sponsor. In order to have reliance from the IRS that
 the form of the Plan as adopted by the Employer is qualified, the Employer
 must request a determination letter on the Plan. 


	
 

	
 


	
22.126

	
Normal Retirement
 Age. The age selected under Part 5 of the Agreement.
 If a Participant’s Normal Retirement Age is determined wholly or partly with
 reference to an anniversary of the date the Participant commenced
 participation in the Plan and/or the Participant’s Years of Service, Normal
 Retirement Age is the Participant’s age when such requirements are satisfied.
 If the Employer enforces a mandatory retirement age, the Normal Retirement
 Age is the lesser of that mandatory age or the age specified in the
 Agreement. 


	
 

	
 


	
22.127

	
Offset
 Compensation. The average of a Participant’s annual
 Included Compensation during the three (3) consecutive Measuring Periods
 designated under Part 3, #12 of the target benefit plan Agreement. See Section
 2.5(d)(5) for a complete definition of Offset Compensation. 


	
 

	
 


	
22.128

	
Offset Benefit
 Formula. A Flat Offset Benefit formula or a Unit
 Offset Benefit formula under Part 4 of the target benefit plan Agreement that
 provides for a Stated Benefit based on a percentage of Average Compensation
 offset by a percentage of Offset Compensation. See Section 2.5(c)(2)(iii) and
 (iv). 


	
 

	
 


	
22.129

	
Old-Law Calendar
 Year Election. A special election for determining
 the Lookback Year under the Highly Compensated Employee test that was
 available only for the 1997 Plan Year. See Section 22.99(b)(6). 


	
 

	
 


	
22.130

	
Old-Law Required
 Beginning Date. If so elected under Part 13, #52 of
 the Agreement [Part 13, #70 of the 401(k) Agreement], the date by which
 minimum distributions must commence under the Plan, as determined under
 Section 10.3(a)(2). 


	
 

	
 


	
22.131

	
Owner-Employee.
 A Self-Employed Individual (as defined in Section 22.180) who is a sole
 proprietor, or who is a partner owning more than 10 percent of either the
 capital or profits interest of the partnership. 


	
 

	
 


	
22.132

	
Paired Plans.
 Two or more Standardized Agreements that are designated as Paired Plans. See
 Section 19.6. 


	
 

	
 


	
22.133

	
Participant.
 A Participant is an Employee or former Employee who has satisfied the
 conditions for participating under the Plan. A Participant also includes any
 Employee or former Employee who has an Account Balance under the Plan,
 including an Account Balance derived from a rollover or transfer from another
 qualified plan or IRA. A Participant is entitled to share in an allocation of
 contributions or forfeitures under the Plan for a given year only if the
 Participant is an Eligible Participant as defined in Section 1.1, and
 satisfies the allocation conditions set forth in Section 2.6 and Part 4 of the
 Agreement. 


	
 

	
 


	
22.134

	
Period of Severance.
 A continuous period of time during which the Employee is not employed by the
 Employer and which is used to determine an Employee’s Participation under the
 Elapsed Time Method. See Section 6.5(b)(2). 


	
 

	
 


	
22.135

	
Permissive
 Aggregation Group. Plans that are not required to be
 aggregated to determine whether the Plan is a Top-Heavy Plan. See Section
 16.3(d). 


	
 

	
 


	
22.136

	
Permitted Disparity
 Method. A method for allocating certain Employer
 Contributions to Eligible Participants as designated under Part 4 of the
 Agreement. See Article 2. 


	
 

	
 


	
22.137

	
Plan.
 The Plan is the retirement plan established or continued by the Employer for
 the benefit of its Employees under this Prototype Plan document. The Plan
 consists of the BPD and the elections made under the Agreement. If the 








	
 

	
 


	



	
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129












	
 

	
 


	
 

	
Employer adopts more than one Agreement offered under this Prototype
 Plan, then each executed Agreement represents a separate Plan, unless the
 Agreement restates a previously executed Agreement.


