exv4w1



 




EXHIBIT 4.1



BEAGLE HOLDINGS, INC. EMPLOYEE OWNERSHIP, SAVINGS

AND INVESTMENT PLAN



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Amended and Restated as of May 31, 2002



 







 





BEAGLE HOLDINGS, INC. EMPLOYEE OWNERSHIP, SAVINGS AND

INVESTMENT PLAN



Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	ARTICLE I ADOPTION OF THE PLAN	 	 	1	 
	
	
	
	

	 	1.1	 	 	Establishment
	 	 	1	 
	
	
	
	

	 	1.2	 	 	Trust
	 	 	2	 
	
	
	
	

	 	1.3	 	 	Effective Date
	 	 	2	 
	
	
	
	

	 	1.4	 	 	Adoption of Plan
	 	 	2	 
	
	
	
	

	 	1.5	 	 	Withdrawal of Adopting Employer
	 	 	2	 
	
	
	
	

	ARTICLE II DEFINITIONS	 	 	3	 
	
	
	
	

	 	2.1	 	 	Account
	 	 	3	 
	
	
	
	

	 	2.2	 	 	Acquisition Loan
	 	 	4	 
	
	
	
	

	 	2.3	 	 	ESOP Committee
	 	 	5	 
	
	
	
	

	 	2.4	 	 	Adopting Employers
	 	 	5	 
	
	
	
	

	 	2.5	 	 	Affiliate
	 	 	5	 
	
	
	
	

	 	2.6	 	 	Allocation Date
	 	 	5	 
	
	
	
	

	 	2.7	 	 	Authorized Leave of Absence
	 	 	5	 
	
	
	
	

	 	2.8	 	 	Beneficiary
	 	 	6	 
	
	
	
	

	 	2.9	 	 	Board of Directors
	 	 	6	 
	
	
	
	

	 	2.10	 	 	Closing Date
	 	 	6	 
	
	
	
	

	 	2.11	 	 	Code
	 	 	6	 
	
	
	
	

	 	2.12	 	 	Common Stock
	 	 	6	 
	
	
	
	

	 	2.13	 	 	Company
	 	 	6	 
	
	
	
	

	 	2.14	 	 	Compensation
	 	 	6	 
	
	
	
	

	 	2.15	 	 	Current Market Value
	 	 	8	 
	
	
	
	

	 	2.16	 	 	Disability
	 	 	9	 
	
	
	
	

	 	2.17	 	 	Effective Date
	 	 	9	 
	
	
	
	

	 	2.18	 	 	Elective Deferral
	 	 	9	 
	
	
	
	

	 	2.19	 	 	Eligible Employee
	 	 	10	 
	
	
	
	

	 	2.20	 	 	Employee
	 	 	10	 
	
	
	
	

	 	2.21	 	 	Employer
	 	 	11	 
	
	
	
	

	 	2.22	 	 	Employment Commencement Date
	 	 	11	 
	
	
	
	

	 	2.23	 	 	ERISA
	 	 	11	 
	
	
	
	

	 	2.24	 	 	ESOP Accounts
	 	 	11	 
	
	
	
	

	 	2.25	 	 	ESOP Component
	 	 	12	 
	
	
	
	

	 	2.26	 	 	ESOP Elective Deferral Account
	 	 	12	 
	
	
	
	

	 	2.27	 	 	ESOP Matching Account
	 	 	12	 
	
	
	
	

	 	2.28	 	 	ESOP Profit Sharing Account
	 	 	12	 
	
	
	
	

	 	2.29	 	 	ESOP Rollover Account
	 	 	12	 



-i-







 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	
	
	
	

	 	2.30	 	 	Fiduciary
	 	 	12	 
	
	
	
	

	 	2.31	 	 	Financed Shares
	 	 	13	 
	
	
	
	

	 	2.32	 	 	Fiscal Year
	 	 	13	 
	
	
	
	

	 	2.33	 	 	Former IIT Research Institute Employee
	 	 	13	 
	
	
	
	

	 	2.34	 	 	Highly Compensated Employee
	 	 	13	 
	
	
	
	

	 	2.35	 	 	Hour of Service
	 	 	14	 
	
	
	
	

	 	2.36	 	 	IIT Research Institute
	 	 	14	 
	
	
	
	

	 	2.37	 	 	Leased Employee
	 	 	14	 
	
	
	
	

	 	2.38	 	 	Matching Contributions
	 	 	15	 
	
	
	
	

	 	2.39	 	 	Non ESOP Accounts
	 	 	15	 
	
	
	
	

	 	2.40	 	 	Non ESOP Component
	 	 	15	 
	
	
	
	

	 	2.41	 	 	Non ESOP Elective Deferral Account
	 	 	15	 
	
	
	
	

	 	2.42	 	 	Non ESOP Matching Account
	 	 	15	 
	
	
	
	

	 	2.43	 	 	Non ESOP Profit Sharing Account
	 	 	15	 
	
	
	
	

	 	2.44	 	 	Non ESOP Rollover Account
	 	 	16	 
	
	
	
	

	 	2.45	 	 	Normal Retirement Age
	 	 	16	 
	
	
	
	

	 	2.46	 	 	Participant
	 	 	16	 
	
	
	
	

	 	2.47	 	 	Pay Period
	 	 	16	 
	
	
	
	

	 	2.48	 	 	Period of Participation
	 	 	16	 
	
	
	
	

	 	2.49	 	 	Period of Service
	 	 	16	 
	
	
	
	

	 	2.50	 	 	Period of Severance
	 	 	17	 
	
	
	
	

	 	2.51	 	 	Plan
	 	 	17	 
	
	
	
	

	 	2.52	 	 	Plan Year
	 	 	17	 
	
	
	
	

	 	2.53	 	 	Profit Sharing Contributions
	 	 	17	 
	
	
	
	

	 	2.54	 	 	Qualified Military Service
	 	 	17	 
	
	
	
	

	 	2.55	 	 	Qualified Nonelective Contributions
	 	 	18	 
	
	
	
	

	 	2.56	 	 	Qualified Nonelective Contribution Account
	 	 	18	 
	
	
	
	

	 	2.57	 	 	Recordkeeper
	 	 	18	 
	
	
	
	

	 	2.58	 	 	Reemployment Commencement Date
	 	 	18	 
	
	
	
	

	 	2.59	 	 	Retirement
	 	 	18	 
	
	
	
	

	 	2.60	 	 	Rollover Contributions
	 	 	18	 
	
	
	
	

	 	2.61	 	 	Severance from Service
	 	 	19	 
	
	
	
	

	 	2.62	 	 	Severance from Service Date
	 	 	19	 
	
	
	
	

	 	2.63	 	 	Surviving Spouse
	 	 	20	 
	
	
	
	

	 	2.64	 	 	Trade Day
	 	 	20	 
	
	
	
	

	 	2.65	 	 	Trust
	 	 	20	 
	
	
	
	

	 	2.66	 	 	Trustee
	 	 	20	 
	
	
	
	

	 	2.67	 	 	Trust Fund
	 	 	20	 
	
	
	
	

	 	2.68	 	 	United States-Based Payroll
	 	 	21	 
	
	
	
	

	 	2.69	 	 	Valuation Date
	 	 	21	 



-ii-







 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	
	
	
	

	ARTICLE III ELIGIBILITY	 	 	21	 
	
	
	
	

	 	3.1	 	 	Eligibility Requirements
	 	 	21	 
	
	
	
	

	 	3.2	 	 	Procedure for Joining the Plan
	 	 	22	 
	
	
	
	

	 	3.3	 	 	Transfer Between Adopting Employers to Position Covered by Plan
	 	 	22	 
	
	
	
	

	 	3.4	 	 	Transfer to Position Not Covered by Plan
	 	 	22	 
	
	
	
	

	 	3.5	 	 	Transfer to Position Covered by Plan
	 	 	23	 
	
	
	
	

	 	3.6	 	 	Treatment of Qualified Military Service
	 	 	23	 
	
	
	
	

	ARTICLE IV CONTRIBUTIONS	 	 	23	 
	
	
	
	

	 	4.1	 	 	Elective Deferrals
	 	 	23	 
	
	
	
	

	 	4.2	 	 	Qualified Nonelective Contributions
	 	 	25	 
	
	
	
	

	 	4.3	 	 	Profit Sharing Contributions
	 	 	26	 
	
	
	
	

	 	4.4	 	 	Matching Contributions
	 	 	26	 
	
	
	
	

	 	4.5	 	 	Rollover Contributions
	 	 	27	 
	
	
	
	

	 	4.6	 	 	Direct Transfers
	 	 	29	 
	
	
	
	

	 	4.7	 	 	Refund of Contributions to the Adopting Employers
	 	 	30	 
	
	
	
	

	 	4.8	 	 	Payment
	 	 	31	 
	
	
	
	

	 	4.9	 	 	Limits for Highly Compensated Employees
	 	 	31	 
	
	
	
	

	 	4.10	 	 	Correction of Excess Contributions
	 	 	36	 
	
	
	
	

	 	4.11	 	 	Correction of Excess Deferrals
	 	 	41	 
	
	
	
	

	 	4.12	 	 	Correction of Excess Aggregate Contributions
	 	 	43	 
	
	
	
	

	 	4.13	 	 	Correction of Multiple Use
	 	 	47	 
	
	
	
	

	ARTICLE V INVESTMENT OF ACCOUNTS	 	 	47	 
	
	
	
	

	 	5.1	 	 	Election of Investment Funds
	 	 	47	 
	
	
	
	

	 	5.2	 	 	Diversification
	 	 	50	 
	
	
	
	

	 	5.3	 	 	Change in Investment Allocation of Future Deferrals
	 	 	51	 
	
	
	
	

	 	5.4	 	 	Transfer of Account Balances Between Investment Funds
	 	 	52	 
	
	
	
	

	 	5.5	 	 	Ownership Status of Funds
	 	 	52	 
	
	
	
	

	 	5.6	 	 	Allocation of Earnings
	 	 	52	 
	
	
	
	

	 	5.7	 	 	Acquisition Loans
	 	 	54	 
	
	
	
	

	 	5.8	 	 	Acquisition Loan Payments
	 	 	55	 
	
	
	
	

	 	5.9	 	 	Sales of Common Stock
	 	 	55	 
	
	
	
	

	 	5.10	 	 	Allocations of Financed Shares
	 	 	56	 
	
	
	
	

	 	5.11	 	 	Allocation of Dividends and Distributions on Common Stock
	 	 	58	 
	
	
	
	

	 	5.12	 	 	Nonallocation
	 	 	58	 
	
	
	
	

	ARTICLE VI VOTING AND TENDERING OF STOCK	 	 	59	 
	
	
	
	

	 	6.1	 	 	Voting of Common Stock
	 	 	59	 
	
	
	
	

	 	6.2	 	 	Tendering of Common Stock
	 	 	60	 



-iii-







 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	
	
	
	

	ARTICLE VII VESTING	 	 	61	 
	
	
	
	

	 	7.1	 	 	Elective Deferral, Rollover Contribution, Qualified
Nonelective Contribution and Matching Contribution Accounts
	 	 	61	 
	
	
	
	

	 	7.2	 	 	Profit Sharing Contribution Accounts
	 	 	61	 
	
	
	
	

	 	7.3	 	 	Forfeitures
	 	 	62	 
	
	
	
	

	 	7.4	 	 	Break in Service Rules
	 	 	62	 
	
	
	
	

	ARTICLE VIII IN-SERVICE WITHDRAWALS	 	 	63	 
	
	
	
	

	 	8.1	 	 	Elective Deferrals and Qualified Nonelective Contributions
	 	 	63	 
	
	
	
	

	 	8.2	 	 	Rollover Contributions
	 	 	65	 
	
	
	
	

	 	8.3	 	 	General Terms and Conditions
	 	 	65	 
	
	
	
	

	ARTICLE IX DISTRIBUTION OF BENEFITS	 	 	67	 
	
	
	
	

	 	9.1	 	 	General
	 	 	67	 
	
	
	
	

	 	9.2	 	 	Commencement of Benefits
	 	 	67	 
	
	
	
	

	 	9.3	 	 	Form of Distribution
	 	 	70	 
	
	
	
	

	 	9.4	 	 	Determination of Amount of Distribution
	 	 	71	 
	
	
	
	

	 	9.5	 	 	Direct Rollovers
	 	 	71	 
	
	
	
	

	 	9.6	 	 	Notice and Payment Elections
	 	 	74	 
	
	
	
	

	 	9.7	 	 	Qualified Domestic Relations Orders
	 	 	74	 
	
	
	
	

	 	9.8	 	 	Designation of Beneficiary
	 	 	78	 
	
	
	
	

	 	9.9	 	 	Lost Participant or Beneficiary
	 	 	79	 
	
	
	
	

	 	9.10	 	 	Payments to Incompetents
	 	 	80	 
	
	
	
	

	 	9.11	 	 	Offsets
	 	 	80	 
	
	
	
	

	 	9.12	 	 	Income Tax Withholding
	 	 	80	 
	
	
	
	

	 	9.13	 	 	Common Stock Dividend Distributions
	 	 	80	 
	
	
	
	

	 	9.14	 	 	Distributions
	 	 	81	 
	
	
	
	

	 	9.15	 	 	Rights, Options and Restrictions on Common Stock
	 	 	82	 
	
	
	
	

	 	9.16	 	 	Price Protection
	 	 	84	 
	
	
	
	

	ARTICLE X LOANS	 	 	85	 
	
	
	
	

	 	10.1	 	 	Availability of Loans
	 	 	85	 
	
	
	
	

	 	10.2	 	 	Minimum Amount of Loan
	 	 	85	 
	
	
	
	

	 	10.3	 	 	Maximum Amount of Loan
	 	 	85	 
	
	
	
	

	 	10.4	 	 	Effective Date of Loans
	 	 	86	 
	
	
	
	

	 	10.5	 	 	Repayment Schedule
	 	 	86	 
	
	
	
	

	 	10.6	 	 	Limit on Number of Loans
	 	 	86	 
	
	
	
	

	 	10.7	 	 	Interest Rate
	 	 	87	 
	
	
	
	

	 	10.8	 	 	Effect Upon Participant’s Account
	 	 	87	 
	
	
	
	

	 	10.9	 	 	Effect of Severance From Service and Nonpayment
	 	 	87	 



-iv-







 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	
	
	
	

	ARTICLE XI CONTRIBUTION AND BENEFIT LIMITATIONS	 	 	88	 
	
	
	
	

	 	11.1	 	 	Contribution Limits
	 	 	88	 
	
	
	
	

	 	11.2	 	 	Annual Adjustments to Limits
	 	 	89	 
	
	
	
	

	 	11.3	 	 	Excess Amounts
	 	 	89	 
	
	
	
	

	ARTICLE XII TOP-HEAVY RULES	 	 	91	 
	
	
	
	

	 	12.1	 	 	General
	 	 	91	 
	
	
	
	

	 	12.2	 	 	Vesting
	 	 	91	 
	
	
	
	

	 	12.3	 	 	Minimum Contribution
	 	 	92	 
	
	
	
	

	 	12.4	 	 	Definitions
	 	 	93	 
	
	
	
	

	 	12.5	 	 	Special Rules
	 	 	96	 
	
	
	
	

	ARTICLE XIII THE TRUST FUND	 	 	98	 
	
	
	
	

	 	13.1	 	 	Trust
	 	 	98	 
	
	
	
	

	 	13.2	 	 	Investment of Accounts
	 	 	98	 
	
	
	
	

	 	13.3	 	 	Expenses
	 	 	98	 
	
	
	
	

	ARTICLE XIV ADMINISTRATION OF THE PLAN	 	 	99	 
	
	
	
	

	 	14.1	 	 	General Administration
	 	 	99	 
	
	
	
	

	 	14.2	 	 	Responsibilities of the ESOP Committee
	 	 	99	 
	
	
	
	

	 	14.3	 	 	Liability for Acts of Other Fiduciaries
	 	 	100	 
	
	
	
	

	 	14.4	 	 	Employment by Fiduciaries
	 	 	101	 
	
	
	
	

	 	14.5	 	 	Recordkeeping
	 	 	101	 
	
	
	
	

	 	14.6	 	 	Claims Review Procedure
	 	 	101	 
	
	
	
	

	 	14.7	 	 	Indemnification of Directors and Employees
	 	 	103	 
	
	
	
	

	 	14.8	 	 	Immunity from Liability
	 	 	103	 
	
	
	
	

	ARTICLE XV AMENDMENT OR TERMINATION OF PLAN	 	 	104	 
	
	
	
	

	 	15.1	 	 	Right to Amend or Terminate Plan
	 	 	104	 
	
	
	
	

	 	15.2	 	 	Amendment to Vesting Schedule
	 	 	105	 
	
	
	
	

	 	15.3	 	 	Maintenance of Plan
	 	 	105	 
	
	
	
	

	 	15.4	 	 	Termination of Plan and Trust
	 	 	106	 
	
	
	
	

	 	15.5	 	 	Distribution on Termination
	 	 	106	 
	
	
	
	

	ARTICLE XVI ADDITIONAL PROVISIONS	 	 	108	 
	
	
	
	

	 	16.1	 	 	Effect of Merger, Consolidation or Transfer
	 	 	108	 
	
	
	
	

	 	16.2	 	 	No Assignment
	 	 	108	 
	
	
	
	

	 	16.3	 	 	Limitation of Rights of Employees
	 	 	109	 
	
	
	
	

	 	16.4	 	 	Construction
	 	 	109	 
	
	
	
	

	 	16.5	 	 	Company Determinations
	 	 	110	 
	
	
	
	

	 	16.6	 	 	Continued Qualification
	 	 	110	 



-v-







 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	
	
	
	

	 	16.7	 	 	Governing Law
	 	 	110	 



-vi-







 



BEAGLE HOLDINGS, INC. EMPLOYEE OWNERSHIP,

SAVINGS AND INVESTMENT PLAN



ARTICLE I



Adoption of the Plan



1.1 Establishment.



         (a)  Beagle Holdings, Inc., a corporation organized under the laws of the
state of Delaware, hereby amends and restates the Beagle Holdings, Inc. ESOP
and 401(k) Plan, including renaming this Plan to be the Beagle Holdings, Inc.
Employee Ownership, Savings And Investment Plan (the “Plan”) as of May 31,
2002, which Plan was originally effective December 19, 2001. The Plan includes
two components: (1) a stock bonus plan that constitutes an employee stock
ownership plan within the meaning of section 4975(e)(7) of the Code (“ESOP
Component”), and (2) a profit sharing plan that includes a cash or deferred
arrangement under section 401(k) of the Code (“Non ESOP Component”). The ESOP
Component is designed to invest in the ESOP Accounts; the Non ESOP Component is
designed to invest in the Non ESOP Accounts.


         (b)  The Non ESOP Component is intended to meet the applicable requirements
of Section 401(a) of the Internal Revenue Code of 1986 (the “Code”), including
a cash or deferred arrangement intended to qualify under Section 401(k) of the
Code. The ESOP Component is designed to be invested primarily in stock of the
Company and is intended to meet the applicable requirements of Sections 401(a),
409, and 4975(e)(7) of the Code and Section 407(d)(6) of the Employee
Retirement Income Security Act of 1974 (“ERISA”), which also includes a cash or
deferred arrangement intended to qualify under Section 401(k) of the Code. The
ESOP Component of the Plan is designed to invest primarily in qualifying
employer securities. The terms of the Plan shall be interpreted consistent with
the foregoing.