	
 

	
 


	
22.138

	
Plan Administrator.
 The Plan Administrator is the person designated to be responsible for the
 administration and operation of the Plan. Unless otherwise designated by the
 Employer, the Plan Administrator is the Employer. If any Related Employer has
 executed a Co-Sponsor Adoption Page, the Employer referred to in this Section
 is the Employer that executes the Signature Page of the Agreement. 


	
 

	
 


	
22.139

	
Plan Year.
 The 12-consecutive month period for administering the Plan, on which the
 records of the Plan are maintained. The Employer must designate the Plan Year
 applicable to the Plan under the Agreement. If the Plan Year is amended, a
 Plan Year of less than 12 months may be created. If this is a new Plan, the
 first Plan Year begins on the Effective Date of the Plan. If the amendment of
 the Plan Year or the Effective Date of a new Plan creates a Plan Year that is
 less than 12 months long, there is a Short Plan Year. The existence of a
 Short Plan Year may be documented under the Plan Year definition on page 1 of
 the Agreement. See Section 11.7 for operating rules that apply to Short Plan
 Years. 


	
 

	
 


	
22.140

	
Pre-Age 35 Waiver.
 A waiver of the QPSA before a Participant reaches age 35. See Section 9.4(f).
 


	
 

	
 


	
22.141

	
Predecessor
 Employer. An employer that previously employed the
 Employees of the Employer. See Section 6.7 for the rules regarding the
 crediting of service with a Predecessor Employer. 


	
 

	
 


	
22.142

	
Predecessor Plan.
 A Predecessor Plan is a qualified plan maintained by the Employer that is
 terminated within the 5-year period immediately preceding or following the
 establishment of this Plan. A Participant’s service under a Predecessor Plan
 must be counted for purposes of determining the Participant’s vested
 percentage under the Plan. See Section 4.5(b)(1). 


	
 

	
 


	
22.143

	
Present Value.
 The current single-sum value of an Accrued Benefit under a Defined Benefit
 Plan. 


	
 

	
 


	
22.144

	
Present Value
 Stated Benefit. An amount used to determine the
 Employer Contribution under the target benefit plan Agreement. See Section
 2.5(b)(3). 


	
 

	
 


	
22.145

	
Prior Year Testing
 Method. A method for applying the ADP Test and/or
 the ACP Test. See Section 17.2(a)(1) for a discussion of the Prior Year
 Testing Method under the ADP Test and Section 17.3(a)(1) for a discussion of
 the Prior Year Testing Method under the ACP Test. 


	
 

	
 


	
22.146

	
Pro Rata Allocation
 Method. A method for allocating certain Employer
 Contributions to Eligible Participants under the Plan. See Article 2. 


	
 

	
 


	
22.147

	
Projected Annual
 Benefit. An amount used in the numerator of the
 Defined Benefit Plan Fraction. See Section 7.5(b)(4). 


	
 

	
 


	
22.148 

	
Protected Benefit.
 A Participant’s benefits which may not be eliminated by Plan amendment.
 Protected Benefits include early retirement benefits, retirement-type
 subsidies, and optional forms of benefit (as defined under the regulations).
 See Section 18.1(c).


	
 

	
 


	
22.149

	
Prototype Plan.
 A plan sponsored by a Prototype Sponsor the form of which is the subject of a
 Favorable IRS Letter from the Internal Revenue Service which is made up of a
 Basic Plan Document and an Adoption Agreement. An Employer may establish or
 continue a plan by executing an Adoption Agreement under this Prototype Plan.
 


	
 

	
 


	
22.150

	
Prototype Sponsor.
 The Prototype Sponsor is the entity that maintains the Prototype Plan for
 adoption by Employers. See Section 18.1(a) for the ability of the Prototype Sponsor to amend this Plan. 


	
 

	
 


	
22.151

	
QDRO —
 Qualified Domestic Relations Order. A domestic relations order that provides
 for the payment of all or a portion of the Participant’s benefits to an
 Alternate Payee and satisfies the requirements under Code §414(p). See
 Section 11.5. 