 







 


1.2 Trust.



         The Trust shall be the sole source of benefits under the Plan and the
Adopting Employers or any Affiliate shall not have any liability for the
adequacy of the benefits provided under the Plan. The Trust may be comprised
of more than one trust, and plan assets may be held by more than one Trustee.


1.3 Effective Date.



         The Plan shall be amended and restated as of May 31, 2002, or such
other dates as may be specifically provided herein or as otherwise required by
law for the Plan to satisfy the requirements of section 401(a) of the Code.
The Plan was originally established December 19, 2001.


1.4 Adoption of Plan.



         With the prior approval of the Board of Directors, or other officer of the
Company to whom authority to approve participation by an entity is delegated by
the Board of Directors, the Plan and Trust may be adopted by any corporation or
other entity (hereinafter referred to as an Adopting Employer). Such adoption
shall be made by the Adopting Employer taking the actions designated by the
ESOP Committee as appropriate to the proper adoption and operation of the Plan
and Trust. In the event of the adoption of the Plan and Trust by an Adopting
Employer, the Plan and Trust shall be interpreted in a manner consistent with
such adoption. The Adopting Employers shall be listed in Exhibit A attached to
this Plan.


1.5 Withdrawal of Adopting Employer.



         (a)  An Adopting Employer’s participation in this Plan may be terminated,
voluntarily or involuntarily, at any time, as provided in this section.


         (b)  An Adopting Employer shall withdraw from the Plan and Trust if the
Plan and Trust, with respect to that Adopting Employer, fail to qualify under
sections 401(a) and 501(a) of the Code (or, in the opinion of the ESOP Committee, they may
fail to so qualify) and the continued sponsorship of that Adopting Employer may


-2-







 


jeopardize the status with respect to the Company or the remaining Adopting
Employers, of the Plan and Trust under sections 401(a) and 501(a) of the Code.
The Adopting Employer shall receive at least thirty (30) days prior written
notice of a withdrawal under this subsection, unless a shorter period is agreed
to.


         (c)  An Adopting Employer may voluntarily withdraw from the Plan and Trust
for any reason. Such withdrawal requires at least thirty (30) days written
notice to the ESOP Committee and the Trustee, unless a shorter period is agreed
to.


         (d)  Upon withdrawal, the Trustee shall segregate the assets attributable
to Employees of the withdrawn Adopting Employer, the amount thereof to be
determined by the ESOP Committee and the Trustee. The segregated assets shall
be held, paid to another trust, distributed or otherwise disposed of as is
appropriate under the circumstances; provided, however, that any transfer shall
be for the exclusive benefit of Participants and their Beneficiaries. A
withdrawal of an Adopting Employer from the Plan is not necessarily a
termination under ARTICLE XIV. If the withdrawal is a termination, then the
provisions of ARTICLE XIV shall also be applicable.


ARTICLE II



Definitions



         The following terms have the meaning specified below unless the context
indicates otherwise:


2.1 Account.



         The entire interest of a Participant in the Trust Fund. A Participant’s
Account shall consist of an ESOP Account and a Non ESOP Account and a Qualified
Nonelective Contribution Account. These Accounts will contain the following
subaccounts:


-3-







 


         (a)  ESOP Account



	 	(1)	 	ESOP Elective Deferral Account
	 
	 	(2)	 	ESOP Matching Account
	 
	 	(3)	 	ESOP Rollover Account
	 
	 	(4)	 	ESOP Profit Sharing Account
	 
	 	(5)	 	ESOP Stock, Cash and Loan Accounts may be established as Subaccounts



         (b)  Non ESOP Account



	 	(1)	 	Elective Deferral Account
	 
	 	(2)	 	Matching Account
	 
	 	(3)	 	Rollover Account
	 
	 	(4)	 	Profit Sharing Account
	 
	 	(5)	 	Non ESOP Loan Account may be established as a Subaccount



The ESOP Committee may set up such additional subaccounts as it deems necessary
for the proper administration of the Plan.


2.2 Acquisition Loan.



         A loan or other extension of credit used by the Trustee to finance the
acquisition of Common Stock, which loan may constitute an extension of credit
to the Trust from a party in interest (as defined in ERISA).


-4-







 


2.3 Adopting Employers.



         Any corporation or other entity (including the Company) that elects to
participate in the Plan on account of some or all of its Employees, provided
that participation in the Plan by such entity is approved by the Board of
Directors, or officer of the Company to whom authority to approve participation
by an entity is delegated by the Board of Directors. The Adopting Employers,
and if applicable, the divisions, operations or similar cohesive groups of the
Adopting Employers that participate in the Plan shall be listed in Exhibit A to
this Plan. If an adopting entity does not participate in the Plan with respect
to all of its Eligible Employees, the term “Adopting Employer” shall include
only those divisions, operations or similar cohesive groups of such entity that
participate in the Plan.


2.4 Affiliate.



         A trade or business that, together with an Adopting Employer, is a member
of (i) a controlled group of corporations within the meaning of section 414(b)
of the Code; (ii) a group of trades or businesses (whether or not incorporated)
under common control as defined in section 414(c) of the Code, or (iii) an
affiliated service group as defined in section 414(m) of the Code, or which is
an entity otherwise required to be aggregated with the Adopting Employer
pursuant to section 414(o) of the Code. For purposes of ARTICLE XI, the
determination of controlled groups of corporations and trades or businesses
under common control shall be made after taking into account the modification
required under section 415(h) of the Code. All such entities, whether or not
incorporated, shall be treated as a single employer to the extent required by
the Code.


2.5 Allocation Date.



         March 31 and September 30 of each Plan Year.


2.6 Authorized Leave of Absence.



         An absence approved by an Adopting Employer on a uniform and
nondiscriminatory basis not exceeding six (6) months for any of the following


-5-







 


reasons: illness of an Employee or a relative, the death of a relative,
education of the Employee, or personal or family business of an extraordinary
nature, provided in each case that the Employee returns to the service of the
Adopting Employer within the time period specified by the Adopting Employer.


2.7 Beneficiary.



         The person or persons (including a trust or trusts) who are entitled to
receive benefits from a deceased Participant’s Account after such Participant’s
death (whether or not such person or persons are expressly so designated by the
Participant).


2.8 Board of Directors.



         The Board of Directors of Beagle Holdings, Inc.


2.9 Closing Date.



         The date upon which the Company or an Affiliate acquires a substantial
portion of the assets of IIT Research Institute.


2.10 Code.



         The Internal Revenue Code of 1986, as amended.


2.11 Common Stock.



         Beagle Holdings, Inc. common stock.


2.12 Company.



         Beagle Holdings, Inc.


2.13 Compensation.



         (a)  (1) Except as otherwise provided herein and in Exhibit A, the total
wages, salaries, and fees for professional services and other amounts received
(without regard to whether or not an amount is paid in cash) for personal
services actually rendered in the course of employment with the Employer to the
extent that the


-6-







 


amounts are includible in gross income, including, but not
limited to (A) commissions paid to salesmen, (B) compensation for services on
the basis of a percentage of profits, (C) taxable fringe benefits, (D)
bonuses, overtime and other extra compensation, (E) reimbursements or other
expense allowances under a nonaccountable plan (as described in Treas. Reg.
section 1.62-2(c)), and (F) amounts described in sections 104(a)(3), 105(h) of
the Code, but only to the extent that these amounts are includible in the gross
income of the Employee.


                  (2) Notwithstanding the foregoing, Compensation shall not include: (A)
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 any distributions from a plan of deferred compensation
(regardless of whether such amounts are includible in the gross income of the
Employee when distributed); (B) amounts realized from the sale, exchange or
other disposition of stock appreciation rights; and (C) other amounts which
received special tax benefits, such as premiums for group-term life insurance
to the extent that the premiums are not includible in the gross income of the
Employee.



                  (3) To the extent not otherwise excluded by subsection (a)(2),
Compensation also shall not include (even if otherwise includible in gross
income): (A) reimbursements or other expense allowances (B) nontaxable fringe
benefits (cash or noncash), (C) moving expenses, (D) deferred compensation
including equity or result based compensation such as Stock Appreciation Rights
(SARs), phantom stock, stock options, warrants or other similar arrangements,
(E) welfare benefits (including severance payments), (F) amounts includable in
the gross income of an Employee upon making the election described in section
83(b) of the Code.



                  (4) In all cases, however, notwithstanding any exclusions above,
Compensation shall include any amount which would otherwise be deemed
Compensation under this subsection 2.13(a) but for the fact that it is deferred
pursuant



-7-







 


to a salary reduction agreement under this Plan or under any plan
described in section 401(k) or 125 of the Code or a qualified transportation
fringe benefit program defined in Section 132(f) of the Code.


         (b)  For Plan Years beginning before January 1, 2002, the Compensation of
each Participant for any year shall not exceed one hundred fifty thousand
dollars ($150,000), as adjusted for increases in the cost-of-living in
accordance with section 401(a)(17)(B) of the Code. For Plan Years beginning
after December 31, 2001, the Compensation of each Participant for any year
shall not exceed two hundred thousand dollars ($200,000), as adjusted for
increases in the cost-of-living in accordance with section 401(a)(17)(B) of the
Code. The cost-of-living adjustment in effect for a calendar year applies to
the Compensation for the Plan Year that begins in such calendar year.


         (c)  Unless otherwise indicated herein, Compensation shall be determined
only on the basis of amounts paid during the Plan Year, including any Plan Year
with a duration of fewer than twelve (12) months.


         (d)  The Compensation of a person who becomes a Participant during the Plan
Year shall only include amounts paid after the date on which such person
commenced participation in the Plan.


2.14 Current Market Value.



         (a)  Except as provided in subsection (b) below, the current market value
of Company Stock for all purposes under the Plan shall be determined by the
Trustee based upon a valuation performed by an independent appraiser, as
defined in section 401(a)(28)(C) of the Code. Current Market Value will
generally be based upon a semiannual appraisal performed as of a Valuation
Date; provided, however, that the ESOP Committee may order interim valuations,
which will be binding as of the relevant date specified therein. Nothing in
this Plan will be construed as requiring


-8-







 


Current Market Value to be determined
as of any date other than a Valuation Date or an interim Valuation Date.


         (b)  Notwithstanding subsection (a) above, for purposes of section 9.15
regarding the Company’s right of first refusal to purchase Common Stock
distributed from the Plan to a Participant or Beneficiary as described in
section 9.15, Current Market Value means the price to purchase the Common Stock
offered by a bona fide, independent purchaser.


2.15 Disability.



         A Participant who is totally and permanently disabled while in the active
service of the Employer. Totally and permanently disabled shall mean the
inability of the Participant by reason of mental or physical impairment to
engage in any substantial gainful activity for the Company which will be
permanent and continuous during the remainder of the Participant’s lifetime.
The determination of Disability shall be made by the ESOP Committee with the
aid of a physician chosen by the ESOP Committee or other competent medical
advice. It shall be based on such evidence as the ESOP Committee
deems necessary to establish Disability or the continuation thereof,
including submitting to a physical examination by a doctor determined by the
ESOP Committee.


2.16 Effective Date.



         The effective date of this of the Plan shall be December 19, 2001, or such
other dates as may be specifically provided herein or as otherwise required by
law for the Plan to satisfy the requirements of section 401(a) of the Code.
The Plan is amended and restated as of May 31, 2002.


2.17 Elective Deferral.



         A voluntary reduction of a Participant’s Compensation in accordance with
section 4.1 hereof that qualifies for treatment under section 402(e)(3) of the
Code. A Participant’s election to make Elective Deferrals may be made only
with respect to an


-9-







 


amount that the Participant could otherwise elect to receive
in cash and that is not currently available to the Participant.


2.18 Eligible Employee.



         A person who is an Employee of an Adopting Employer who:


         (a)  is on a United States-Based Payroll;


         (b)  is not employed in a position or classification within a bargaining
unit which is covered by a collective bargaining agreement with respect to
which retirement benefits were the subject of good faith bargaining (unless
such agreement provides for coverage hereunder of Employees of such unit);


         (c)  is not assigned on the books and records of the Employer to any
division, operation or similar cohesive group of an Adopting Employer that is
excluded from
participation in the Plan by the Board of Directors of the Company, or
officer of the Company to whom such authority is delegated by the Board of
Directors;


         (d)  is not a nonresident alien who receives no earned income (within the
meaning of section 911(d)(2) of the Code) from the Employer which constitutes
income from sources within the United States (within the meaning of section
861(a)(3) of the Code).


         (e)  is not a Leased Employee or any other person who performs services for
an Adopting Employer other than as an Employee.


2.19 Employee.



         Except to the extent otherwise provided herein, any person employed by an
Employer who is expressly so designated as an employee on the books and records
of the Employer and who is treated as such by the Employer for federal
employment tax purposes. Any person who, after the close of a Plan Year, is
retroactively treated by


-10-







 




the Employer or any other party as an employee for
such prior Plan Year shall not, for purposes of the Plan, be considered an
Employee for such prior Plan Year unless expressly so treated as such by the
Employer. The term “Employee” specifically excludes a person who the Employer
considers to be a “contract employee” or “independent contractor” for the
period that the person is considered by the Employer to be a “contract
employee” or “independent contractor” even if the person is later reclassified
as a common law employee by the Internal Revenue Service or a court of law, or
is otherwise reclassified.


2.20 Employer.



         An Adopting Employer and any Affiliate thereof (whether or not such
Affiliate participates in the Plan). The term “Employer” shall be used
throughout this Plan to
designate the respective Employer entities unless the context demands
otherwise. Each entity covering its Employees hereunder shall be deemed to be
such only as to those Participants who are on its payroll, and, in each case
only to the extent of the Compensation it pays to these Participants.


2.21 Employment Commencement Date.



         The date on which an individual first performs an Hour of Service with the
Employer.


2.22 ERISA.



         The Employee Retirement Income Security Act of 1974, as amended.


2.23 ESOP Accounts.



         That portion of a Participant’s Account made up of the ESOP Elective
Deferral Account, ESOP Matching Account, ESOP Profit Sharing Account and ESOP
Rollover Account.


-11-







 


2.24 ESOP Committee.



         The ESOP Committee appointed by the President and CEO of the Company to
administer the Plan in accordance with ARTICLE XIV.


2.25 ESOP Component.



         The portion of the Plan which is a stock bonus plan which constitutes an
employee stock ownership plan within the meaning of section 4975(e)(7) of the
Code.


2.26 ESOP Elective Deferral Account.



         That portion of a Participant’s Account which is attributable to ESOP
Elective Deferrals received pursuant to section 4.1, adjusted for withdrawals
and distributions, and the earnings and losses attributable thereto.


2.27 ESOP Matching Account.



         That portion of a Participant’s Account which is attributable to ESOP
Matching Contributions received pursuant to Section 4.4, adjusted for
withdrawals and distributions, and the earnings and losses attributed thereto.


2.28 ESOP Profit Sharing Account.



         That portion of a Participant’s Account which is attributable to ESOP
Profit Sharing Contributions received pursuant to Section 4.3, adjusted for
withdrawals and distributions, and the earnings and losses attributed thereto.


2.29 ESOP Rollover Account.



         That portion of a Participant’s Account which is attributable to ESOP
Rollover Contributions received pursuant to Section 4.5, adjusted for
withdrawals and distributions, and the earnings and losses attributed thereto.


2.30 Fiduciary.



         Any person who exercises any discretionary authority or discretionary
control over the management of the Plan, or exercises any authority or control
respecting


-12-







 


management or disposition of Plan assets; who renders investment
advice for a fee or other compensation, direct or indirect, as to assets held
under the Plan, or has any authority or discretionary responsibility in the
administration of the Plan. This definition shall be interpreted in accordance
with section 3(21) of ERISA.


2.31 Financed Shares.



         Shares of Common Stock acquired by the Trust with the proceeds of an
Acquisition Loan.


2.32 Fiscal Year.



         The fiscal year of the Company, ending at 11:59 p.m. on the last Friday in
September. Notwithstanding the foregoing, for purposes of the deduction rules
of Code Section 404, Fiscal Year shall be deemed to coincide with the Plan
Year.


2.33 Former IIT Research Institute Employee.



         An Eligible Employee who was an employee of IIT Research Institute and
became an Employee of an Adopting Employer within five years of the Employee’s
termination of employment with IIT Research Institute.


2.34 Highly Compensated Employee.



         (a)  Any Employee who:


                  (1) is a five percent (5%) owner at any time during the Plan Year or the
preceding Plan Year; or



                  (2) for the preceding Plan Year received Compensation in excess of the
amount specified in section 414(q)(1)(B)(i) of the Code; and in accordance with
section 414(q)(1)(B)(ii) of the Code, was a member of the Top Paid Group for
such preceding Plan Year.



         (b)  A former Employee will be treated as a Highly Compensated Employee if
the former Employee was a Highly Compensated Employee at the time of his or her


-13-







 


separation from service or the former Employee was a Highly Compensated
Employee at any time after attaining age fifty-five (55).


         (c)  The dollar amount incorporated under subsection (a)(2) shall be
adjusted as provided in section 414(q)(1) of the Code.


         (d)  This section shall be interpreted in a manner consistent with section
414(q) of the Code and the regulations thereunder and shall be interpreted to
permit any elections permitted by such regulations to be made.


         (e)  The term Top Paid Group for any year includes Employees in the group
of Employees specified in section 414(q)(4) of the Code, which consists of the
top twenty percent (20%) of Employees when ranked on the basis of compensation
paid during such year.


2.35 Hour of Service.



         Any hour for which any person is directly or indirectly paid (or entitled
to payment) by the Employer for the performance of duties as an Employee, as
determined from the appropriate records of the Employer. Hours of Service
shall be computed and credited in accordance with the Department of Labor
regulations under section 2530.200b.


2.36 IIT Research Institute.



         Illinois Institute of Technology Research Institute, an Illinois
corporation, and Human Factors Applications, Inc., a Pennsylvania corporation.


2.37 Leased Employee.



         Any person (other than an Employee) who, pursuant to an agreement between
the Employer and any other person, has performed services for the Employer (or
any related person as provided in section 414(n)(6) of the Code) on a
substantially full-time basis for a period of at least one (1) year and such
services are performed under


-14-







 


primary direction or control of the Employer.
Leased Employees are not eligible to participate in the Plan.


2.38 Matching Contributions.



         Contributions made to the Trust in accordance with section 4.4 hereof.


2.39 Non ESOP Accounts.



         That portion of a Participant’s Account which is made up of the Non ESOP
Elective Deferral Account, the Non ESOP Matching Account, the Non ESOP Profit
Sharing Account and the Non ESOP Rollover Account.


2.40 Non ESOP Component.



         The portion of the Plan which constitutes a profit sharing plan that
includes a cash or deferred arrangement under section 401(k) of the Code.


2.41 Non ESOP Elective Deferral Account.



         That portion of a Participant’s Account which is attributable to Non ESOP
Elective Deferral Contributions received pursuant to Section 4.1, adjusted for
withdrawals and distributions, and the earnings and losses attributable
thereto.


2.42 Non ESOP Matching Account.



         That portion of a Participant’s Account which is attributable to Non ESOP
Matching Contributions received pursuant to Section 4.4, adjusted for
withdrawals and distributions, and the earnings and losses attributable
thereto.


2.43 Non ESOP Profit Sharing Account.



         That portion of a Participant’s Account which is attributable to Non ESOP
Profit Sharing Contributions received pursuant to Section 4.3, adjusted for
withdrawals and distributions, and the earnings and losses attributable
thereto.


-15-







 


2.44 Non ESOP Rollover Account.



         That portion of a Participant’s Account which is attributable to Non ESOP
Rollover Contributions received pursuant to Section 4.5, adjusted for
withdrawals and distributions, and the earnings and losses attributable
thereto.


2.45 Normal Retirement Age.



         The later of Participant’s sixty-fifth (65th) birthday or the
Participant’s fifth anniversary of participation in the Plan.


2.46 Participant.



         An individual who is enrolled in the Plan pursuant to ARTICLE III and has
not received a distribution of all of the funds credited to his or her Account
(or had such funds fully forfeited). In the case of an Eligible Employee who
makes a Rollover Contribution to the Plan under section 4.5(a)(3) prior to
enrollment under ARTICLE III, such Eligible Employee shall, until he or she
enrolls under ARTICLE III, be considered a Participant for the limited purposes
of maintaining and receiving his or her Rollover Contribution Account under the
terms of the Plan.


2.47 Pay Period.



         A period scheduled by an Adopting Employer for payment of wages or salaries.


2.48 Period of Participation.



         That portion of a Period of Service during which an Eligible Employee was
a Participant and had an Account in the Plan.


2.49 Period of Service.



         The period of time beginning on the Employee’s Employment Commencement
Date or Reemployment Commencement Date, whichever is applicable, and ending on
the Employee’s Severance from Service Date. For this purpose, a Former IIT
Research Institute Employee shall receive credit for his or her


-16-







 


period of service
with IIT Research Institute, including any credit for service with a previous
employer to the extent such service was taken into account under a qualified or
other tax-favored retirement plan maintained by IIT Research Institute.


2.50 Period of Severance.



         The period of time beginning on the Employee’s Severance from Service Date
and ending on the Employee’s Reemployment Commencement Date.


2.51 Plan.



         The Beagle Holdings, Inc. Employee Ownership, Savings and Investment Plan,
as amended from time to time.


2.52 Plan Year.



         The annual twelve- (12) month period beginning on October 1 of each year
and ending on September 30 of each year.


2.53 Profit Sharing Contributions.



         Any contribution by the Adopting Employers to the Trust pursuant to
section 4.3.


2.54 Qualified Military Service.



         Any service in the Uniformed Services (as defined in Chapter 43 of Title
38 of the United States Code) by any individual if such individual is entitled
to reemployment rights under such chapter with respect to such service.
Qualified Military Service includes any period of duty on a voluntary or
involuntary basis in the United States Armed Forces, the Army National Guard
and the Air National Guard when engaged in active duty for training, inactive
duty for training or full-time National Guard duty, the commissioned corps of
the Public Health Service and any other category of persons designated by the
President of the United States in time of war or emergency. Such
periods of duty shall include active duty, active duty for training,
initial active duty for training, inactive duty training, full-time National


-17-







 


Guard duty and absence from employment for an examination to determine fitness
for such duty.


2.55 Qualified Nonelective Contributions.



         Any contributions by the Adopting Employers to the Trust pursuant to
section 4.2. Qualified Nonelective Contributions are one hundred percent
(100%) vested when made and are subject to the special distribution
restrictions prescribed in section 9.2(e).


2.56 Qualified Nonelective Contribution Account.



         That portion of a Participant’s Account that is attributable to Qualified
Nonelective Contributions received pursuant to section 4.2, adjusted for
withdrawals and distributions, and the earnings and losses attributable
thereto.


2.57 Recordkeeper.



         The organization or organizations designated by the ESOP Committee to be
the recordkeeper(s) for the Plan.


2.58 Reemployment Commencement Date.



         The first date on which the Employee performs an Hour of Service following
a Period of Severance that is excluded under section 7.4 in determining whether
a Participant has a nonforfeitable right to his or her ESOP or Non ESOP
Contribution Accounts.


2.59 Retirement.



         A termination of employment that occurs after a Participant has attained
Normal Retirement Age.


2.60 Rollover Contributions.



         Amounts transferred or contributed to this Plan from another plan or IRA
in accordance with section 4.5.


-18-







 


2.61 Severance from Service.



         The termination of employment by reason of resignation, Retirement,
discharge, layoff or death; or the failure to return from Authorized Leave of
Absence, Qualified Military Service or Disability.


2.62 Severance from Service Date.



         The earliest of:


         (a)  the date on which an Employee resigns, retires, is discharged, or
dies; or


         (b)  except as provided in paragraphs (c), (d), (e) and (f) hereof, the
first anniversary of the first date of a period during which an Employee is
absent for any reason other than resignation, retirement, discharge or death;
or


         (c)  in the case of a Qualified Military Service leave of absence from
which the Employee does not return before expiration of recall rights,
Severance from Service Date means the first day of absence because of the
leave; or


         (d)  in the case of an absence due to Disability, Severance from Service
Date means the earlier of the first anniversary of the first day of absence
because of the Disability or the date of termination of the Disability; or


         (e)  in the case of an Employee who is discharged or resigns (i) by reason
of the pregnancy of the Employee, (ii) by reason of the birth of a child to 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 such child
for a period beginning immediately following such birth or placement,
“Severance from Service Date”, for the sole purpose of determining the length
of a Period of Service, shall mean the first anniversary of the resignation or
discharge; or


         (f)  in the case of an Employee who is absent from service beyond the first
anniversary of the first day of absence (i) by reason of the pregnancy of the


-19-







 


Employee, (ii) by reason of the birth of a child to 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 such
child for a period beginning immediately following such birth or placement, the
Severance from Service Date shall be the second anniversary of the first day of
such absence. The period between the first and second anniversaries of the
first day of absence is neither a Period of Service nor a Period of Severance.


2.63 Surviving Spouse.



         A person who was legally married to the Participant immediately before the
Participant’s death.


2.64 Trade Day.



         Days on which the Recordkeeper is able to make transfers of Plan assets.


2.65 Trust.



         The Beagle Holdings, Inc. Employee Ownership, Savings and Investment Trust
and any successor agreement made and entered into for the establishment of a
trust fund of all contributions which may be made to the Trustee under the
Plan. The Trust may be held by separate Trustees.


2.66 Trustee.



         The Trustee and any successor trustees under the Trust holding all or part
of the Trust Fund.


2.67 Trust Fund.



         The cash, securities, and other property held by the Trustee for the
purposes of the Plan.


-20-







 


2.68 United States-Based Payroll.



         A payroll maintained by the Company or an Adopting Employer that is
designated as a United States payroll on the books and records of the Company
or Adopting Employer and that is subject to United States wage withholding and
reporting laws.


2.69 Valuation Date.



         Any day that the New York Stock Exchange is open for trading; provided,
however, that the terms Trade Day and Valuation Date shall not be construed to
mean that Common Stock must be newly valued on each of these days. For Common
Stock, the term “Valuation Date” means the semiannual date on which Common
Stock is valued by an Independent Appraiser (which shall generally be as of
March 31 and September 30), and such other interim Valuation Dates as declared
by the ESOP Committee.


ARTICLE III



Eligibility



3.1 Eligibility Requirements.



         An Eligible Employee shall be eligible to make Elective Deferrals and
Rollover Contributions immediately following his or her Employment Commencement
Date (or, if later, the date an Employee becomes an Eligible Employee). An Eligible
Employee shall be eligible for a Matching Contribution, and Profit Sharing
Contribution, if any, on the first day of the month immediately following the
month in which the Eligible Employee completes a Period of Service of twelve
(12)-consecutive months. Notwithstanding the previous sentence, a Former IIT
Research Institute Employee shall be eligible for a Matching Contribution, and
Profit Sharing Contribution, if any, immediately following his or her
Employment Commencement Date.


-21-







 


3.2 Procedure for Joining the Plan.



         Each Eligible Employee may join the Plan by communicating with the
Company’s Director of Human Resources or his or her designee in accordance with
the instructions that will be made available to each Eligible Employee. An
enrollment in the Plan shall not be deemed to have been completed until the
Eligible Employee has designated: (i) a percentage by which his or her
Compensation shall be reduced as an Elective Deferral in accordance with the
requirements of section 4.1; (ii) election of investment funds in accordance
with ARTICLE V; (iii) one or more Beneficiaries; and (iv) such other
information as specified by the Company’s Director of Human Resources or his or
her designee. Enrollment will be effective as of the first Pay Period
following completion of enrollment for which it is administratively feasible to
carry out such enrollment. The ESOP Committee, in its discretion, may from
time to time make exceptions and adjustments in the foregoing procedures on a
uniform and nondiscriminatory basis.


3.3 Transfer Between Adopting Employers to Position Covered by Plan.



         A Participant who is transferred to a position with another Adopting
Employer in which the Participant remains an Eligible Employee will continue as
an active Participant of the Plan.


3.4 Transfer to Position Not Covered by Plan.



         If a Participant is transferred to a position with an Employer in which
the Participant is no longer an Eligible Employee, the Participant will remain
a Participant of the Plan with respect to contributions previously made but
shall no longer be eligible to have Elective Deferrals or any other
contributions made to the Plan on his or her behalf until he or she again
becomes an Eligible Employee. In the event the Participant is subsequently
transferred to a position in which he or she again becomes an Eligible
Employee, the Participant may renew Elective Deferrals by communicating with
the Company’s Director of Human Resources or his or her designee and providing
all of the information requested by such person. The renewal of Elective
Deferrals will be effective as of the first Pay Period following receipt by


-22-







 


the
Company’s Director of Human Resources or his or her designee of the requested
information for which it is administratively feasible to re-enroll such
Participant.


3.5 Transfer to Position Covered by Plan.



         If an Employee who is not eligible to participate in the Plan by reason of
his or her position with an Employer is transferred to a position that is
eligible to participate in the Plan, such Employee may join the plan in
accordance with sections 3.1 and 3.2.


3.6 Treatment of Qualified Military Service.



         Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to Qualified Military Service will be
provided in accordance with section 414(u) of the Code.


ARTICLE IV



Contributions



4.1 Elective Deferrals.



         (a)  Except as otherwise provided herein and in Exhibit A to this Plan, a
Participant may authorize an Adopting Employer to reduce his or her
Compensation on a pre-tax basis by an amount equal to any whole percentage of
Compensation that does not exceed twenty percent (20%) and to have such amount
contributed to the Plan as an Elective Deferral. At such time, the Participant
will designate the percentage (in increments of 1%) to be (i) held for
investment in the Participant’s ESOP Elective Deferral Account in accordance
with Section 5.1(c) and (ii) otherwise invested in the Participants’ Non ESOP
Elective Deferral Account in accordance with Section 5.1(a). A
Participant may elect to defer no more than seven percent (7%) of
Compensation into the Participant's ESOP Elective Deferral Account.


         (b)  A Participant shall not be permitted to make Elective Deferrals during
any calendar year in excess of the dollar limitation contained in section
402(g) of the Code in effect for such calendar year.


-23-







 


         (c)  A Participant may change his or her Elective Deferral percentage to
increase, decrease or discontinue said percentage, or the allocation between
the ESOP and Non ESOP Elective Deferral Accounts by notifying the Company’s
Director of Human Resources or his or her designee, such change to take effect
as of the first Pay Period by which it is administratively feasible to make
such change.


         (d)  A Participant may not make Elective Deferrals with respect to
Compensation that has already been made available to the Participant.


         (e)  With the approval of the Board of Directors, or any officer of the
Company to whom authority to determine contributions is delegated by the Board
of Directors, an Adopting Employer may provide its Eligible Employees with a
cash or deferred election with respect to all or a portion of the Service Contract Act
reconciliation amounts referenced in Section 4.2(b) (“SCA Amounts”). If such
cash or deferred election is provided, an Eligible Employee can elect either
(i) to receive the SCA Amounts in cash as additional taxable compensation, or
(ii) to have the SCA Amounts contributed to the Plan as additional Elective
Deferrals, subject to the limitations otherwise provided under the Plan. If an
Eligible Employee does not make a cash or deferred election within the time
period specified by the ESOP Committee, the SCA Amounts will be paid to the
Eligible Employee in cash as additional taxable compensation.


         (f)  All Employees who are eligible to make elective deferrals under this
Plan and who have attained age 50 before the close of the Plan Year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of sections 402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.


-24-







 


4.2 Qualified Nonelective Contributions.



         (a)  Discretionary Amounts: Each Plan Year the Adopting Employers may
contribute to the Trust such amounts as determined by the Board of Directors or
any officer to whom authority to determine contributions is delegated by the
Board of Directors, in his or her sole discretion. Any amounts contributed
under this subsection are to be designated by the Adopting Employers as
Qualified Nonelective Contributions and shall be allocated in accordance with
sections 4.10(c) and 4.12(c), as applicable.


         (b)  Service Contract Act Reconciliation Amounts: Each Plan Year the
Adopting Employers may contribute to the Trust such amounts as determined by
the Board of Directors or other officer to whom authority to determine contributions is
delegated by the Board of Directors, in his or her sole discretion, consisting
of the entire amount or any part of any deficiency between health and welfare
and/or pension contributions actually made under a contract covered by the
Service Contract Act and the amount of such contribution or contributions
required by a wage determination issued under the contract. Such amount shall
be calculated in accordance with the formula specified in 29 CFR §4.175 as
follows:



	 	 	 	The total amount contributed for a month, calendar or contract
quarter, or other specified time is divided by the total hours
worked under the contract by service employees subject to the Act
during the period in question to determine an hourly contribution
rate.



The difference between the contribution rate required in the determination and
the actual contribution may be contributed to the Plan on behalf of each
Eligible Employee for purposes of fulfilling the Adopting Employers’ fringe
benefit obligations under the Service Contract Act.


-25-







 


4.3 Profit Sharing Contributions.



         The Board of Directors is authorized each year to instruct the Company to
make a discretionary Profit Sharing Contribution. For the first Plan Year, the
Board of Directors has authorized a Profit Sharing Contribution of 2.5% of
Total Compensation. This contribution rate will remain in effect until changed
by resolution of the Board of Directors. The Profit Sharing Contribution
shall be allocated to those eligible Participants in the same ratio as each
such Participant’s Compensation for the Plan Year bears to the Total
Compensation of all such eligible Participants for the Plan Year. The Board of
Directors will designate whether the contribution is to be allocated to the
ESOP Profit Sharing Account or the Non ESOP Profit Sharing Account. The ESOP
Profit Sharing Contribution may be made in cash, Common Stock or a combination
thereof at the discretion of the Board of Directors or any officer of the Company to
whom authority to determine contributions is delegated by the Board of
Directors. To the extent that the Profit Sharing Contribution is made in
Common Stock, such shares shall be transferred to the Trustee of the ESOP
Component of the Plan as of the end of the semi-annual period to which they
relate and shall be based on the Current Market Value of Common Stock as of
that Valuation Date.


4.4 Matching Contributions.



         (a)  Except as otherwise provided in Exhibit A to this Plan, each Adopting
Employer shall make Matching Contributions in the following percentages: (i)
the Company will match one hundred percent (100%) of the first three percent
(3%) of Compensation deferred by a Participant and (ii) the Company will match
fifty percent (50%) of the next two percent (2%). This Matching Contribution
shall be immediately 100% vested (as set forth in Section 7.1); shall be
subject to the distribution limitations described in Section 401(k)(12)(E)(i)
of the Code; and shall be a safe harbor matching contribution as described in
Sections 401(k)(12) and 401(m)(11) of the Code.


-26-







 


         (b)  Except as otherwise provided in Exhibit A to this Plan, the Matching
Contribution shall be made in either (i) cash or (ii) Common Stock or cash that
is invested in Common Stock as determined by the Board of Directors or officer
of the Company to whom the Board of Directors has delegated the authority to
determine contributions under the Plan. To the extent that the matching
contribution is made in Common Stock, such shares shall be transferred to the
Trustee of the ESOP Component of the Plan as of the Valuation Date following
the pay date during which the Elective Contributions to which such Matching
Contributions relate would have been paid, and shall be based on the Current
Market Value of Common Stock as of the Valuation Date as of the end of the
semi-annual period to which the Matching Contributions relate. To the extent
such Matching Contribution is made in Common Stock or cash that is invested
in Common Stock, it shall be allocated to the Participant’s ESOP Matching
Contribution Accounts, and shall remain invested in Common Stock in accordance
with and subject to section 5.1(b). To the extent the Matching Contribution is
made in unrestricted cash, it will be allocated to the Participant’s Non ESOP
Matching Contribution Account.


4.5 Rollover Contributions.



         (a)  Participants may transfer into the Plan Qualifying Rollover Amounts
from other plans or IRAs, subject to the following terms and conditions:


                  (1) the transferred funds are received by the Trustee no later than sixty
(60) days from receipt by the Participant of a distribution from the other plan
or IRA;



                  (2) the Rollover Contributions transferred pursuant to this section 4.5(a)
shall be credited to either the Participant’s ESOP Rollover Contribution
Account or the Participant’s Non ESOP Rollover Account (at the direction of the
Participant and based on the rules and policies of the ESOP Committee) and will
be invested upon receipt by the Trustee; and



-27-







 





                  (3) a Rollover Contribution will not be accepted unless (A) the Employee
on whose behalf the Rollover Contribution will be made is either a Participant
or an Eligible Employee who has notified the ESOP Committee that he or she
intends to become a Participant as of the first date on which he or she is
eligible therefor, and (B) all required information, including selection of
specific investment accounts, is provided to the Recordkeeper.



         (b)  For purposes of this section, the following terms shall have the
meanings specified:


                  (1) Qualifying Rollover Amounts.



(A)  For distributions before January 1, 2002, amounts from the following types
of plans or IRAs:



	 	(i)	 	a
qualified plan described in section
401(a) or 403(a) of the Code, excluding
after-tax employee contributions.
	 
	 	(ii)	 	an IRA,
but only if no amount of the account and
no part of the value of the annuity is
attributable to any source other than a
rollover contribution (as defined in
section 402(c) of the Code, excluding
after-tax employee contributions) from an
employee’s trust described in section
401(a) of the Code which is exempt from
tax under section 501(a) of the Code or
from an annuity described in section
403(a) (and any earnings on such
contribution).



-28-







 






(B)  For distributions after December 31, 2001, amounts from the following types
of plans or IRAs:



	 	(i)	 	a
qualified plan described in section
401(a) or 403(a) of the Code, including
after-tax employee contributions.
	 
	 	(ii)	 	an
annuity contract described in section
403(b) of the Code, excluding after-tax
employee contributions.
	 
	 	(iii)	 	an
eligible plan under section 457(b) of the
Code which is maintained by a state,
political subdivision of a state, or any
agency or instrumentality of a state or
political subdivision of a state.
	 
	 	(iv)	 	an IRA,
but only to the extent that the amount
would have been includible in gross
income of the Participant if the amount
had been distributed to the Participant
and not rolled over to any plan or IRA.
	 
	 	(v)	 	Federal
Civil Service Thrift Plan and other
government plans.



                  (2) IRA. An individual retirement account or annuity under section 408(a)
or (b) of the Code, respectively.



4.6 Direct Transfers.



         (a)  The Plan shall accept a transfer of assets, including elective
transfers in accordance with Treas. Regs. section 1.411(d)-4 Q&A-3(b) and
transfers in connection with a plan merger, directly from another plan
qualified under section


-29-







 


401(a) of the Code only if the ESOP Committee, in its
sole discretion, agrees to accept such a transfer. In determining whether to
accept such a transfer, the ESOP Committee shall consider the administrative
inconvenience engendered by such a transfer and any risks to the continued
qualification of the Plan under section 401(a) of the Code. Acceptance of any
such transfer shall not preclude the ESOP Committee from refusing any such
subsequent transfers.