	
 

	
 


	
22.152

	
QJSA —
 Qualified Joint and Survivor Annuity. A QJSA is an immediate annuity payable
 over the life of the Participant with a survivor annuity payable over the
 life of the spouse. If the Participant is not married as of the Distribution
 Commencement Date, the QJSA is an immediate annuity payable over the life of
 the Participant. See Section 9.2. 


	
 

	
 


	
22.153

	
QMAC Account.
 The portion of a Participant’s Account attributable to QMACs. 


	
 

	
 


	
22.154

	
QMACs — Qualified
 Matching Contributions. An Employer Matching
 Contribution made by the Employer that satisfies the requirements under
 Section 17.7(g). 








	
 

	
 


	



	
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22.155

	
QNEC Account. The
 portion of a Participant’s Account attributable to QNECs. 


	
 

	
 


	
22.156

	
QNECs — Qualified
 Nonelective Contributions. An Employer Nonelective
 Contribution made by the Employer that satisfies the requirements under
 Section 17.7(h). 


	
 

	
 


	
22.157

	
QPSA — Qualified
 Preretirement Survivor Annuity. A QPSA is an annuity
 payable over the life of the surviving spouse that is purchased using 50% of
 the Participant’s vested Account Balance as of the date of death. The
 Employer may modify the 50% QPSA level under Part 11, #41.b. of the Agreement
 [Part 11, #59.b. of the 401(k) Agreement]. See Section 9.3. 


	
 

	
 


	
22.158

	
QPSA Election
 Period. The period during which a Participant (and
 the Participant’s spouse) may waive the QPSA under the Plan. See Section
 9.4(e). 


	
 

	
 


	
22.159

	
Qualified Election.
 An election to waive the QJSA or QPSA under the Plan. See Section 9.4(d). 


	
 

	
 


	
22.160

	
Qualified Transfer.
 A plan-to-plan transfer which meets the requirements under Section 3.3(d). 


	
 

	
 


	
22.161

	
Qualifying Employer
 Real Property. Real property of the Employer which
 meets the requirements under ERISA §407(d)(4). See Section 13.5(b) for
 limitations on the ability of the Plan to invest in Qualifying Employer Real
 Property. 


	
 

	
 


	
22.162

	
Qualifying Employer
 Securities. An Employer security which is stock, a
 marketable obligation, or interest in a publicly traded partnership as
 described in ERISA §407(d)(5). See Section 13.5(b) for limitations on the
 ability of the Plan to invest in Qualifying Employer Securities. 


	
 

	
 


	
22.163

	
Reemployment
 Commencement Date. The first date upon which an
 Employee is credited with an Hour of Service following a Break in Service (or
 Period of Severance, if the Plan is using the Elapsed Time Method of
 crediting service). For purposes of applying the Elapsed Time rules under
 Section 6.5(b), an Hour of Service is limited to an Hour of Service as
 described in Section 22.101(a). 


	
 

	
 


	
22.164

	
Related Employer.
 A Related Employer includes all members of a controlled group of corporations
 (as defined in Code §414(b))‚ all commonly controlled trades or businesses (as
 defined in Code §414(c)) or affiliated service groups (as defined in Code
 §414(m)) of which the adopting Employer is a part, and any other entity
 required to be aggregated with the Employer pursuant to regulations under
 Code §414(o). For purposes of applying the provisions under this Plan, the
 Employer and any Related Employers are treated as a single Employer, unless
 specifically stated otherwise. See Section 11.8 for operating rules that
 apply when the Employer is a member of a Related Employer group. 


	
 

	
 


	
22.165

	
Required
 Aggregation Group. Plans which must be aggregated
 for purposes of determining whether the Plan is a Top-Heavy Plan. See Section
 16.3(f). 


	
 

	
 


	
22.166

	
Required Beginning
 Date. The date by which minimum distributions must
 commence under the Plan. See Section 10.3(a). 