         (b)  Any transfer of assets accepted under this subsection shall be
separately accounted for at all times and shall remain subject to the
provisions of the transferor plan (as it existed at the time of such transfer)
to the extent required by section 411(d)(6) of the Code (including, but not
limited to, any rights to qualified joint and survivor annuities and qualified
preretirement survivor annuities) as if such provisions were part of the Plan.
In all other respects, however, such transferred assets shall be subject to the
provisions of this Plan. The ESOP Committee may, but is not required to,
describe in Exhibit B to this Plan the special provisions that must be
preserved under section 411(d)(6) of the Code, if any, following the transfer
of assets from another plan in accordance with this subsection (b).


         (c)  Assets accepted under this section shall be nonforfeitable.


4.7 Refund of Contributions to the Adopting Employers.



         Notwithstanding the provisions of ARTICLES XIII and XV, if, or to the
extent that, any Adopting Employer’s deductions for contributions made to the
Plan are disallowed, such Adopting Employer will have the right to obtain the
return of any such contributions for a period of one (1) year from the date of
disallowance. For this purpose, all contributions are made subject to the
condition that they are deductible under the Code for the taxable year of the
Adopting Employers for which the contributions are made. Furthermore, any
contribution made on the basis of a mistake in fact may be returned to the
Adopting Employers within one (1) year from the date such contribution was
made. If the Internal Revenue Service determines that the Plan is not
initially qualified within the meaning of Section 401 of the Code, the


-30-







 


assets
of the Trust Fund attributable to any Adopting Employer’s contributions prior
to such determination shall be returned to such Adopting Employer within twelve
(12) months after such determination, but only if the
application for such qualification is made no later than the due date
(including extensions thereof) of the Adopting Employer’s income tax return for
the taxable year in which the Plan is adopted, or such later date as the
Secretary of the Treasury may prescribe.


4.8 Payment.



         The Adopting Employers shall pay to the Trustee in U.S. currency, or by
other property acceptable to the Trustee, all contributions for each Plan Year
within the time prescribed by law, including extensions granted by the Internal
Revenue Service, for filing the federal income tax return of the Company for
its taxable year in which such Plan Year ends. Unless designated by the
Adopting Employers as nondeductible, all contributions made, shall be deemed to
be conditioned on their current deductibility under section 404 of the Code.


4.9 Limits for Highly Compensated Employees.



         (a)  Elective Deferrals, Matching Contributions and Qualified Nonelective
Contributions allocable to the Accounts of Highly Compensated Employees shall
not in any Plan Year exceed the limits specified in this section. The ESOP
Committee may make the adjustments authorized in this section to ensure that
the limits of subsection (b) (or any other applicable limits) are not exceeded,
regardless of whether such adjustments affect some Participants more than
others. This section shall be administered and interpreted in accordance with
sections 401(k) and 401(m) of the Code.


         (b)  (1) The Actual Deferral Percentage of the Highly Compensated Employees
shall not exceed, in any Plan Year, the greater of:


(A)  one hundred twenty-five percent (125%) of the Actual Deferral Percentage
for all other Eligible Participants; or


-31-







 


(B)  the lesser of two hundred percent (200%) of the Actual Deferral Percentage
for all other Eligible Participants or the Actual Deferral Percentage for the
other Eligible Participants plus two (2) percentage points.


                  (2) The Actual Contribution Percentage of the Highly Compensated Employees
shall not exceed, in any Plan Year, the greater of:



(A)  one hundred twenty five percent (125%) of the Actual Contribution
Percentage for all other Eligible Participants; or


(B)  the lesser of two hundred percent (200%) of the Actual Contribution
Percentage for all other Eligible Participants or the Actual Contribution
Percentage for the other Eligible Participants plus two (2) percentage points.


                  (3) For the Plan Years beginning before January 1, 2002, the sum of the
Actual Deferral Percentage and the Actual Contribution Percentage for the
Highly Compensated Employees shall not exceed, in any Plan Year, the sum of:



(A)  one hundred twenty-five percent (125%) of the greater of:



	 	(i)	 	the
Actual Deferral Percentage of the other
Eligible Participants; or
	 
	 	(ii)	 	the
Actual Contribution Percentage of the
other Eligible Participants; and



(B)  two plus the lesser of:



	 	(i)	 	the
amount in paragraph (3)(A)(i); or
	 
	 	(ii)	 	the
amount in paragraph (3)(A)(ii); provided
that the amount in this paragraph
(3)(B) shall not exceed two hundred
percent (200%) of the lesser of 



-32-







 





	 	 	 	the
amount in paragraph (3)(A)(i) or the
amount in paragraph (3)(A)(ii).



                  (4) The limitations under section 4.9(b)(3) shall be modified to reflect
any higher limitations provided by the Internal Revenue Service under
regulations, notices or other official statements.



         (c)  The following terms shall have the meanings specified:


                  (1) Actual Contribution Percentage. The average of the ratios for a
designated group of Employees (calculated separately for each Employee in the
group) of the sum of the Matching Contributions (other than those treated as
part of the Actual Deferral Percentage), Qualified Nonelective Contributions
(other than those treated as part of the Actual Deferral Percentage), and
Elective Deferrals (other than those treated as part of the Actual Deferral
Percentage) allocated for the applicable year on behalf of the Participant,
divided by the Participant’s Compensation for such applicable year. The
“applicable year” for determining the Actual Contribution Percentage for the
group of Highly Compensated Employees shall be the current Plan Year. For all
other Eligible Participants, the “applicable year” for determining the Actual
Contribution Percentage shall be the immediately preceding Plan Year, unless,
in accordance with the procedures prescribed by the Internal Revenue Service,
the ESOP Committee elects to use the current Plan Year. In the event the ESOP
Committee elects to use the current Plan Year for this purpose for any Plan
Year, the ESOP Committee shall so indicate in Exhibit C to this Plan.



                  (2) Actual Deferral Percentage. The average of the ratios for a
designated group of Employees (calculated separately for each Employee in the
group) of the sum of
the Elective Deferrals, Qualified Nonelective Contributions and Matching
Contributions (that the Company elects to have treated as part of the Actual
Deferral Percentage) allocated for the applicable year on behalf of a
Participant, divided by the Participant’s Compensation for such applicable
year. The “applicable



-33-







 


year” for determining the Actual Deferral Percentage for
the group of Highly Compensated Employees shall be the current Plan Year. For
all other Eligible Participants, the “applicable year” for determining the
Actual Deferral Percentage shall be the immediately preceding Plan Year, unless
in accordance with the procedures prescribed by the Internal Revenue Service,
the ESOP Committee elects to use the current Plan Year. In the event the ESOP
Committee elects to use the current Plan Year for this purpose for any Plan
Year, the ESOP Committee shall so indicate in Exhibit C to this Plan.


                  (3) Compensation. To the extent regulations permit the definition of
Compensation in ARTICLE II to be used, then such definition shall be applied
for purposes of this ARTICLE; provided, however, that to the extent such
definition is not so permitted, then Compensation shall include all
compensation required to be counted under section 414(s) of the Code; provided
further, however, that this definition shall not apply for purposes of the
definition of Highly Compensated Employee in section 2.34.



                  (4) Eligible Participant. Any Employee of an Adopting Employer who is
authorized under the terms of the Plan to make Elective Deferrals, or have
Qualified Nonelective Contributions allocated to his or her Account for the
Plan Year.



                  (5) Elective Deferrals. Elective Deferrals under the Plan will be tested
as if they were all made initially to the Non ESOP Component of the Plan.



         (d)  For purposes of determining whether a plan satisfies the Actual
Contribution Percentage test of section 401(m), all Employee and matching
contributions that are
made under two (2) or more plans that are aggregated for purposes of
section 401(a)(4) and 410(b) (other than section 410(b)(2)(A)(ii)) are to be
treated as made under a single plan and that if two (2) or more plans are


-34-







 


permissively aggregated for purposes of section 401(m), the aggregated plans
must also satisfy section 401(a)(4) and 410(b) as though they were a single
plan.


         (e)  In calculating the Actual Contribution Percentage for purposes of
section 401(m), the actual contribution ratio of a Highly Compensated Employee
will be determined by treating all plans subject to section 401(m) under which
the Highly Compensated Employee is eligible (other than those that may not be
permissively aggregated) as a single plan.


         (f)  For purposes of determining whether a plan satisfies the Actual
Deferral Percentage test of section 401(k), all elective contributions that are
made under two (2) or more plans that are aggregated for purposes of section
401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) are to be treated as
made under a single plan and that if two (2) or more plans are permissively
aggregated for purposes of section 401(k), the aggregated plans must also
satisfy sections 401(a)(4) and 410(b) as though they were a single plan.


         (g)  In calculating the Actual Deferral Percentage for purposes of section
401(k), the actual deferral ratio of a Highly Compensated Employee will be
determined by treating all cash or deferred arrangements under which the Highly
Compensated Employee is eligible (other than those that may not be permissively
aggregated) as a single arrangement.


         (h)  An elective contribution will be taken into account under the Actual
Deferral Percentage test of section 401(k)(3)(A) of the Code for a Plan Year
only if it is allocated to the Employee as of a date within that Plan Year.
For this purpose, an elective
contribution is considered allocated as of a date within a Plan Year if
the allocation is not contingent on participation or performance of services
after such date and the elective contribution is actually paid to the Trust no
later than twelve (12) months after the Plan Year to which the contribution
relates.


-35-







 


         (i)  The Employer Matching Contribution described in Section 4.4 is
designed to meet the safe harbor requirements of Section 401(k)(12) and
401(m)(11) of the Code. Accordingly, the Plan is designed to meet the
nondiscrimination requirements applicable to Elective Contributions and
Employer Matching Contributions for all Participants.


         In addition to the Employer Matching Contribution described in Section
4.4, in order to satisfy the safe harbor requirements of Section 401(k)(12) and
401(m)(11) of the Code, the Employer shall provide each Eligible Participant at
least 30 days, but not more than 90 days, before the beginning of the Plan
Year, a notice of such Participant’s rights and obligations under the Plan.
The notice shall be sufficiently accurate and comprehensive to inform the
Eligible Participant of such rights and obligations and shall be written in a
manner calculated to be understood by the average Eligible Participant.


         For so long as the Plan satisfies the aforesaid safe harbor requirements,
the testing requirements of this Section 4.9 shall not apply.


4.10 Correction of Excess Contributions.



         (a)  Excess Contributions shall be corrected as provided in this section.
The ESOP Committee may also prevent anticipated Excess Contributions as
provided in this section. The ESOP Committee may use any method of correction
or prevention provided in this section or any combination thereof, as it
determines in its sole discretion. This
section shall be administered and interpreted in accordance with sections
401(k) and 401(m) of the Code.


         (b)  The ESOP Committee may refuse to accept any or all prospective
Elective Deferrals to be contributed by a Participant.


-36-







 


         (c)  (1) The Company may, in its sole discretion, elect to contribute, as
provided in section 4.2(a), a Qualified Nonelective Contribution in an amount
necessary to satisfy any or all of the requirements of section 4.9.


                  (2) Qualified Nonelective Contributions that are made for a Plan Year to
correct Excess Contributions shall only be allocated to the Accounts of
Participants who are not Highly Compensated Employees. Such Qualified
Nonelective Contributions shall be allocated first to the Participant with the
lowest Compensation for that Plan Year and any remaining Qualified Nonelective
Contributions thereafter shall be allocated to the Participant with the next
lowest Compensation for that Plan Year. This allocation method shall continue
in ascending order of Compensation until all such Qualified Nonelective
Contributions are allocated. The allocation to any Participant shall not
exceed the limits under section 415 of the Code. If two or more Participants
have identical Compensation, the allocations to them shall be proportional.



                  (3) Qualified Nonelective Contributions for a Plan Year shall be
contributed to the Trust within twelve (12) months after the close of such Plan
Year.



                  (4) Qualified Nonelective Contributions shall only be allocated to
Participants who receive Compensation during the Plan Year for which such
contribution is made.



         (d) The ESOP Committee may, during a Plan Year, distribute to a
Participant (or such Participant’s Beneficiary if the Participant is deceased),
any or all Excess Contributions or Excess Deferrals (whether Elective
Deferrals, Matching Contributions or Qualified Nonelective Contributions)
allocable to that Participant’s Account for that Plan Year, notwithstanding any
contrary provision of the Plan. Such distribution may include earnings or
losses (if any) attributable to such amounts, as determined by the ESOP
Committee.



-37-







 


         (e)  (1) The ESOP Committee may recharacterize any or all Excess
Contributions for a Plan Year as Employee contributions in accordance with the
provisions of this subsection. Any Excess Contributions that are so
recharacterized shall be treated as if the Participant had elected to instead
receive cash Compensation on the earliest date that any Elective Deferrals made
on behalf of the Participant during the Plan Year would have been received had
the Participant originally elected to receive such amount in cash and then
contributed such amount as an Employee contribution. To the extent required by
the Internal Revenue Service, however, such recharacterized Excess
Contributions shall continue to be treated as if such amounts were not
recharacterized.


                  (2) The ESOP Committee shall report any recharacterized Excess
Contributions as Employee contributions to the Internal Revenue Service and to
the affected Participants at such times and in accordance with such procedures
as are required by the Internal Revenue Service. The ESOP Committee shall take
such other actions regarding the amounts so recharacterized as may be required
by the Internal Revenue Service.



                  (3) Excess Contributions may not be recharacterized under this subsection
more than two and one-half (21/2) months after the close of the Plan Year to
which the recharacterization relates. Recharacterization is deemed to occur
when the Participant is so notified (as required by the Internal Revenue
Service).



                  (4) The amount of Excess Contributions to be distributed or
recharacterized shall be reduced by Excess Deferrals previously distributed for
the taxable year ending in the same Plan Year and Excess Deferrals to be
distributed for a taxable year will be reduced by Excess Contributions
previously distributed or recharacterized for the Plan beginning in such
taxable year.



         (f)  (1) The ESOP Committee may distribute any or all Excess Contributions
for a Plan Year in accordance with the provisions of this subsection. Such


-38-







 


distribution may only occur after the close of such Plan Year and within twelve
(12) months of the close of such Plan Year. In the event of the termination of
the Plan, such distribution shall be made within twelve (12) months after such
termination. Such distribution shall include the income allocable to the
amounts so distributed, as determined under this subsection. The ESOP
Committee may make any special allocations of earnings or losses necessary to
carry out the provisions of this subsection. A distribution of an Excess
Contribution under this subsection may be made without regard to any notice or
consent otherwise required pursuant to sections 411(a)(11) and 417 of the Code.


                  (2) (A) The income allocable to Excess Contributions distributed under
this subsection shall equal the allocable gain or loss for the Plan Year.
Income includes all earnings and appreciation, including such items as
interest, dividends, rent, royalties, gains from the sale of property,
appreciation in the value of stock, bonds, annuity and life
insurance contracts, and other property, without regard to whether such
appreciation has been realized.



(B)  The allocable gain or loss for the Plan Year may be determined under any
reasonable method consistently applied by the ESOP Committee. Alternatively,
the ESOP Committee may, in its discretion, determine such allocable gain or
loss for the Plan Year under the method set forth in subparagraph (C).


(C)  Under this method, the allocable gain or loss for the Plan Year is
determined by multiplying the income for the Plan Year allocable to Elective
Deferrals (and amounts treated as Elective Deferrals) by a fraction, the
numerator of which is the Excess Contributions by the Participant for the Plan
Year and the denominator of which is the total Account balance of the
Participant attributable to Elective Deferrals (and amounts treated as Elective
Deferrals) as of the beginning of the Plan Year, increased by any Elective
Deferrals (and amounts treated as Elective Deferrals) by the Participant for
the Plan Year.


-39-







 


                  (3) Amounts distributed under this subsection (or other provisions of this
section) shall first be treated as distributions from the Participant’s
subaccounts in the following order:



(A)  from the Participant’s Elective Deferrals Account (if such Excess
Contribution is attributable to Elective Deferrals);


(B)  from the Participant’s Qualified Nonelective Contribution Account (if such
Excess Contribution is attributable to Qualified Nonelective Contributions);
and


(C)  from the Participant’s Matching Contribution Account (if such Excess
Contribution is attributable to Matching Contributions).


         (g)  (1) The term “Excess Contribution” shall mean, with respect to a Plan
Year, the excess of the Elective Deferrals (including any Qualified Nonelective
Contributions and Matching Contributions that are treated as Elective Deferrals
under sections 401(k)(2) and 401(k)(3) of the Code) on behalf of eligible
Highly Compensated Employees for the Plan Year over the maximum amount of such
contributions permitted under sections 401(k)(2) and 401(k)(3) of the Code.


                  (2) Any distribution of Excess Contributions for a Plan Year shall be made
to Highly Compensated Employees on the basis of the amount of contributions by,
or on behalf of, each such Highly Compensated Employee.



                  (3) The amount of Excess Contributions to be distributed or
recharacterized shall be reduced by Excess Deferrals previously distributed for
the taxable year ending in the same Plan Year and Excess Deferrals to be
distributed for a taxable year will be reduced by Excess Contributions
previously distributed or recharacterized for the Plan beginning in such
taxable year.



-40-







 





4.11 Correction of Excess Deferrals.



         (a)  Excess Deferrals shall be corrected as provided in this section. The
ESOP Committee may also prevent anticipated Excess Deferrals as provided in
this section. The ESOP Committee may use any method of correction or
prevention provided in this section or any combination thereof, as it
determines in its sole discretion. A distribution of an Excess Deferral under
this section may be made without regard to any notice or
consent otherwise required pursuant to sections 411(a)(11) and 417 of the
Code. This section shall be administered and interpreted in accordance with
sections 401(k) and 402(g) of the Code.


         (b)  The ESOP Committee may refuse to accept any or all prospective
Elective Deferrals to be contributed by a Participant.


         (c)  (1) The ESOP Committee may distribute any or all Excess Deferrals to
the Participant on whose behalf such Excess Deferrals were made before the
close of the Applicable Taxable Year. Distributions under this subsection
include income allocable to the Excess Distribution so distributed, as
determined under this subsection.


                  (2) Distribution under this subsection shall only be made if all the
following conditions are satisfied:



(A)  the Participant seeking the distribution designates the distribution as an
Excess Deferral;


(B)  the distribution is made after the date the Excess Deferral is received by
the Plan; and


(C)  the Plan designates the distribution as a distribution of an Excess
Deferral.


                  (3) The income allocable to the Excess Deferral distributed under this
subsection shall be determined in the same manner as under subsection (d)(3),
except



-41-







 


that income shall only be determined for the period from the beginning
of the Applicable Taxable Year to the date on which the distribution is made.


         (d)  (1) The ESOP Committee may distribute any or all Excess Deferrals to
the Participant on whose behalf such Excess Deferrals were made after the close
of the Applicable Taxable Year. Distribution under this subsection shall only
be made if the Participant timely provides the notice required under subsection
(d)(2) and such distribution is made after the Applicable Taxable Year and
before the first April 15 following the close of the Applicable Taxable Year.
Distributions under this subsection shall include income allocable to the
Excess Deferrals so distributed, as determined under this subsection.