	
 

	
 


	
22.167

	
Reverse QNEC Method.
 A method for allocating QNECs under the Plan. See Section 2.3(e)(2). 


	
 

	
 


	
22.168

	
Rollover
 Contribution Account. The portion of the
 Participant’s Account attributable to a Rollover Contribution from another
 qualified plan or IRA. 


	
 

	
 


	
22.169

	
Rollover Contribution.
 A contribution made by an Employee to the Plan attributable to an Eligible
 Rollover Distribution from another qualified plan or IRA. See Section 8.8(a)
 for the definition of an Eligible Rollover Distribution. 


	
 

	
 


	
22.170

	
Rule of Parity
 Break in Service. A Break in Service rule used to
 determine an Employee’s Participation under the Plan. See Section 1.6(a) for
 the effect of the Rule of Parity Break in Service on eligibility to
 participate under the Plan and see Section 4.6(c) for the application for the
 effect of the Rule of Parity Break in Service Rule on vesting. 


	
 

	
 


	
22.171

	
Safe Harbor 401(k) Plan.
 A 401(k) plan that satisfies the conditions under Section 17.6. 


	
 

	
 


	
22.172

	
Safe Harbor
 Contribution. A contribution authorized under Part
 4E of the 401(k) Agreement that allows the Plan to qualify as a Safe Harbor
 401(k) Plan. A Safe Harbor Contribution may be a Safe Harbor Matching
 Contribution or a Safe Harbor Nonelective Contribution. 


	
 

	
 


	
22.173

	
Safe Harbor
 Matching Contribution Account. The portion of a
 Participant’s Account attributable to Safe Harbor Matching Contributions. 








	
 

	
 


	



	
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22.174

	
Safe Harbor
 Matching Contributions. An Employer Matching
 Contribution that satisfies the requirements under Section 17.6(a)(1)(i). 


	
 

	
 


	
22.175

	
Safe Harbor
 Nonelective Contribution Account. The portion of a
 Participant’s Account attributable to Safe Harbor Nonelective Contributions. 


	
 

	
 


	
22.176

	
Safe Harbor
 Nonelective Contributions. An Employer Nonelective
 Contribution that satisfies the requirements under Section 17.6(a)(1)(ii). 


	
 

	
 


	
22.177

	
Salary Reduction
 Agreement. A Salary Reduction Agreement is a written
 agreement between an Eligible Participant and the Employer, whereby the
 Eligible Participant elects to reduce his/her Included Compensation by a
 specific dollar amount or percentage and the Employer agrees to contribute
 such amount into the 401(k) Plan. A Salary Reduction Agreement may require
 that an election be stated in specific percentage increments (not greater
 than 1% increments) or in specific dollar amount increments (not greater than
 dollar increments that could exceed 1% of Included Compensation). 


	
 

	
 


	
 

	
A Salary Reduction Agreement may not be effective prior to the later
 of: (a) the date the Employee becomes an Eligible Participant; (b) the date
 the Eligible Participant executes the Salary Reduction Agreement; or (c) the
 date the 401(k) plan is adopted or effective. A Salary Reduction Agreement is
 valid even though it is executed by an Employee before he/she actually has
 qualified as an Eligible Participant, so long as the Salary Reduction
 Agreement is not effective before the date the Employee is an Eligible
 Participant. A Salary Reduction Agreement may only apply to Included
 Compensation that becomes currently available to the Employee after the
 effective date of the Salary Reduction Agreement.


	
 

	
 


	
 

	
A Salary Reduction Agreement (or other written procedures) must
 designate a uniform period during which an Employee may change or terminate
 his/her deferral election under the Salary Reduction Agreement. An Eligible
 Participant’s right to change or terminate a Salary Reduction Agreement may
 not be available on a less frequent basis than once per Plan Year.


	
 

	
 


	
22.178

	
Section 401(k) Deferral Account.
 The portion of a Participant’s Account attributable to Section 401(k)
 Deferrals. 