                  (2) Any Participant seeking a distribution of an Excess Deferral in
accordance with this subsection must notify the ESOP Committee of such request
no later than the first March 15 following the close of the Applicable Taxable
Year. The ESOP Committee may agree to accept notification received after such
date (but before the first April 15 following the close of the Applicable
Taxable Year) if it determines that it would still be administratively
practicable to make such distribution in view of the delayed notification. The
notification required by this subsection shall be deemed made if a
Participant’s Elective Deferrals to the Plan in any Plan Year create an Excess
Deferral.



                  (3) The income allocable to the Excess Deferral distributed under this
subsection shall be determined in the same manner as under section 4.12(f)(2),
except that the term “Excess Deferrals” shall be substituted for “Excess
Contributions” and the term “Applicable Taxable Year” shall be substituted for
“Plan Year.” The ESOP Committee may make any special allocations of earnings
or losses necessary to carry out the provisions of this subsection.



-42-







 


         (e)  The following terms shall have the meanings specified:


                  (1) Applicable Taxable Year. The taxable year (for federal income tax
purposes) of the Participant in which an Excess Deferral must be included in
gross income (when made) in accordance with section 402(g) of the Code.



                  (2) Excess Deferral. A Participant’s Elective Deferrals (and other
contributions limited by section 402(g) of the Code), for an Applicable Taxable
Year that are in excess of the limits imposed by section 402(g) of the Code for
such Applicable Taxable Year.



4.12 Correction of Excess Aggregate Contributions.



         (a)  Excess Aggregate Contributions shall be corrected as provided in this
section. The ESOP Committee may use any method of correction or prevention
provided in this section or any combination thereof, as it determines in its
sole discretion. This section shall be administered and interpreted in
accordance with sections 401(k) and 401(m) of the Code.


         (b)  The ESOP Committee may refuse to accept any or all prospective
Elective Deferrals to be contributed to a Participant.


         (c)  (1) The Company may, in its sole discretion, elect to contribute, as
provided in section 4.2(a), a Qualified Nonelective Contribution in an amount
necessary to satisfy any or all of the requirements of section 4.9.


                  (2) Qualified Nonelective Contributions that are made for a Plan Year to
correct Excess Aggregate Contributions shall only be allocated to the Accounts
of Participants who are not Highly Compensated Employees. Such Qualified
Nonelective Contributions shall be allocated first to the Participant with the
lowest Compensation for that Plan Year and any remaining Qualified Nonelective
Contributions thereafter shall be allocated to the Participant with the next
lowest



-43-







 


compensation for that Plan Year. This allocation method shall continue
in ascending order of Compensation until all such Qualified Nonelective
Contributions are allocated. The allocation to any Participant shall not
exceed the limits under section 415 of the Code. If two or more Participants
have identical Compensation, the allocations to them shall be proportional.


                  (3) Qualified Nonelective Contributions for a Plan Year shall be
contributed to the Trust within twelve (12) months after the close of such Plan
Year.



                  (4) Qualified Nonelective Contributions shall only be allocated to
Participants who receive Compensation during the Plan Year for which such
contribution is made.



         (d)  The ESOP Committee may, during a Plan Year, distribute to a
Participant (or such Participant’s Beneficiary if the Participant is deceased),
any or all Excess Aggregate Contributions allocable to that Participant’s
Account for that Plan Year, notwithstanding any contrary provision of the Plan.
Such distribution may include earnings or losses (if any) attributable to such
amounts, as determined by the ESOP Committee.


         (e)  (1) The ESOP Committee may forfeit any or all Excess Aggregate
Contributions for a Plan Year in accordance with the provisions of this
subsection. The amounts so forfeited shall not include any amounts that are
nonforfeitable under ARTICLE VII.


                  (2) Any forfeitures under this subsection shall be made in accordance with
the procedures for distributions under subsection (f) except that such amounts
shall be forfeited instead of being distributed.



         (f)  (1) The ESOP Committee may distribute any or all Excess Aggregate
Contributions for a Plan Year in accordance with the provisions of this
subsection. Such distribution may only occur after the close of such Plan Year
and within twelve


-44-







 


(12)  months of the close of such Plan Year. Such
distributions shall be specifically designated by the ESOP Committee as a
distribution of Excess Aggregate Contributions. In the event of the complete
termination of the Plan, such distribution shall be made within twelve (12)
months after such termination. Such distribution shall include the income
allocable to the amounts so distributed, as determined under this subsection.
The ESOP Committee may make any special allocations of earnings or losses
necessary to carry out the provisions of this subsection. A distribution of an
Excess Aggregate Contribution under this subsection may be made without regard
to any notice or consent otherwise required pursuant to sections 411(a)(11) and
417 of the Code.


                  (2) (A) The income allocable to Excess Aggregate Contributions distributed
under this subsection shall equal the allocable gain or loss for the Plan Year.
Income includes all earnings and appreciation, including such items as
interest, dividends, rent, royalties, gains from the sale of property,
appreciation in the value of stock, bonds, annuity and life insurance
contracts, and other property, without regard to whether such appreciation has
been realized.



(B)  The allocable gain or loss for the Plan Year may be determined under any
reasonable method consistently applied by the ESOP Committee. Alternatively,
the ESOP Committee may, in its discretion, determine such allocable gain or
loss for the Plan Year under the method set forth in subparagraph (C).


(C)  Under this method, the allocable gain or loss for the Plan Year is
determined by multiplying the income for the Plan Year allocable to employee
contributions, matching contributions and amounts treated as matching
contributions by a fraction, the numerator of which is the Excess Aggregate
Contributions for the Participant for the Plan Year and the denominator of
which is the total Account balance of the Participant attributable to employee
contributions, matching contributions and amounts treated as matching
contributions as of the beginning of the Plan Year,


-45-







 


increased by the employee
contributions, matching contributions and amounts treated as matching
contributions for the Participant for the Plan Year.


                  (3) Amounts distributed under this subsection (or other provisions of this
section) shall first be treated as distributions from the Participant’s
subaccounts in the following order:



(A)  from the Participant’s Qualified Nonelective Contribution Account (if such
Excess Aggregate Contribution is attributable to Qualified Nonelective
Contributions); and


(B)  from the Participant’s Matching Contribution Account (if such Excess
Aggregate Contribution is attributable to Matching Contributions).


         (g)  (1) The term “Excess Aggregate Contribution” shall mean, with respect
to a Plan Year, the excess of the aggregate amount of the matching
contributions and employee contributions (including any Qualified Nonelective
Contributions or elective deferrals taken into account in computing the Actual
Contribution Percentage) actually
made on behalf of eligible Highly Compensated Employees for the Plan Year
over the maximum amount of such contributions permitted under section
401(m)(2)(A) of the Code.


                  (2) The terms “employee contributions” and “matching contributions” shall,
for purposes of this section, have the meanings set forth in Treas. Reg.
§1.401(m)-1(f).



                  (3) Any distribution of Excess Aggregate Contributions for a Plan Year
shall be made to Highly Compensated Employees on the basis of the amount of
contributions by, or on behalf of, each such Highly Compensated Employee.



-46-







 


4.13 Correction of Multiple Use.



         (a)  If the limitations of Treas. Reg. §1.401(m)-2 are exceeded for any
Plan Year beginning before January 1, 2002, then correction shall be made in
accordance with the provisions of this section. The limitations of Treas. Reg.
§1.401(m)-2 do not apply for Plan Years beginning after December 31, 2001.
This section shall be administered and interpreted in accordance with sections
401(k) and 401(m) of the Code.


         (b)  Any correction required by this section shall be calculated and
administered in accordance with the provisions for correcting Excess
Contributions (in section 4.10), Excess Aggregate Contributions (in section
4.12) or both, as the ESOP Committee determines in its sole discretion. Any
correction required by this section, to the extent possible, shall be made only
with respect to those Highly Compensated Employees who are eligible in both the
arrangement subject to section 401(k) of the Code and the Plan, as subject to
section 401(m) of the Code.


         (c)  The multiple use test described in Treasury Regulation Section
1.401(m)-2 and section 4.13 of the Plan shall not apply for Plan Years
beginning after December 31, 2001.


ARTICLE V



Investment of Accounts



5.1 Election of Investment Funds.



         (a)  Except as otherwise prescribed in subsections 5.1(b), (c), (d), and
(e) and Section 5.2, upon enrollment in the Plan, each Participant shall direct
that the funds in the Participant’s Account be invested in increments of one
percent (1%) in one or more of the investment options designated by the ESOP
Committee, which may include designated investment funds, specific investments
or both. The investment


-47-







 


choices made available shall be sufficient to allow
compliance with section 404(c) of ERISA.


         (b)  Except as otherwise determined by the ESOP Committee or provided
herein, all investments in a Participant’s ESOP Account will be held in such
Common Stock, subject to the same diversification rules as set forth in section
5.2.


         (c)  Each participant shall be entitled to designate the percentage (in
multiples of 1%) of his Elective Contributions that shall be invested in Common
Stock under the ESOP Component of this Plan, subject to the seven percent (7%) limitation set forth in section 4.1 (a). To the extent a Participant
directs his Elective Contributions to be invested under the ESOP Component,
such contributions shall be accumulated in a short term interest fund in the
ESOP Component of the Plan and shall be converted to Common Stock on a
semi-annual basis using the Common Stock value as of the Valuation Date
preceding or as of the conversion date (whichever is lower), and shall then be
allocated to the participant’s ESOP Elective Deferral Account.


         (d)  Except as otherwise determined by the ESOP Committee or provided
herein, a Participant’s Rollover Contribution Account may be invested in Common
Stock at its then Current Market Value only at or near the time the Rollover
Contribution is accepted and received by the ESOP Committee or Trustee, and
only if the Participant is a new Employee. Amounts to be invested in Common
Stock will be initially accumulated in a short term interest fund in the ESOP
Component of the Plan, and will be converted to Common Stock on the next semi
annual investment date based on the Current Market Value as of the Valuation
Date coincident with such semi annual investment date. Amounts not invested in
the ESOP Rollover Account may be invested in accordance with Section 5.1(a).
Amounts held in the ESOP Rollover Account will be subject to the
diversification rules of section 5.2.


         (e)  In its discretion, the ESOP Committee may from time to time designate
new funds and, where appropriate, preclude investment in existing funds and
provide


-48-







 


for the transfer of Accounts invested in those funds to other funds
selected by the Participant or, if no such selection is made, to a low risk
fixed income fund as determined by the ESOP Committee in its discretion.


         (f)  Except as otherwise prescribed in subsections 5.1(b), (c), (d) and (e)
and Section 5.2, a Participant’s investment election will apply to the entire
Account of the Participant.


         (g)  In establishing rules and procedures under section 5.1, the following
shall apply:


                  (1) Each Participant, Beneficiary or Alternate Payee shall affirmatively
elect to self-direct the investment of assets in his or her Account, but such
election may provide for default investments in the absence of specific directions from
such Participant, Beneficiary or Alternate Payee. For purposes of any
elections to invest in the ESOP Component of the Plan, the
Participant, Beneficiary or Alternate Payee shall be considered a
“named fiduciary” of the Plan as described in
Section 402(a)(2) of ERISA.


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



                  (3) The ESOP Committee may decline to implement investment designations if
such investment, in the ESOP Committee’s judgment:



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


(B)  would generate income taxable to the Trust Fund;


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


(D)  would cause a Fiduciary to maintain the indicia of ownership of any assets
of the Trust Fund outside the jurisdiction of the district courts of the United
States other than as permitted by section 404(b) of ERISA and Labor Reg.
§2550.404(b)-1;


-49-







 


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


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


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


                  (4) Except as otherwise prescribed in subsections 5.1(b), (c), and (d) and
Section 5.2, the ESOP Committee may establish reasonable restrictions on the
frequency with which investment directions may be given, consistent with
section 404(c) of ERISA.



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



                  (6) The ESOP Committee may establish limits on the types of investments
that are permitted.



         (h)  Except as otherwise prescribed in subsections Section 5.1(b), (c),
(d), and (e) and Section 5.2, the ESOP Committee shall establish such rules and
procedures as may be advisable or necessary to carry out the provisions of this
section, with such rules and procedures being consistent with section 404(c) of
ERISA.


         (i)  The ESOP Committee shall establish such rules and procedures as may be
advisable or necessary to reasonably ensure that all transactions involving the
investment funds comply with all applicable laws, including the securities
laws.


5.2 Diversification



         Notwithstanding Section 5.1(b), any Participant who has attained age 55
and completed a Period of Participation of at least ten (10) years shall be
permitted to direct that up to twenty-five percent (25%) of the total number of
shares of Common Stock (rounded to the nearest whole integer and reduced by the
amount of any prior diversification election was made) allocated to the
Participant’s ESOP Account, as of


-50-







 


the September 30 immediately preceding each
Plan Year during the Qualified Election Period may be invested among the
otherwise available investment options under the Plan in accordance with the
provisions of subsection 5.1 (a) above. With respect to a qualified
Participant’s final diversification election, fifty percent (50%) is
substituted for twenty-five percent (25%) in determining the amount subject to
the diversification election. Any direction to diversify hereunder may be made
within 90 days after the close of each Plan Year during the Participant’s
Qualified Election Period, as defined below. Any direction
made during the applicable 90-day period following any Plan Year may be
revoked or modified at any time during such 90-day period. Any such
diversification shall be implemented no later than the 180th day of the Plan
Year in which the Participant’s direction is made. All such directions shall
be in accordance with any notice, rulings, or regulations or other guidance
issued by the Internal Revenue Service with respect to section 401(a)(28)(B) of
the Code. For the purposes of this section, the term “Qualified Election
Period” shall mean the six (6) Plan Year period beginning with the later of the
Plan Year in which the Participant attains age 55 or completes a Period of
Participation of ten (10) years. In addition, subject to the Company’s
satisfaction of its bank loan covenants, in the first quarter of the first Plan
Year after the fifth full Period of Participation, a Participant who had an
ESOP Account shall have the right to make a non cumulative election each Plan
Year to transfer up to 10% of the current value of their ESOP Account to an
investment fund other than the Company Stock Fund.


5.3 Change in Investment Allocation of Future Deferrals.



         Except as otherwise prescribed in sections 5.1(b), (c), (d), and (e) and
Section 5.2 each Participant may elect to change the investment allocation of
future contributions effective as of the first Trade Day subsequent to notice
to the Recordkeeper by which it is administratively feasible to make such
change. Any changes must be made either in increments of one percent (1%) of
the Participant’s Account and must result in a total investment of one hundred
percent (100%) of the Participant’s Account.


-51-







 


5.4 Transfer of Account Balances Between Investment Funds.



         Except as otherwise prescribed in sections 5.1(b), (c), (d), and (e) and
Section 5.2 each Participant may elect to transfer all or a portion of the
amount in his or her Account between investment funds effective as of the first
Trade Day following notice to the Recordkeeper by which it is administratively
feasible to carry out such transfer. In determining the amount of the
transfer, the Participant’s Account shall be valued as of the close of business
on the Trade Day on which notice is received; provided, however, that
in any case where the notice is received after 4:00 p.m. Eastern Time
(daylight or standard, whichever is in effect on the date of the call), the
Account shall be valued as of the close of business on the next Trade Day.
Such transfers must be made in either one percent (1%) increments of the entire
Account and, as of the completion of the transfer, must result in investment of
one hundred percent (100%) of the Account. Transfers shall be effected by
telephone notice to the Recordkeeper.


5.5 Ownership Status of Funds.



         The Trustee shall be the owner of record of the Plan assets. The ESOP
Committee shall have records maintained as of the Valuation Date for each
investment option allocating a portion of the investment option to each
Participant who has elected that his or her Account be invested in such
investment option. The records shall reflect each Participant’s portion of
Common Stock in cash and unitized shares of stock and shall reflect each
Participant’s portion of all other investment options as may be established by
the ESOP Committee in a cash amount.


5.6 Allocation of Earnings.



         (a)  (1) The ESOP Committee, as of each Valuation Date, shall adjust the
amounts credited to the Accounts (including Accounts for persons who are no
longer Employees) so that the total of such Account balances equals the fair
market value of the Trust Fund assets as of such Valuation Date. Except as
otherwise provided herein, any changes in the fair market value of the Trust
Fund assets since the preceding Valuation Date shall be charged or credited to
each Account in the ratio


-52-







 


that the balance in each such Account as of the
preceding Valuation Date bears to the balances in all Accounts as of that
Valuation Date with appropriate adjustments to reflect any distributions,
allocations or similar adjustments to such Account or Accounts since that
Valuation Date.


                  (2) To the extent that separate investment funds are established (as
provided in section 5.1(a)), the adjustments required by subsection (a)(1)
shall be made by applying subsection (a)(1) separately for each such investment
fund so that any changes in the net worth of each such investment fund are
charged or credited to the portion of each Account invested in such investment
fund in the ratio that the portion of each such Account invested in such
investment fund as of the preceding Valuation Date (reduced by any
distributions made from that portion of such Account since that Valuation Date)
bears to the total amount credited to such investment funds as of that
Valuation Date (reduced by distributions made from such investment fund since
that Valuation Date).



                  (3) Interim valuations, in accordance with the foregoing procedure, may be
made at such time or times as the ESOP Committee directs for all or a portion
of the investment options.



         (b)  The ESOP Committee may, in its sole discretion, direct the Trustee to
segregate and separately invest any Trust Fund assets, including but not
limited to, any Trust Fund assets that are attributable to cash dividends on
Common Stock pending distribution or allocation of such assets in accordance
with section 9.13. If any assets are segregated in this fashion, the earnings
or losses on such assets shall be determined apart from other Trust assets and
shall be adjusted on each Valuation Date, or at such other times as the ESOP
Committee deems necessary, in accordance with this section.


-53-







 


5.7 Acquisition Loans.



         (a)  The ESOP Committee may direct the Trustees to incur Acquisition Loans
from time to time in order to acquire Financed Shares or to repay a prior
Acquisition Loan. An installment obligation incurred in connection with the
purchase of Financed Shares shall be treated as an Acquisition Loan. All
indebtedness incurred to acquire
Financed Shares in a single transaction shall be treated as one
Acquisition Loan. An Acquisition Loan shall be for a specific term, shall bear
a reasonable rate of interest and shall not be payable on demand, except in the
event of default.


         (b)  Financed Shares acquired with the proceeds from an Acquisition Loan
shall be held in a Loan Suspense Account until allocated to Participants under
Section 5.10.


         (c)  An Acquisition Loan may be secured by a pledge of the Financed Shares
acquired with the proceeds of the Acquisition Loan (or acquired with the
proceeds of a prior Acquisition Loan which is being refinanced). No other
assets of the Trust Fund may be pledged as collateral for an Acquisition Loan.
The lender shall not have recourse against any assets of the Trust Fund other
than any Financed Shares which are subject to such pledge. Any pledge of
Financed Shares must provide for the release of the pledged shares at the time
that the Trustee repays any part of the Acquisition Loan. Such unencumbered
shares shall be available for allocation to Participants’ ESOP Profit Sharing
Accounts.


         (d)  If the lender is a party in interest (as defined in ERISA) or a
disqualified person (as defined in the Code), the Acquisition Loan must provide
for a transfer of the pledged shares to the lender only to the extent that the
Trust has defaulted on the Acquisition Loan by failing to meet the required
payment schedule.


-54-







 


5.8 Acquisition Loan Payments.



         (a)  The Trustees, as directed by the ESOP Committee, shall pay principal
and/or interest on any Acquisition Loan only from: (i) Profit Sharing
Contributions paid in cash; (ii) any earnings attributable to such Profit
Sharing Contributions; and (iii) any cash dividends or distributions (as
defined in Code Section 1368) received by the Trust on the
Financed Shares purchased with the proceeds of such Acquisition Loan
(whether unallocated or, to the extent permitted by law, allocated).


         (b)  The payments made by the Trustees with respect to an Acquisition Loan
for Plan Year must not exceed the sum of such Profit Sharing Contributions,
earnings and dividends (including distributions (as defined in Code Section
1368)) for that Plan Year and prior Plan Years, less the amount of such
payments for prior Plan Years.


         (c)  If any Employer is the lender with respect to an Acquisition Loan,
Profit Sharing Contributions may be paid in the form of cancellation of
indebtedness under the Acquisition Loan with written notice to the ESOP
Committee and the Trustees. If the Employer is not the lender with respect to
an Acquisition Loan, the Employer may elect, with written notice to the ESOP
Committee and the Trustees, to make payments on the Acquisition Loan directly
to the lender and to treat such payments as Profit Sharing Contributions or as
additional Acquisition Loans.


5.9 Sales of Common Stock.



         (a)  Subject to the approval of the Board of Directors, the Trustees, as
directed by the ESOP Committee, may sell Common Stock to any person (including
an Employer), provided that any such sale must be made at a price not less than
Current Market Value as of the date of the sale.


         (b)  In the event the Trustees are unable to make payments of principal
and/or interest on an Acquisition Loan when due (other than a loan from the
Company which


-55-







 


has no corresponding extension of credit to the Company by a
third party lender), with the approval of the Board of Directors, the ESOP
Committee may direct the Trustees to sell any Financed Shares that have not yet
been allocated to Participants’ ESOP Profit
Sharing Accounts or to obtain a new Acquisition Loan in an amount
sufficient to make such payments.


         (c)  Notwithstanding any other provision of this Article V, in the event of
the sale of the Company, the termination of the Plan or other Plan’s failure to
qualify as an employee stock ownership plan under Code section 4975(e)(7), the
ESOP Committee may direct the Trustees to apply the proceeds from the sale of
the Financed Shares remaining in the Loan Suspense Account to repay the
Acquisition Loan incurred to purchase the Financed Shares.


         (d)  Any sale of Common Stock under this Section must comply with the
fiduciary duties applicable to the ESOP Committee under ERISA section
404(a)(1).


5.10 Allocations of Financed Shares.



         (a)  Any Financed Shares acquired by the Trust shall initially be credited to a Loan
Suspense Account and will be allocated to the ESOP Profit Sharing Accounts of
Participants only as the Trustee makes payments on the Acquisition Loan. The
number of Financed Shares to be released from the Loan Suspense Account for
allocation to Participants’ ESOP Profit Sharing Accounts for each Plan Year
shall be determined by multiplying the number of Financed Shares held in the
Loan Suspense Account immediately before the release for the current Plan Year
by a fraction. The numerator of the fraction shall be the amount of principal
and interest paid on the Acquisition Loan for that Plan Year. The denominator
of the fraction shall be the sum of the numerator plus the total payments of
principal and interest on that Acquisition Loan projected to be paid for all
future Plan Years. For this purpose, the interest to be paid or accrued in
future years to be computed by using the interest rate in effect as of the
current Allocation Date.



-56-









 



         (b)  Pursuant to the terms of the Acquisition Loan (or, at the election of
the ESOP Committee if the Acquisition Loan is silent in this regard), the ESOP
Committee may elect to release Financed Shares from the Loan Suspense Account
based solely on the ratio that the payments of principal for each Plan Year
bear to the total principal amount of the Acquisition Loan. This method may be
used only to the extent that:


                  (1) the Acquisition Loan provides for annual payments of principal and
interest at a cumulative rate that is not less rapid at any time than level
annual payments of such amounts for ten (10) years;



                  (2) interest included in any payment on the Acquisition Loan is
disregarded only to the extent that it would be determined to be interest under
standard loan amortization tables; and



                  (3) the entire duration of the Acquisition Loan repayment period does not
exceed ten (10) years, even in the event of a renewal, extension or refinancing
of the Acquisition Loan.



         (c)  In each Plan Year in which assets of the Trust Fund are applied to
make payments on an Acquisition Loan, the Financed Shares released from the
Loan Suspense Account in accordance with the provisions of this Section shall
be allocated among the ESOP Profit Sharing Accounts of Participants in the
manner determined by the ESOP Committee based upon the source of funds used to
make the payments on the Acquisition Loan (i.e., ESOP Profit Sharing
Contributions, earnings attributable to ESOP Profit Sharing Contributions, cash
dividends on Financed Shares allocated to ESOP Profit Sharing Accounts and/or
cash dividends on Financed Shares credited to the Loan Suspense Account).


         (d)  If cash dividends on Financed Shares allocated to a Participant’s ESOP
Profit Sharing Account are used to make payments on an Acquisition Loan, the


-57-







 




Financed Shares released from the Loan Suspense Account shall be allocated to
that Participant’s ESOP Profit Sharing Account, provided, however, that the
Current Market Value of the Financed Shares released from the Loan Suspense
Account must be at least equal to the amount of the cash dividends. This
Section 5.10(d) will apply only if the Company is a C Corporation.


5.11 Allocation of Dividends and Distributions on Common Stock.



         (a)  Any cash dividends or distributions, as defined in Code section 1368,
received on shares of Common Stock allocated to Participants’ ESOP Profit
Sharing Accounts will be allocated to the respective Accounts of such
Participants. However, any cash dividends which are currently distributed to
Participants shall not be credited to the Participants’ Accounts.


         (b)  Any stock dividends received on Common Stock shall be credited to the
account to which such Common Stock was allocated at the time the dividend was
declared (e.g., a Participant’s ESOP Profit Sharing Account or ESOP Matching
Contribution Account or the Loan Suspense Account).


         (c)  Any dividends or distributions received on unallocated shares of
Common Stock, including any Financed Shares credited to the Loan Suspense
Account, shall be considered to be net income of the Trust, but will be
allocated only to the accounts of Participants who are active employees.


5.12 Nonallocation.



         No allocation of Common Stock of an S corporation (or other assets in lieu
of such Common Stock) may be made to any “Disqualified Person” (within the
meaning of section 409(p)(4) of the Code) during any “Nonallocation Year”
(within the meaning of section 409(p)(3) of the Code). Any allocation of
Common Stock made in violation of this edict shall be null and void ab initio.
To the extent permitted by law, the ESOP Committee may adjust the mix of assets
in Participants’ Accounts to prevent the occurrence of a Nonallocation Year, by
removing Common Stock from


-58-







 




the accounts of Disqualified Persons and replacing
it with other assets of identical value taken from the Accounts of Participants
who are not Disqualified Persons, subject to the requirements that: (1) no
such action may diminish the overall value of any Participant’s Accounts, (2)
each Participant shall continue to have the right to receive distribution of
his entire Account balance in the form of Common Stock to the extent otherwise
permitted hereunder, and (3) the Accounts of each Active Participant
who is not a Disqualified Person shall be adjusted in the same
proportionate manner as the Accounts of all other Active Participants. In the
event that either applicable law or the absence of assets other than Common
Stock in the Accounts of Participants who are not Disqualified Persons prevents
the asset reallocation referred to above, then any such allocation to a
Disqualified Person shall be null and void, and the Common Stock in issue shall
be reallocated among the Accounts of Participants who are not Disqualified
Persons in the ratio of their compensation in the Plan Year involved.


ARTICLE VI



Voting and Tendering of Stock



6.1 Voting of Common Stock



         (a)  The voting of Common Stock held in the Trust shall be subject to the
provisions of ERISA and the following provisions, to the extent such provisions
are not inconsistent with ERISA:


                  (1) With respect to any corporate matter that involves the voting of
Common Stock with respect to the approval or disapproval of any corporate
merger or consolidation, recapitalization, reclassification, liquidation,
dissolution, sale of substantially all of the assets of a trade or business, or
such other transactions that may be prescribed by regulation (and, if the
Company has a registration-type class of securities, all other shareholder
voting issues), each Participant may be entitled to direct the Trustee as to
the exercise of any shareholder voting rights attributable to shares of Common
Stock then allocated to his ESOP Accounts, but only to the extent


-59-







 




required by
Sections 401(a)(22) and 409(e)(3) of the Code and the regulations there under.
For purposes of the foregoing sentence, each Participant shall be a named
fiduciary of the Plan as described in Section 402(a)(2) of ERISA. The ESOP
Committee shall have the sole responsibility for determining when a corporate
matter has arisen that involves the voting of Common Stock under this
provision. If a
Participant is entitled to so direct the Trustee, all allocated Common
Stock as to which such instructions have been received (which may include an
instruction to abstain) shall be voted by the Trustee in accordance with such
instructions, provided that the Trustee may vote the shares as it determines is
necessary to fulfill its fiduciary duties under ERISA. The Trustee shall vote
any shares as to which no voting instructions have been received at the
direction of the ESOP Committee, subject to its fiduciary duties under ERISA.


                  (2) In all other circumstances, the Trustee shall vote all shares of
Common Stock as directed by the ESOP Committee.



6.2 Tendering of Common Stock



         (a)  The tendering of Common Stock held in the Trust shall be subject to
the provisions of ERISA and the following provisions, to the extent such
provisions are not inconsistent with ERISA:


                  (1) In the event of a tender offer or other offer to purchase shares of
Common Stock held by the Trust, the Trustee shall tender or sell the shares as
directed by each Participant with respect to shares of Common Stock then
allocated to his ESOP Accounts, subject to the fiduciary duties under ERISA.
In carrying out its responsibilities under this Section, the Trustee may rely
on information furnished to it by the ESOP Committee, including the names and
current addresses of Participants, the number of shares of Common Stock
allocated to their ESOP Accounts, and the number of shares of Common Stock held
by the Trustee (if any) that have not yet been allocated.



-60-







 





                  (2) In all other circumstances, the Trustee shall tender all shares of
Company Stock as directed by the ESOP Committee.



ARTICLE VII



Vesting



7.1 Elective Deferral, Rollover Contribution, Qualified Nonelective Contribution and Matching Contribution Accounts.


         Except as otherwise provided in Exhibit A to this Plan, each Participant
shall have a nonforfeitable right to all amounts in the Participant’s Elective
Deferral, Rollover Contribution, Qualified Nonelective Contribution and
Matching Contribution Accounts.


7.2 Profit Sharing Contribution Accounts.



         (a)  Except as otherwise provided in Exhibit A to this Plan, each
Participant shall have a nonforfeitable right to his or her ESOP Profit Sharing
Contribution Accounts in accordance with the following:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1)	 	 	Period of Service	 	Vested Interest	 
	 	 	 	 	 	
	 	
	 
	 
	 	 	 	 	Less than 2 years	 	 	0	%	 
	
	
	
	

	 
	 	 	 	 	with two (2) years	 	 	25	%	 
	
	
	
	

	 
	 	 	 	 	with three (3) years	 	 	50	%	 
	
	
	
	

	 
	 	 	 	 	with four (4) years	 	 	75	%	 
	
	
	
	

	 
	 	 	 	 	with five (5) years	 	 	100	%	 



                  (2) if earlier, 100% vested upon the Participant’s Retirement, death while
an Employee, Disability or attainment of Normal Retirement Age.



         (b) For purposes of this section 7.2, all service as a Leased Employee, if
any, shall be taken into account for purposes of determining a Participant’s
nonforfeitable right to his or her ESOP Profit Sharing Account, even though
Leased Employees are not eligible to participate in the Plan.


-61-







 


7.3 Forfeitures.



         (a)  In the event that a Participant incurs a Severance from Service before
attaining a nonforfeitable right to his or her entire Account, the portion of
the Account that is forfeitable will be forfeited as of the first day of the
month
immediately following the earliest of: (i) the date on which the
Participant incurs a Period of Severance of five (5) consecutive years; (ii)
death; or (iii) the date on which the vested portion of the Participant’s
Accounts is distributed in accordance with ARTICLE IX. Forfeitures from the
Non ESOP Component of the Plan will be used to reduce future contributions of
the Adopting Employers to the Plan or to pay administrative expenses.
Forfeitures from the ESOP Component of the Plan will be reallocated to active
Employees.


         (b)  If, in connection with his or her Severance from Service, a
Participant received a distribution of a portion of his or her entire Account
when he or she did not have a nonforfeitable right to his or her entire
Account, the portion of his or her Account that was forfeited, unadjusted by
any subsequent gains or losses, shall be restored if he or she again becomes an
Employee before incurring a Period of Severance of five (5) consecutive years.


7.4 Break in Service Rules.



         (a)  Periods of Service. In determining the length of a Period of Service,
the ESOP Committee shall include all Periods of Service, except the following
Periods of Service shall not be taken into account:


                  (1) in the case of a Participant who has never had a vested Account
balance, the Period of Service before any Period of Severance which equals or
exceeds five (5) consecutive years; and



                  (2) in the case of a Participant who has had a vested account balance and
who has incurred a Period of Severance which equals or exceeds five (5) years,


-62-







 




the Period of Service after such Period of Severance shall not be taken into
account for purposes of determining the nonforfeitable interest of such
Participant in the Profit Sharing Contributions allocated to his or her Account
before such Period of Severance.


         (b)  Periods of Severance. In determining the length of a Period of
Severance, the ESOP Committee shall include any period of time beginning on an
Employee’s Severance from Service Date and ending on the date on which he or
she is next credited with an Hour of Service, provided that such Hour of
Service is credited within the twelve- (12) consecutive month period following
such Severance from Service Date.


         (c)  Other Periods. In making the determinations described in subsections
(a) and (b) of this section, any period in excess of six (6) months of an
Authorized Leave of Absence shall be regarded as neither a Period of Service
nor a Period of Severance.


ARTICLE VIII



In-Service Withdrawals



8.1 Elective Deferrals and Qualified Nonelective Contributions.



         (a)  Subject to the terms and conditions prescribed in section 8.3, a
Participant may withdraw all or a portion of his or her (1) Non ESOP Elective
Deferral Account or Qualified Nonelective Contribution Account on or after
attainment of age fifty-nine and one-half (591/2), or (2) ESOP and Non ESOP Rollover Accounts at any time, as long as the hardship criteria are met; (3) ESOP and Non ESOP Elective Deferral
Accounts (including earnings on Elective Deferrals) or Qualified Nonelective Contribution Account in the event of a
hardship.


         (b)  In order to be entitled to a hardship withdrawal under this section, a
Participant must satisfy the requirements of both subsection (c) and subsection
(d). Whether a Participant is entitled to a withdrawal under this section is
to be


-63-







 




determined by the ESOP Committee in accordance with nondiscriminatory and
objective standards.


         (c)  (1) A Participant will be deemed to have experienced an immediate and
heavy financial need necessary to satisfy the requirements of this subsection
if the withdrawal is on account of:


(A)  medical expenses described in section 213(d) of the Code incurred by the
Participant, the Participant’s spouse or any dependents of the Participant;


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


(C)  payment of tuition for the next twelve (12) months of post-secondary
education for the Participant or his or her spouse, children or dependents;


(D)  the need to prevent the eviction of the Participant from his or her
principal residence or the foreclosure on the mortgage of the Participant’s
principal residence; or


(E)  other circumstances that the ESOP Committee determines constitutes an
immediate and heavy financial need.


         (d)  (1) A withdrawal under this subsection will be deemed necessary to
satisfy an immediate and heavy financial need of the Participant if it
satisfies the requirements of this subsection. To the extent the amount of the
withdrawal would be in excess of the amount required to relieve the financial
need of the Participant (which amount may include any amounts necessary to pay
any federal, state, or local income taxes or penalties reasonably anticipated
to result from the withdrawal) or to the extent such need may be satisfied from
other resources that are reasonably available to the Participant, such
withdrawal shall not satisfy the requirements of this subsection. For purposes
of this subsection, a Participant’s resources shall be deemed


-64-







 




to include those
assets of his or her spouse or minor children that are reasonably available to
the Participant.


                  (2) A withdrawal may be treated as necessary to satisfy a financial need
if the ESOP Committee reasonably relies upon the Participant’s representation
that the need cannot be relieved:



(A)  through reimbursement or compensation by insurance or otherwise;


(B)  by reasonable liquidation of the Participant’s assets to the extent such
liquidation would not itself cause an immediate and heavy financial need;


(C)  by cessation of Elective Deferrals under the Plan for at least six (6)
months after receipt of the hardship withdrawal; or


(D)  by other distributions or nontaxable (at the time of the loan) loans from
plans maintained by the Adopting Employers or by any other employer or by
borrowing from commercial sources on reasonable commercial terms.


         (e)  If a Participant receives a withdrawal for reasons of financial
hardship, the Participant may not make any Elective Deferrals during the six
(6) months immediately subsequent to the date of distribution.


8.2 Rollover Contributions.



         Subject to the terms and conditions prescribed in sections 8.1 (a)(2) and 8.3 (including
but not limited to the restriction noted in 8.3(e)), a Participant may withdraw
all or a portion of his or her Rollover Contribution.


8.3 General Terms and Conditions.



         All in-service withdrawals are subject to the following terms and
conditions:


         (a) In-service withdrawals of less than five hundred dollars ($500) will
not be permitted.


-65-







 


         (b)  In determining the amount of any in-service withdrawal, the
Participant’s Non ESOP Account shall be valued as of the close of business on
the Trade Day on
which notice is received; provided, however, that in any case where the
notice is received after 4:00 p.m. Eastern Time (daylight or standard,
whichever is in effect on the date of the call), the Non ESOP Account shall be
valued as of the close of business on the next Trade Day. The Participant’s
ESOP Account shall be valued based on the Current Market Value of Common Stock
as of the preceding Valuation Date.


         (c)  Payment of the amount withdrawn will be made as soon as
administratively feasible after the effective date of the withdrawal.


         (d)  In-service withdrawals from a Participant’s Account will generally be
made in cash.


         (e)  Funds for in-service withdrawals will be taken on a pro-rata basis
against the Participant’s investment balances in his or her Non ESOP Account.
If the amount of the withdrawal cannot be satisfied from the Non ESOP Account,
the remainder will then be taken pro rata from the balances in the ESOP
Account.


         (f)  In-service withdrawals may not be redeposited in the Plan.


         (g) The ESOP Committee may adopt such other rules and procedures as it
deems necessary, in its sole discretion, to properly administer the in-service
withdrawal provisions in this ARTICLE.


-66-







 


ARTICLE IX



Distribution of Benefits



9.1 General.



         (a)  Except as otherwise provided in Exhibit B to this Plan (or otherwise
required by section 4.6(b)), all benefits payable under this Plan shall be paid
in the
manner and at the times specified in this ARTICLE. Special distribution
rules with respect to Common Stock are set forth in Section 9.14 and Section
9.15.


         (b)  All payment methods and distributions shall comply with the
requirements of sections 401(a)(4) and 401(a)(9) of the Code and the
regulations thereunder and, if necessary, shall be interpreted to so comply.
All distributions shall comply with the incidental death benefit requirement of
section 401(a)(9)(G) of the Code. Distributions shall comply with the
regulations under section 401(a)(9) of the Code, including Treas. Reg.
§1.401(a)(9)-2. The provisions of the Plan reflecting section 401(a)(9) of the
Code override any distribution provisions in the Plan inconsistent with section
401(a)(9) of the Code.