	
 

	
 


	
22.179

	
Section 401(k)
 Deferrals. Amounts contributed to the 401(k) Plan at
 the election of the Participant, in lieu of cash compensation, which are made
 pursuant to a Salary Reduction Agreement or other deferral mechanism, and
 which are not includible in the gross income of the Employee pursuant to Code
 §402(e)(3). Section 401(k) Deferrals do not include any deferrals properly
 distributed as excess Annual Additions pursuant to Section 7.1(c)(2). 


	
 

	
 


	
22.180

	
Self-Employed
 Individual. An individual who has Earned Income (as
 defined in Section 22.58) for the taxable year from the trade or business for
 which the Plan is established, or an individual who would have had Earned
 Income but for the fact that the trade or business had no Net Profits for the
 taxable year. 


	
 

	
 


	
22.181

	
Shareholder-Employee.
 A Shareholder-Employee means an Employee or officer of a subchapter S
 corporation who owns (or is considered as owning within the meaning of Code
 §318(a)(1)), on any day during the taxable year of such corporation, more than
 5% of the outstanding stock of the corporation. 


	
 

	
 


	
22.182

	
Shift-to-Plan-Year
 Method. The Shift-to-Plan-Year Method is a method
 for determining Eligibility Computation Periods, after an Employee’s initial
 computation period. See Section 1.4(c)(1). 


	
 

	
 


	
22.183

	
Short Plan Year.
 Any Plan Year that is less than 12 months long, either because of the
 amendment of the Plan Year, or because the Effective Date of a new Plan is
 less than 12 months prior to the end of the first Plan Year. See Section 11.7
 for the operational rules that apply if the Plan has a Short Plan Year. 


	
 

	
 


	
22.184

	
Social Security
 Retirement Age. An Employee’s retirement age as
 determined under Section 230 of the Social Security Retirement Act See
 Section 2.5(d)(6). 


	
 

	
 


	
22.185

	
Standardized
 Agreement. An Agreement under this Prototype Plan
 that permits the adopting Employer to rely under certain circumstances on the
 Favorable IRS Letter issued to the Prototype Sponsor without the need for the
 Employer to obtain a determination letter. 


	
 

	
 


	
22.186

	
Stated Benefit.
 The amount determined in accordance with the benefit formula selected in Part
 4 of the target benefit plan Agreement, payable annually as a Straight Life
 Annuity commencing at Normal Retirement Age (or current age, if later). See
 Section 2.5(a). 


	
 

	
 


	
22.187

	
Straight Life
 Annuity. An annuity payable in equal installments
 for the life of the Participant that terminates upon the Participant’s death.








	
 

	
 


	



	
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22.188

	
Successor Plan. A
 Successor Plan is any Defined Contribution Plan, other than an ESOP, SEP, or
 SIMPLE-IRA plan, maintained by the Employer which prevents the Employer from
 making a distribution to Participants upon the termination of a 401(k) plan.
 See Section 18.2(b)(2). 


	
 

	
 


	
22.189

	
Taxable Wage Base.
 The maximum amount of wages that are considered for Social Security purposes.
 The Taxable Wage Base is used to determine the Integration Level for purposes
 of applying the Permitted Disparity Method allocation formula under the
 profit sharing or 401(k) plan Agreement (see Section 2.2(b)(2)) or under the
 money purchase plan Agreement (see Section 2.4(c)) or for applying the
 Integrated Benefit Formulas under the target benefit plan Agreement (see Section
 2.5(d)(9)). 


	
 

	
 


	
22.190

	
Testing Compensation.
 The compensation used for purposes of the ADP Test, the ACP Test, and the
 Multiple Use Test See Section 17.7(i). 


	
 

	
 


	
22.191

	
Theoretical Reserve.
 An amount used to determine the Employer Contribution under the target
 benefit plan Agreement See Section 2.5(b)(4). 


	
 

	
 


	
22.192

	
Three Percent Method.
 A method for applying the ADP Test or the ACP Test for a new 401(k) Plan. See
 Section 17.2(b) for a discussion of the ADP Test for new plans and Section
 17.3(b) for a discussion of the ACP Test for new plans. 


	
 

	
 


	
22.193

	
Top-Paid Group.
 The top 20% of Employees ranked by Total Compensation for purposes of
 applying the Top-Paid Group Test See Section 22.99(b)(4). 


	
 

	
 


	
22.194

	
Top-Paid Group Test.
 An optional test the Employer may apply when determining its Highly
 Compensated Employees. See Section 22.99(a)(2). 


	
 

	
 


	
22.195

	
Top-Heavy Plan. A
 Plan that satisfies the conditions under Section 16.3(g). A Top-Heavy Plan
 must provide special accelerated vesting and minimum benefits to Non-Key
 Employees. See Section 16.2. 


	
 

	
 


	
22.196

	
Top-Heavy Ratio.
 The ratio used to determine whether the Plan is a Top-Heavy Plan. See Section
 16.3(h). 


	
 

	
 


	
22.197

	
Total Compensation.
 Total Compensation is used to apply the Annual Additions Limitation under
 Section 7.1 and to determine the top-heavy minimum contribution under Section
 16.2 (a). Total Compensation is either W-2 Wages, Withholding Wages, or Code
 §415 Safe Harbor Compensation, as designated under Part 3 of the Agreement.
 For a Self-Employed Individual, each definition of Total Compensation means
 Earned Income. Except as otherwise provided under Sections 7.4(g)(4) and
 16.3(i), each definition of Total Compensation (including Earned Income for
 Self-Employed Individuals) is increased to include Elective Deferrals (as
 defined in Section 22.61) and elective contributions to a cafeteria plan
 under Code §125 or to an eligible deferred compensation plan under Code §457.
 For years beginning on or after January 1, 2001, each definition of Total Compensation
 also is increased to include elective contributions that are not includible
 in an Employee’s gross income as a qualified transportation fringe under Code§ 132(f)(4). The Employer may elect an earlier effective date under Appendix
 B-3.c. of the Agreement. 


	
 

	
 


	
 

	
Unless
 modified under the Agreement, Total Compensation does not include amounts
 paid to an individual as severance pay to the extent such amounts are paid
 after the common-law employment relationship between the individual and the
 Employer has terminated. The Employer may modify the definition of Total
 Compensation under Part 13, #51.b. or c. of the Agreement [Part 13, #69.b. or
 c. of the 401(k) Agreement]. The Employer may elect under #51.b. or #69.b.,
 as applicable, to modify the definition of Total Compensation to include
 imputed compensation of Disabled Employees as permitted under Section
 7.4(g)(3) of this BPD. Additional modifications may be made under #51.c. or
 #69.c., as applicable. Any modification to the definition of Total Compensation
 must be consistent with the definition of compensation under Treas. Reg.
 §1.415-2(d).


	
 

	
 


	
 

	
 


	
 

	
(a)

	
W-2 Wages.
 Wages within the meaning of Code §3401(a) and all other payments of
compensation to an Employee by the Employer (in the course of the Employer’s
trade or business) for which the Employer is required to furnish the Employee
a written statement under Code §6041(d), 6051(a)(3), and 6052, determined
without regard to any rules under Code §3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed.  