9.2 Commencement of Benefits.



         (a)  A Participant (or Beneficiary) shall be entitled to commence
distribution of the nonforfeitable portion of his or her Account upon
attainment of Normal Retirement Age after a Severance from Service, Retirement,
Disability or death.


         (b)  Except as otherwise provided in this section 9.2, or in Sections 9.14
and 9.15, payment of benefits to a Participant (or Beneficiary) shall commence
within a reasonable period of time following the Participant’s attainment of
Normal Retirement Age after a Severance from Service, Retirement, Disability or
death.


         (c)  If the value of the nonforfeitable portion of the Participant’s
Account exceeds the maximum amount prescribed in section 411(a)(11) of the
Code, then payment to the Participant shall not commence without the
Participant’s written


-67-







 




consent, except as otherwise required by Section 9.2(f).
Such written consent must be obtained no more than ninety (90) days before the
commencement of the distribution. The value of the nonforfeitable portion of
the Participant’s Account shall be determined without regard to that portion of
the Account that is attributable to rollover contributions (and the earnings
allocable thereto) within the meaning of
sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of
the Code. Notwithstanding the preceding provisions of this subsection (c), all
distributions to a Participant’s Beneficiary shall commence within a reasonable
period of time following the Participant’s death (no consent of the Beneficiary
is required); provided, however, that if the Beneficiary is the Participant’s
Surviving Spouse, then such Surviving Spouse may elect to defer commencement of
distributions for a period of up to five years from the date of death of the
Participant.


         (d)  Unless a Participant elects otherwise, distribution to the Participant
shall commence no later than sixty (60) days after the close of the Plan Year
in which the latest of the following events occurs:


                  (1) attainment by the Participant of Normal Retirement Age;



                  (2) the tenth (10th) anniversary of the date on which Participant
commenced participation in the Plan; or



                  (3) Participant’s Severance from Service.



         (e)  Distribution of the nonforfeitable portion of a Participant’s Account
shall generally commence in accordance with the general provisions of this
section 9.2, but in no event before the earliest of the following events:


                  (1) For distributions before January 1, 2002, the Participant’s separation
from service within the meaning of section 401(k)(2)(B)(i)(I) of the Code (as
then effective). For distributions after December 31, 2001, the Participant’s
severance from employment within the meaning of section 401(k)(2)(B)(i)(I) of
the


-68-







 




Code (as then effective). The “severance from employment” standard
effective after December 31, 2001 shall apply to any distributions after such
date regardless of when the severance from employment occurred.


                  (2) The Participant’s attainment of age fifty-nine and one-half (59-1/2).



                  (3) The termination of the Plan without establishment or maintenance of
another defined contribution plan (other than an employee stock ownership
plan).



                  (4) For distributions before January 1, 2002, the disposition of
substantially all of the assets used by the Employer in a trade or business of
the Employer, but only with respect to an Employee who continues employment
with the entity acquiring such assets.



                  (5) For distributions before January 1, 2002, the disposition of the
Employer’s interest in a subsidiary, but only with respect to an Employee who
continues employment with such subsidiary.



         (f) 
A Participant who has attained age seventy and one-half (70 1/2) and
is subject to the mandatory distribution requirements of section 401(a)(9) of
the Code shall receive a lump sum distribution of his or her entire Account at
the time distributions must commence in order to comply with such requirements.
If additional amounts are allocated to such Participant’s Account following
such lump sum distribution, additional lump sum distributions of his or her
entire Account shall be made at such times any mandatory distributions are
required to comply with section 401(a)(9) of the Code. Such payments shall be
made notwithstanding any contrary provisions of the Plan or election made by
such Participant.


         (g)  If a Participant dies before the time when distribution is considered
to have commenced in accordance with applicable regulations, then any remaining
nonforfeitable portion of the Participant’s Account shall be distributed within
five (5) years after the Participant’s death. If a distribution is considered
to have commenced


-69-







 




in accordance with the applicable regulations before the
Participant’s death, the remaining nonforfeitable portion of the Participant’s
Account shall be distributed at least as rapidly as under the method of
distribution being used as of the date of the Participant’s death. For
purposes of this Section 9.2(g), the Surviving Spouse of the Participant will
be treated as the Participant if: the Surviving Spouse is the
Beneficiary of the Participant’s Account; the Surviving Spouse dies after
the Participant; and distributions had not yet commenced to the Surviving
Spouse.


9.3 Form of Distribution.



         (a)  Except to the extent otherwise provided in the Plan, distributions
under the Plan shall be made in the form of a lump sum or in substantially
equal, annual installments over a period not exceeding five years (or such
greater number of installments as determined under Section 9.14(c)), at the
option of the ESOP Committee in accordance with a nondiscriminatory and uniform
policy.


         (b)  Distribution of the nonforfeitable portion of the Participant’s ESOP
Account shall be made in cash or in-kind, at the election of the ESOP
Committee.


         (c)  A Participant shall be notified of his rights under this section no
less than thirty (30) days and no more than ninety (90) days before a
distribution is made. Written consent of a Participant to a distribution (if
required) may not be made before he receives such notice and must not be made
more than ninety (90) days before a distribution is made.


         (d) Notwithstanding anything to the contrary, if a Participant’s vested
Accounts do not exceed the maximum amount prescribed in section 411(a)(11) of
the Code, distribution of his vested Accounts shall be made in a lump sum as
soon as practicable, subject to the rules of any investment in which a
Participant’s Accounts are invested.


-70-







 


9.4 Determination of Amount of Distribution.



         In determining the amount of any distribution hereunder, the
nonforfeitable portion of a Participant’s Account shall be valued as of the
close of business on the Trade Day on which notice is received; provided,
however, that in any case where the telephone notice is received after 4:00
p.m. Eastern Time (daylight or standard, whichever is in effect on the date of
the call), the Account shall be valued as of the
close of business on the next Trade Day. In valuing a Participant’s ESOP
Accounts or Common Stock, the most recent valuation reflecting Current Market
Value shall be used; provided however, that the ESOP Committee may order an
interim valuation performed as of any date (including retroactively), which
valuation shall be used.


9.5 Direct Rollovers.



         (a)  A Participant may elect that all or any portion of a distribution that
would otherwise be paid as an Eligible Rollover Distribution shall instead be
transferred as a Direct Rollover.


         (b)  The ESOP Committee shall determine and apply rules and procedures as
it deems reasonable with respect to Direct Rollovers. The ESOP Committee may
change such rules and procedures from time to time and shall not be bound by
any previous rules and procedures it has applied.


         (c)  The following terms shall have the meanings specified:


                  (1) Direct Rollover. An available distribution that is paid directly to
an Eligible Retirement Plan for the benefit of the distributee.



                  (2) Distributee. A Participant or former Participant. In addition, the
Participant’s or former Participant’s Surviving Spouse or former spouse who is
the Alternate Payee under a Qualified Domestic Relations Order, as defined in
section 414(p) of the Code, are Distributees with regard to the interest of the
spouse or former spouse.


-71-







 




                  (3) Eligible Retirement Plan. An individual retirement account described
in section 408(a) of the Code, an individual retirement annuity (other than an
endowment contract) described in section 408(b) of the Code, a qualified trust
described in section 401(a) of the Code if such qualified trust is part of a
plan that permits acceptance of Direct Rollovers or an annuity plan described
in section 403(a) of the Code. In the case of a Direct Rollover for the
benefit of the spouse or former
spouse of a Participant, the term “Eligible Retirement Plan” shall only
include an individual retirement account described in section 408(a) of the
Code and an individual retirement annuity (other than an endowment contract)
described in section 408(b) of the Code. Notwithstanding the preceding
provisions of this subsection (3), for distributions made after December 31,
2001, the following modifications shall apply: (1) the term “Eligible
Retirement Plan” shall also include an annuity contract described in section
403(b) of the Code and an eligible plan under section 457(b) of the Code which
is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from this Plan;
and (2) in the case of a Direct Rollover for the benefit of the surviving
spouse of a Participant, or a spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in section 414(p)
of the Code, the term “Eligible Retirement Plan” shall include all of the plans
and arrangements otherwise described in this subsection (3).



                  (4) Eligible Rollover Distribution. Any distribution under the Plan to a
Participant, a Participant’s spouse or a Participant’s former spouse, except
for the following:



(A) Any distribution to the extent the distribution is required under section
401(a)(9) of the Code.


-72-







 


(B)  The portion of any distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized appreciation
described in section 402(e)(4) of the Code). Notwithstanding the preceding
sentence, for distributions made after December 31, 2001, the term “Eligible
Rollover Distribution” shall include the portion of a distribution that
consists of after-tax employee contributions which are not includable in gross
income; provided, that such after-tax employee contributions can only be
transferred to an individual retirement account or
annuity described in section 408(a) or (b) of the Code, or to a qualified
defined contribution plan described in section 401(a) or 403(a) of the Code
that agrees to separately account for amounts so transferred, including
separately accounting for the portion of such distribution which is includable
in gross income and the portion of such distribution which is not so
includable.


(C)  Returns of elective deferrals described in Treas. Reg. §1.415-6(b)(6)(iv)
that are returned as a result of the limitations under section 415 of the Code.


(D)  Corrective distributions of excess contributions and excess deferrals under
qualified cash or deferred arrangements as described in Treas. Reg.
§1.401(k)-1(f)(4) and §1.402(g)-1(e)(3), respectively, and corrective
distributions of excess aggregate contributions as described in Treas. Reg.
§1.401(m)-1(e)(3), together with the income allocable to these corrective
distributions.


(E)  Loans treated as distributions under section 72(p) of the Code and not
excepted by section 72(p)(2) of the Code.


(F)  Loans in default that are deemed distributions.


(G)  Dividends paid on employer securities as described in section 404(k) of the
Code.


(H) The costs of life insurance coverage.


-73-







 


(I)  For distributions before January 1, 2002, any hardship distribution
described in section 401(k)(2)(B)(i)(IV); and for distributions after December
31, 2001, any distribution which is made upon hardship of the Participant.


(J)  Similar items designated by the Internal Revenue Service in revenue
rulings, notices, and other guidance of general applicability.


9.6 Notice and Payment Elections.


         (a)  The ESOP Committee shall provide Participants or other Distributees of
Eligible Rollover Distributions with a written notice designed to comply with
the requirements of section 402(f) of the Code. Such notice shall be provided
within a reasonable period of time before making an Eligible Rollover
Distribution.


         (b)  Any elections concerning the payment of benefits under this ARTICLE
shall be made on a form prescribed by the ESOP Committee. The Participant or
other Distributee shall submit a completed form to the ESOP Committee at least
thirty (30) days before payment is scheduled to commence, unless the ESOP
Committee agrees to a shorter time period. Any election made under this
section shall be revocable until thirty (30) days before payment is scheduled
to commence.


         (c)  An election to have payment made in a Direct Rollover shall only be
valid if the Participant or other Distributee provides adequate information to
the ESOP Committee for the implementation of such Direct Rollover and such
reasonable verification as the ESOP Committee may require that the transferee
is an Eligible Retirement Plan.


9.7 Qualified Domestic Relations Orders.



         (a) Notwithstanding any contrary provision of the Plan, payments shall be
made in accordance with any judgment, decree or order determined to be a
Qualified Domestic Relations Order.


-74-







 


         (b)  (1) If the Plan receives a Domestic Relations Order, the ESOP
Committee shall promptly notify the Participant and each Alternate Payee of the
receipt of such order and of the Plan’s procedures for determining whether such
order is a Qualified Domestic Relations Order. The ESOP Committee shall,
within a reasonable period
after receipt of such order, determine whether it is a Qualified Domestic
Relations Order and notify the Participant and each Alternate Payee of that
determination.


                  (2) During any period in which the issue of whether a Domestic Relations
Order is a Qualified Domestic Relations Order is being determined, the ESOP
Committee shall separately account for the amounts that would have been payable
to the Alternate Payee during such period if the order had been determined to
be a Qualified Domestic Relations Order.



         (c)  (1) A Domestic Relations Order meets the requirements of this
subsection only if such order clearly specifies the following:


(A)  the name and last known mailing address (if any) of the Participant and the
name and mailing address of each Alternate Payee covered by the order;


(B)  the amount or the percentage of the Participant’s benefits to be paid by
the Plan to each such Alternate Payee or the manner in which such amount or
percentage is to be determined;


(C)  the number of payments or period to which such order applies; and


(D)  each plan to which such order applies.


                  (2) A Domestic Relations Order meets the requirements of this subsection
only if such order does not:



(A)  require the Plan to provide any type or form of benefit or any option not
otherwise provided under the Plan;


-75-







 



(B)  require the Plan to provide increased benefits (determined on the basis of
actuarial value); and


(C)  does not require the payment of benefits to an Alternate Payee that is
required to be paid to another Alternate Payee under another order previously
determined to be a Qualified Domestic Relations Order.


         (d)  A domestic relations order shall not be treated as failing to meet the
requirements of section 9.7(c)(2)(A) solely because such order requires that
payment of benefits be made to an Alternate Payee:


                  (1) in the case of any payment before a Participant has separated from
service, on or after the date on which the Participant attains (or would have
attained) the Earliest Retirement Date;



                  (2) as if the Participant had retired on the date on which such payment is
to begin under such order (but taking into account only the present value of
the benefits actually accrued and not taking into account the present value of
any employer subsidy for early retirement); and



                  (3) in any form in which such benefits may be paid under the Plan to the
Participant (other than in the form of a qualified joint and survivor annuity
with respect to the Alternate Payee and his or her subsequent spouse).



         (e)  A domestic relations order shall not be treated as failing to meet the
requirements of section 9.7(c)(2)(A) solely because such order requires that
payment of benefits be made to an Alternate Payee at a date before the
Participant is entitled to receive a distribution. Such distribution shall be
made to such Alternate Payee notwithstanding any contrary provision of the
Plan; provided, however, that such distribution will be made first from a
Participant’s Non ESOP Accounts, and then from a Participant’s ESOP Accounts.


-76-







 


         (f)  The following terms shall have the meanings specified:


                  (1) Alternate Payee. Any spouse, former spouse, child or other dependent
of a Participant who is recognized by a Domestic Relations Order as having a
right to benefits under the Plan with respect to such Participant.



                  (2) Domestic Relations Order. A judgment, decree or order relating to
child support, alimony or marital property rights, as defined in section
414(p)(1)(B) of the Code.



                  (3) Earliest Retirement Date. The earlier of:



(A)  the date on which the Participant is entitled to a distribution under the
Plan; or


(B)  the later of:


                           (i) the date the Participant attains age fifty (50); or



                           (ii) the earliest date on which the Participant could begin receiving
benefits under the Plan if the Participant separated from service.



                  (4) Qualified Domestic Relations Order. A Domestic Relations Order that
satisfies the requirements of subsection (c) and section 414(p)(1)(A) of the
Code.



         (g)  If an Alternate Payee entitled to payment under this section is the
spouse or former spouse of a Participant and payment will otherwise be made in
an Eligible Rollover Distribution, then such spouse or former spouse may elect
that all, or any portion, of such payment shall instead be transferred as a
Direct Rollover. Such Direct Rollover shall be governed by the requirements of
section 9.5.


         (h)  If a Domestic Relations Order directs that payment be made to an
Alternate Payee before the Participant’s Earliest Retirement Date and such
Domestic Relations Order otherwise qualifies as a Qualified Domestic Relations
Order, then the Domestic Relations Order shall be treated as a Qualified
Domestic Relations Order


-77-







 




and such payment shall be made to the Alternate Payee, even though the
Participant is not entitled to receive a distribution under the Plan because he
or she continues to be an Employee of the Employer; provided however, that this
early payment provision will apply such that any early payment must first be
applied to a Participant’s Non ESOP Account; and when said Account is depleted,
then to the Participant’s ESOP Accounts.


         (i)  This section shall be interpreted and administered in accordance with
section 414(p) of the Code.


9.8 Designation of Beneficiary.



         (a)  A Participant may designate a Beneficiary (including successive or
contingent Beneficiaries) in accordance with this section 9.8. Such
designation shall be on a form prescribed by the ESOP Committee, may include
successive or contingent Beneficiaries, shall be effective upon receipt by the
ESOP Committee and shall comply with such additional conditions and
requirements as the ESOP Committee shall prescribe. The interest of any person
as Beneficiary shall automatically cease on his or her death and any further
payments from the Plan shall be made to the next successive or contingent
Beneficiary.


         (b)  A Participant may change his or her Beneficiary designation from time
to time, without the consent or knowledge of any previously designated
Beneficiary, by filing a new Beneficiary designation form with the ESOP
Committee in accordance with subsection (a).


         (c)  If a Participant dies without a designated Beneficiary surviving, the
person or persons in the following class of successive beneficiaries surviving,
any testamentary devise or bequest to the contrary notwithstanding, shall be
deemed to be the Participant’s Beneficiary: the Participant’s (1) spouse, (2)
children and issue of deceased children by right of representation, (3)
parents, (4) brothers and sisters and


-78-







 




issue of deceased brothers and sisters by right of representation, or (5)
executors or administrators. If no Beneficiary can be located during a period
of seven (7) years from the date of death, the Participant’s Account shall be
treated in the same manner as a forfeiture under section 7.3(a).


         (d)  Notwithstanding the foregoing provisions of this section, if a
Participant is married at the time of his or her death, such Participant shall
be deemed to have designated his or her surviving spouse as Beneficiary, unless
such Participant has filed a Beneficiary designation under subsection (a) and
such spouse has consented in writing to the election (acknowledging the effect
of the election and specifically acknowledging the nonspouse Beneficiary) and
such consent was witnessed by either the ESOP Committee (or its delegate) or a
notary public. Such consent shall not be required if the Participant does not
have a spouse or the spouse cannot be located. Such consent shall not be
required if the Participant is legally separated from his or her spouse or the
Participant has been abandoned (under applicable local law) and the Participant
has a court order to such effect, unless a Qualified Domestic Relations Order
provides otherwise. If the Participant’s spouse is legally incompetent to give
consent, the spouse’s legal guardian (even if the guardian is the Participant)
may give consent.


9.9 Lost Participant or Beneficiary.



         (a)  All Participants and Beneficiaries shall have the obligation to keep
the ESOP Committee informed of their current address until such time as all
benefits due have been paid.


         (b)  If any amount is payable to a Participant or Beneficiary who cannot be
located to receive such payment, such amount may, at the discretion of the ESOP
Committee, be forfeited; provided, however, that if such Participant or
Beneficiary subsequently claims the forfeited amount, it shall be reinstated
and paid to such Participant or Beneficiary. Such reinstatement may, in the
ESOP Committee’s sole


-79-







 




discretion, be made from contributions by one or more Adopting Employers,
forfeitures or Trust earnings, and shall be treated as a special allocation
that supersedes the normal allocation rules.


         (c)  If the ESOP Committee has not, after due diligence, located a
Participant or Beneficiary who is entitled to payment within three (3) years
after the Participant’s Severance from Service, then, at the discretion of the
ESOP Committee, such person may be presumed deceased for purposes of this Plan.
Any such presumption of death shall be final, conclusive and binding on all
parties.


9.10 Payments to Incompetents.



         If a Participant or Beneficiary entitled to receive any benefits hereunder
is adjudicated to be legally incapable of giving valid receipt and discharge
for such benefits, the benefits may be paid to the duly authorized personal
representative of such Participant or Beneficiary.


9.11 Offsets.



         Any transfers or payments made from a Participant’s Account to a person
other than the Participant pursuant to the provisions of this Plan shall reduce
the Participant’s Account and offset any amounts otherwise due to such
Participant. Such transfers or payments shall not be considered a forfeiture
for purposes of the Plan.