	
 

	
 

	
 


	
 

	
(b)

	
Withholding Wages. Wages within the meaning
 of Code §3401(a) for the purposes of income tax withholding at the source but
 determined without regard to any rules that limit the remuneration included
 in wages based on the nature or location of the employment or the services
 performed. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Code §415 Safe Harbor Compensation. A
 Participant’s wages, salaries, fees for professional services and other
 amounts received for personal services actually rendered in the course of
 employment with the Employer (without regard to whether or not such amounts
 are paid in cash) to the extent that the amounts are includible in gross
 income. Such amounts include, but are not limited to, commissions,
 compensation for services on the basis of a percentage of profits, tips,
 bonuses, fringe benefits, and reimbursements or other 








	
 

	
 


	



	
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expense
 allowances under a nonaccountable plan (as described in Treas. Reg.
 §1.62-2(c)), and excluding the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
(1) 

	
Employer
 contributions to a plan of deferred compensation which are not includible in
 the Employee’s
 gross income for the taxable year in which contributed, or Employer
 contributions (other than Elective Deferrals) under a SEP (as described in
 Code §408(k)), or any distributions from a plan of deferred compensation. For
 this purpose, Employer contributions to a plan of deferred compensation do
 not include Elective Deferrals (as defined in Section 22.61), elective
 contributions to a cafeteria plan under Code §125 or a deferred compensation
 plan under Code §457 and, for years beginning on or after January 1, 2001,
 qualified transportation fringes under Code §132(f)(4). The Employer may
 elect an earlier effective date for qualified transportation fringes under
 Appendix B-3.c. of the Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2) 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(3) 

	
Amounts
 realized from the sale, exchange or other disposition of stock acquired under
 a qualified stock option. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4) 

	
Other
 amounts which received special tax benefits, or contributions made by the
 Employer (other than Elective Deferrals) towards the purchase of an annuity
 contract described in Code §403(b) (whether or not the contributions are
 actually excludable from the gross income of the Employee). 


	
 

	
 

	
 

	
 


	
22.198

	
Transfer Account.
 The portion of a Participant’s Account attributable to a direct transfer of
 assets or liabilities from another qualified retirement plan. See Section 3.3
 for the rules regarding the acceptance of a transfer of assets under this
 Plan. 


	
 

	
 


	
22.199

	
Trust. The
 Trust is the separate funding vehicle under the Plan. 


	
 

	
 


	
22.200

	
Trustee. The
 Trustee is the person or persons (or any successor to such person or persons)
 named in the Trustee Declaration under the Agreement. The Trustee may be a
 Discretionary Trustee or a Directed Trustee. See Article 12 for the rights
 and duties of a Trustee under this Plan. 


	
 

	
 


	
22.201

	
Two-Step Formula.
 A method of allocating certain Employer Contributions under the Permitted
 Disparity Method. See Section 2.2(b)(2)(i). 


	
 

	
 


	
22.202

	
Union Employee. An
 Employee who is included in a unit of Employees covered by a collective
 bargaining agreement between the Employer and Employee representatives and
 whose retirement benefits are subject to good faith bargaining. For this
 purpose, an Employee will not be considered a Union Employee for a Plan Year
 if more than two percent of the Employees who are covered pursuant to the
 collective bargaining agreement are professionals as defined in section
 1.410(b)-9 of the regulations. For this purpose, the term “Employee
 representatives” does not include any organization more than half of whose
 members are Employees who are owners, officers, or executives of the
 Employer. 


	
 

	
 


	
22.203

	
Unit Benefit. A
 Nonintegrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation multiplied by the Participant’s projected Years of
 Participation with the Employer. See Section 2.5(c)(1)(ii). 


	
 

	
 


	
22.204

	
Unit Excess Benefit.
 An Integrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation plus a specified percentage of Excess Compensation
 multiplied by the Participant’s projected Years of Participation. See Section
 2.5(c)(2)(ii). 


	
 

	
 


	
22.205

	
Unit Offset Benefit.
 An Integrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation offset by a specified percentage of Offset
 Compensation multiplied by the Participant’s projected Years of
 Participation. See Section 2.5(c)(2)(iv). 


	
 

	
 


	
22.206

	
Valuation Date.
 The date or dates selected under Part 12 of the Agreement upon which Plan
 assets are valued. If the Employer does not select a Valuation Date under
 Part 12, Plan assets will be valued as of the last day of each Plan Year.
 Notwithstanding any election under Part 12 of the Agreement, the Trustee and
 Plan Administrator may agree to value the Trust on a more frequent basis,
 and/or to perform an interim valuation of the Trust. See Sections 12.6 and
 13.2. 


	
 

	
 


	
22.207

	
Vesting Computation Period.
 The 12-consecutive month period used for measuring whether an Employee
 completes a Year of Service for vesting purposes. See Section 4.4. 








	
 

	
 


	



	
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22.208

	
W-2 Wages. An
 optional definition of Total Compensation which the Employer may select under
 Part 3, #9.a. of the Agreement. See Section 22. 197(a) for the definition
 of W-2 Wages. 


	
 

	
 


	
22.209

	
Withholding Wages.
 An optional definition of Total Compensation which the Employer may select under
 Part 3, #9.b. of the Agreement. See Section 22.197(b) for the definition of
 Withholding Wages. 


	
 

	
 


	
22.210

	
Year of Participation.
 Years of Participation are used to determine a Participant’s Stated Benefit
 under the target benefit plan Agreement. See Section 2.5(d)(10). 


	
 

	
 


	
22.211

	
Year of Service.
 An Employee’s Years of Service are used to apply the eligibility and vesting
 rules under the Plan. Unless elected otherwise under Part 7 of the Agreement,
 an Employee will earn a Year of Service for purposes of applying the
 eligibility rules if the Employee completes 1,000 Hours of Service with the
 Employer during an Eligibility Computation Period. (See Section 1.4(b).)
 Unless elected otherwise under Part 7 of the Agreement, an Employee will earn
 a Year of Service for purposes of applying the vesting rules if the Employee
 completes 1,000 Hours of Service with the Employer during a Vesting
 Computation Period. (See Section 4.5.)








	
 

	
 


	




	
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AMENDMENT
TO

DEFINED CONTRIBUTION PLAN AND TRUST


          The
following amendments are effective with respect to Employers adopting this
prototype plan on or after July 1, 2002: 


	
 

	
 

	
 


	
1.

	
The first
 paragraph of Section 12.4 is amended in its entirety to read as follows: 


	
 

	
 


	
 

	
12.4

	
Trustee’s Responsibility Regarding
 Investment of Plan Assets. In addition to the
 powers, rights and duties enumerated under this Section, the Trustee has
 whatever powers are necessary to carry out its duties in a prudent manner.
 The Trustee’s powers, rights and duties may be supplemented or limited by a
 separate trust agreement, investment policy, funding agreement, or other
 binding document entered into between the Trustee and the Plan Administrator
 which designates the Trustee’s responsibilities with respect to the Plan. A
 separate trust agreement must be approved by the Internal Revenue Service for
 use with this Plan, must be consistent with the terms of this Plan and must
 comply with all qualification requirements under the Code and regulations. To
 the extent the exercise of any power, right or duty is subject to discretion,
 such exercise by a Directed Trustee must be made at the direction of the Plan
 Administrator, the Employer, an Investment Manager, a Named Fiduciary, or Plan
 Participant. 


	
 

	
 

	
 


	
2.

	
Section 12.5
 is amended in its entirety to read as follows: 


	
 

	
 


	
 

	
12.5

	
More than One Person as Trustee.
 If the Plan has more than one person acting as Trustee, the Trustees may
 allocate the Trustee responsibilities by mutual agreement and Trustee
 decisions will be made by a majority vote (unless otherwise agreed to by the
 Trustees) or as otherwise provided in a separate trust agreement (that has
 been approved by the Internal Revenue Service for use with this Plan) or
 other binding document. 


	
 

	
 

	
 





          Pursuant
to Section 18.1(a) of the Plan, the mass submitter of the Prototype Plan has
made this amendment (as evidenced by the submission of the amendment to the
Internal Revenue Service for inclusion with the mass submitter Prototype Plan)
on behalf of minor modifier Prototype Sponsors that received opinion letters
prior to March 1, 2002, and all identical Prototype Sponsors of the mass
submitter Prototype Plan.