9.12 Income Tax Withholding.



         To the extent required by section 3405 of the Code, distributions and
withdrawals from the Plan shall be subject to federal income tax withholding.


9.13 Common Stock Dividend Distributions.



         With respect to any fiscal year of the Employer in which it is a C
corporation (as opposed to an S corporation) in accordance with section 404(k)
of the Code, cash dividends on Common Stock that has been allocated to
Participant Accounts may be


-80-







 




 distributed to Participants and Beneficiaries no later than ninety (90)
days after the close of the Plan Year in which the dividends are paid.


9.14 Distributions.



         (a)  Time of Distributions Due to Termination of Employment. Except as
provided in subsection (b) below, distribution of the Participant’s ESOP
Accounts will commence no later than one year after the end of the fifth Plan
Year following the Plan Year during which the Participant incurred a Severance
from Service, unless the Participant is reemployed before such time. If a
Participant’s ESOP Accounts include financed securities as described in section
409(o)(1)(B) of the Code, then such financed securities shall be deemed not to
be part of the Account until the Allocation Date of the Plan Year in which the
Acquisition Loan has been fully repaid.


         (b)  Time of Distributions Due to Retirement, Death or Disability. Upon a
Participant’s Severance from Service after attainment of Normal Retirement Age, Retirement, Disability or death, distribution of the Participant’s ESOP
Accounts will begin no later than one year after the Allocation Date of the
Plan Year in which the Participant’s Severance from Service after attainment of
Normal Retirement Age, Retirement, Disability or death occurs.


         (c)  Form of Payment. Except as otherwise provided herein, distributions
of vested Common Stock shall be made either in a lump sum or in substantially
equal, annual installments over a period not exceeding five (5) years (provided
that the period over which installments may be distributed may be extended an
additional year, up to an additional five (5) years, for each $145,000 or
fraction thereof by which the Participant’s Account exceeds $735,000 as
adjusted for increases in the cost of living pursuant to section 409(o)(2) of
the Code and that the selection of the option will be made by the ESOP
Committee pursuant to a uniform and nondiscriminatory policy; or


-81-







 



         (d)  If the Company is an S corporation, or if its Charter or Articles of
Incorporation and/or Bylaws restrict the ownership of substantially all
outstanding shares of Common Stock to current Employees and the Trust, the
distribution of a Participant’s Common Stock may be made entirely in cash
without granting the Participant the right to demand a distribution in Common
Stock. Alternatively, Common Stock may be distributed subject to the
requirement that it be immediately resold to the Company (or to the Trust)
under payment terms that comply with section 9.15.


9.15 Rights, Options and Restrictions on Common Stock.



         (a)  Right of First Refusal.


                  (1) Any Common Stock distributed by the Trust shall be subject to a right
of first refusal. The right of first refusal shall provide that, prior to any
subsequent transfer, the Common Stock must first be offered for purchase in
writing to the Company, and then to the Trust, at the then Current Market
Value.



                  (2) The Company and the Trust shall have a total of fourteen (14) days to
exercise the right of first refusal on the same terms offered by a prospective
buyer.



                  (3) The Company may require that a Participant entitled to a distribution
of Common Stock execute an appropriate stock transfer agreement evidencing the
right of first refusal prior to receiving a certificate for Common Stock. The
Board of Directors may establish any other reasonable procedures relating to
this right of first refusal.



         (b)  Put Option.


                  (1) The Company shall provide a put option for any Participant or
Beneficiary who receives a distribution of Common Stock. The put option shall
permit the Participant or Beneficiary to sell such Common Stock to the Company
at


-82-







 




any time during two option periods, at the then Current Market Value. The
Company may allow the Trust to purchase shares of Common Stock tendered to the
Company under such a put option.


                  (2) The first put option period shall be for at least sixty (60) days
beginning on the date of distribution. The second put option period shall be
for at least sixty (60) days beginning after the new determination of Current
Market Value (and notice to the Participant thereof) in the following Plan
Year.



                  (3) The payment for any Common Stock sold under such a put option shall be
made within thirty (30) days if the shares were distributed as part of an
installment distribution.



                  (4) If the shares were distributed in a lump-sum distribution, payment
shall begin within thirty (30) days and may be made in a lump-sum or in
substantially equal, annual installments over a period not exceeding five (5)
years, with adequate security provided and interest payable at a reasonable
rate on any unpaid installment balance, as determined by the Company.



                  (5) The provisions of this Section 9.15(b) shall apply only if the Company
is a C Corporation.



         (c) Restrictions on Common Stock. Common Stock held or distributed by the
Trust may include such legend restrictions on transferability as the Company
may reasonably require in order to assure compliance with applicable federal
and state securities laws. Except as otherwise provided in subsections (a) and
(b) above, no shares of Common Stock held or distributed by the Trustees may be
subject to a put, call or other option, or buy-sell or similar arrangement.
The provisions of this section 9.15 shall continue to apply to Common Stock
even if the Plan ceases to be an employee stock ownership plan under section
4975(e)(7) of the Code.


-83-







 


         (d)  Except as provided in subsections (a) or (b) or as otherwise required
by law, no Common Stock acquired with proceeds of an Acquisition Loan may be
subject to a put, call, or other option, buy-sell or similar arrangement, while
held by or when distributed from the Plan.


         (e)  The provisions of this section are non-terminable and shall continue
notwithstanding the repayment of any Acquisition Loan, the proceeds which were
used to acquire Common Stock, and notwithstanding the fact that the Plan ceases
to be an employee stock ownership plan.


9.16 Price Protection.



         Notwithstanding any other provision of this Plan to the contrary, any
Participant who:


         (a)  Had an ESOP Rollover Account as of the Closing Date;


         (b)  Was at least age 55 on the Closing Date; and


         (c)  During the five-year period immediately following the Closing Date
retires, on or after attaining age 60, incurs a Disability or dies, and
requests a lump sum distribution from the ESOP Component in conjunction with
such event, shall have the right to sell his shares distributed from the
Participant’s ESOP Rollover Account that were acquired on the Closing Date to
the Company at a value per share equal to the greater of:


                  (1) The original purchase price of a share of Common Stock as of the
Closing Date, and



                  (2) The then Current Market Value of the Common Stock.



This provision shall also apply if a Participant requests a lump sum
distribution, but the ESOP Committee, pursuant to its uniform,
nondiscriminatory policy for


-84-







 



processing distributions from the ESOP Accounts, converts a Participant’s
request for a lump sum distribution into installment payments.


ARTICLE X



Loans



10.1 Availability of Loans.



         Participants may borrow against all or a portion of the vested balance in
the Participant’s Account (“Available Loan Amount”), subject to the limitations
set forth in this ARTICLE and any applicable Loan policy adopted by the ESOP
Committee. Loans will be made available to all Participants on a reasonably
equivalent basis and will not be made available to Highly Compensated Employees
in an amount greater than the amount made available to other employees.
Participants who have incurred a Severance from Service will not be eligible
for a Plan loan.


         Effective for Plan loans made after December 31, 2001, Plan provisions
prohibiting loans for any owner-employee or a shareholder-employee shall cease
to apply.


10.2 Minimum Amount of Loan.



         No loan of less than five hundred dollars ($500) will be permitted.


10.3 Maximum Amount of Loan.



         No loan in excess of fifty percent (50%) of the Participant’s Available
Loan Amount balance will be permitted. In addition, limits imposed by the
Internal Revenue Code and any other requirements of applicable statute or
regulation will be applied. Under the current requirements of the Internal
Revenue Code, a loan cannot exceed the lesser of one-half (1/2) of the value
of the Participant’s Available Loan Amount balance or fifty thousand dollars
($50,000) reduced by the excess of (a) the highest outstanding balance of loans
by that Participant from the Plan during the one-year period ending on the day
before the date on which such loan was made over


-85-







 




(b) the outstanding balance of that Participant’s loans from the Plan on
the date on which such loan was made.


10.4 Effective Date of Loans.



         Loans will be effective as specified in the ESOP Committee’s rules then in
effect.


10.5 Repayment Schedule.



         The Participant may select a repayment schedule of one, two, three, four
or five (1, 2, 3, 4 or 5) years. If the loan is used to acquire any dwelling
which, within a reasonable time is to be used (determined at the time the loan
is made) as the principal residence of the Participant, the repayment period
may be extended up to fifteen (15) years at the election of the Participant.
All repayments will be made through payroll deductions in accordance with the
loan agreement executed at the time the loan is made, except that, in the event
of the sale of all or a portion of the business of the Employer or one of the
Adopting Employers, or other unusual circumstances, the ESOP Committee, through
uniform and equitable rules, may establish other means of repayment. The loan
agreement will permit repayment of the entire outstanding balance in one
lump-sum and the repayment of any portion of the outstanding balance at any
time (with appropriate adjustment to the remaining payment schedule as
determined by the ESOP Committee, in its sole discretion, on a uniform and
nondiscriminatory basis). The repayment schedule shall provide for
substantially level amortization of the loan. Loan repayments will be
suspended under this Plan as permitted under section 414(u) of the Code and as
required to comply with an order issued in a bankruptcy proceeding.


10.6 Limit on Number of Loans.



         Except as otherwise provided herein, no more than two (2) loans may be
outstanding at any time. If a Participant has more than two (2) loans
outstanding on account of a transfer of assets from another plan in accordance
with section 4.6, the Participant may not obtain a new loan until he or she has
less than two (2) loans


-86-







 




 outstanding. The ESOP Committee may, notwithstanding the foregoing
provisions, alter the requirements of this Section 10.6, or Sections 10.2 or
10.5.


10.7 Interest Rate.



         The interest rate for a loan pursuant to this ARTICLE will be equal to the
prime rate published in The Wall Street Journal on the first business day in
each calendar quarter and such rate will apply to loans which are made at any
time during each respective calendar quarter.


10.8 Effect Upon Participant’s Account.



         Upon the granting of a loan to a Participant by the ESOP Committee, the
allocations in the Participant’s Available Loan Amount Accounts to the
respective investment funds will be reduced on a pro rata basis and replaced by
the loan balance which will be designated as an asset in the Account. Such
reduction shall be effected by reducing the Participant’s Available Loan Amount
Account in the following sequence, with no reduction of the succeeding Accounts
until prior Accounts have been exhausted by the loan: Non ESOP Elective
Deferral Account; Non ESOP Rollover Contribution Account; Non ESOP Matching
Account; Non ESOP Profit Sharing Account; ESOP Elective Deferral Account; ESOP
Rollover Account; ESOP Matching Account; and ESOP Profit Sharing Account. Upon
repayment of the principal and interest, the loan balance will be reduced, the
Participant Available Loan Amount Accounts will be increased in the reverse
order in which they were exhausted by the loan, and the loan payments will be
allocated to the respective investment funds in accordance with the investment
election then in effect.


10.9 Effect of Severance From Service and Nonpayment.



         In the event that a loan remains outstanding upon the Severance from
Service of a Participant, the Participant will be given the option of
continuing to repay the outstanding loan if he does not withdraw the Account.
In any case where payments on the outstanding loan are not made within ninety
(90) days of the Participant’s Severance from Service Date, the amount of any
unpaid principal will be deducted from the Participant’s Available Loan Amount
Account and reported as a distribution.


-87-







 


If, as a result of layoff or Authorized Leave of Absence, a Participant,
although still in a Period of Service, is not being compensated through the
Employer’s payroll system, loan payments will be suspended until the earliest
of the first pay date after the Participant returns to active employment with
the Employer, the Participant’s Severance from Service Date, or the expiration
of twelve (12) months from the date of the suspension. In the event the
Participant does not return to active employment with the Employer, the
Participant will be given the option of continuing to repay the outstanding
loan. If the Participant fails to resume payments on the loan, the amount of
any unpaid principal will be deducted from the Participant’s Available Loan
Amount Account and reported as a distribution. If a Participant, who is still
in a Period of Service and is being compensated through the Employer’s payroll
system, has loan repayments suspended for more than ninety (90) days pursuant
to an order issued in a bankruptcy proceeding, the amount of any unpaid
principal will be deducted from the Participant’s Available Loan Amount Account
and reported as a distribution. In no event, however, shall the portion of a
loan attributable to a Participant’s Elective Deferral Account be deducted
earlier than the date on which the Participant (i) incurs a Severance from
Service, or (ii) attains age fifty-nine and one-half (59 1/2).


ARTICLE XI



Contribution and Benefit Limitations



11.1 Contribution Limits.



         (a)  For Limitation Years beginning after December 31, 2001, the Annual
Additions that may be allocated to a Participant’s Account for any Limitation
Year shall not exceed the lesser of:


                  (1) forty thousand dollars ($40,000); or



                  (2) one hundred percent (100%) of the Participant’s Compensation for that
Limitation Year.


-88-







 




         (b)  For Limitation Years beginning before January 1, 2002, the Annual
Additions that may be allocated to a Participant’s Account for any Limitation
Year shall not exceed the lesser of:


                  (1) thirty thousand dollars ($30,000); or



                  (2) twenty-five percent (25%) of the Participant’s Compensation for that
Limitation Year.



         (c)  If the Employer maintains any other Defined Contribution Plans then
the limitations specified in this section shall be computed with reference to
the aggregate Annual Additions for each Participant from all such Defined
Contribution Plans.


         (d)  If the Annual Additions for a Participant would exceed the limits
specified in this section, then the Annual Additions under this Plan for that
Participant shall be reduced to the extent necessary to prevent such limits
from being exceeded. Such reduction shall be made in accordance with section
11.3.


11.2 Annual Adjustments to Limits.



         The dollar limitation for Annual Additions shall be adjusted for
cost-of-living to the extent permitted under section 415(d) of the Code.


11.3 Excess Amounts.



         (a)  The foregoing limits shall be limits on the allocation that may be
made to a Participant’s Account in any Limitation Year. If an excess Annual
Addition would otherwise result from an allocation of forfeitures, reasonable
errors in determining Compensation or other comparable reasons, then the ESOP
Committee may take any (or all) of the following steps to prevent the excess
Annual Additions from being allocated:


                  (1) return any contributions from the Participant, as long as such return
is nondiscriminatory;


-89-







 




                  (2) hold the excess amounts unallocated in a suspense account and apply
the balance of the suspense account against Matching, Qualified Nonelective or
Profit Sharing Contributions for that Participant made in succeeding years;



                  (3) hold the excess amounts unallocated in a suspense account and apply
the balance of the suspense account against succeeding year Matching, Qualified
Nonelective or Profit Sharing Contributions;



                  (4) reallocate the excess amounts to other Participants.



         (b)  Any suspense account established under this section shall not be
credited with income or loss unless otherwise directed by the ESOP Committee.
If a suspense account under this section is to be applied in a subsequent
Limitation Year, then the amounts in the suspense account shall be applied
before any Annual Additions (other than forfeitures) are made for such
Limitation Year.


         (c)  The following terms used in this Section 11 shall have the following
meanings specified:


                  (1) Annual Addition. The sum for any Limitation Year of additions (not
including Rollover Contributions) to a Participant’s Account as a result of:



(A)  Profit Sharing Contributions (including Matching Contributions, Qualified
Nonelective Contributions and Elective Deferrals);


(B)  Employee contributions;


(C)  forfeitures; and


(D)  amounts described in Code sections 415(l)(1) and 419A(d)(2).


                  (2) Defined Contribution Plan. A plan qualified under section 401(a) of
the Code that provides an individual account for each Participant and benefits
based solely on the amount contributed to the Participant’s Account, plus any
income,


-90-







 




expenses, gains and losses, and forfeitures of other Participants which
may be allocated to such Participant’s account.


                  (3) Limitation Year. The Plan Year, until the Employer adopts a different
Limitation Year.



ARTICLE XII



Top-Heavy Rules



12.1 General.



         This ARTICLE shall only be applicable if the Plan becomes a Top-Heavy Plan
under section 416 of the Code. If the Plan does not become a Top-Heavy Plan,
then none of the provisions of this ARTICLE shall be operative. The provisions
of this ARTICLE shall be interpreted and applied in a manner consistent with
the requirements of section 416 of the Code and the regulations thereunder.


12.2 Vesting.



         (a)  If the Plan becomes a Top-Heavy Plan, then amounts in a Participant’s
Account attributable to Profit Sharing Contributions shall be vested in
accordance with ARTICLE VII. This section shall only apply to Participants who
have at least One Hour of Service after the Plan becomes a Top-Heavy Plan.


         (b) If the Plan ceases to be a Top-Heavy Plan then subsection (b) shall no
longer be applicable; provided, however, that in no event shall the vested
percentage of any Participant be reduced by reason of the Plan ceasing to be a
Top-Heavy Plan. Subsection (b) shall nevertheless continue to apply for any
Participant who was previously covered by it and who has at least three (3)
Years of Top-Heavy Service.


-91-







 


12.3 Minimum Contribution.



         (a)  For each Plan Year that the Plan is a Top-Heavy Plan, the Adopting
Employers shall make a contribution to be allocated directly to the Account of
each Non-Key Employee.


         (b)  The amount of the contribution (and forfeitures) required to be
contributed and allocated for a Plan Year by this section is three percent (3%)
of the Top-Heavy Compensation for that Plan Year of each Non-Key Employee who
is both a Participant and an Employee on the last day of the Plan Year for
which the contribution is made, with adjustments as provided herein. If the
contributions (other than Rollover Contributions) allocated to the Accounts of
each Key Employee for a Plan Year are less than three percent (3%) of his or
her Top-Heavy Compensation, then the contribution required by the preceding
sentence shall be reduced for that Plan Year to the same percentage of
Top-Heavy Compensation that was allocated to the Account of the Key Employee
whose Account received the greatest allocation of contributions (other than
Rollover Contributions) for that Plan Year, when computed as a percentage of
Top-Heavy Compensation.


         (c) The contribution required by this section shall be reduced for a Plan
Year to the extent of any contributions made and allocated under this Plan (as
permitted under section 416 of the Code and the regulations thereunder). In
addition, to the extent a Participant participates in any other plans of the
Employer for a Plan Year, the contribution required by this section shall be
reduced by any contributions allocated or benefits accrued under any such
plans. Elective Deferrals shall be treated as if they were contributions for
purposes of determining any minimum contributions required under subsection
(b). For Plan Years beginning after December 31, 2001, the contribution
required by this section shall be reduced to the extent of any matching
contributions under this Plan or any other plan of the Employer.


-92-







 


12.4 Definitions.



         (a)  The following terms shall have the meanings specified herein:


                  (1) Aggregated Plans.



(A)  The Plan, any plan that is part of a “required aggregation group” and any
plan that is part of a “permissive aggregation group” that the Adopting
Employers treat as an Aggregated Plan.


(B)  The “required aggregation group” consists of each plan of the Adopting
Employers in which a Key Employee participates (in the Plan Year containing the
Determination Date or any of the four (4) preceding Plan Years) and each other
plan of the Adopting Employers which enables any plan of the Adopting Employers
in which a Key Employee participates to meet the requirements of section
401(a)(4) or section 410(b) of the Code. Also included in the required
aggregation group shall be any terminated plan that covered a Key Employee and
was maintained within the five (5) year period ending on the Determination
Date.


(C)  The “permissive aggregation group” consists of any plan not included in the
“required aggregation group” if the Aggregated Plan described in subparagraph
(A) above would continue to meet the requirements of section 401(a)(4) and 410
of the Code with such additional plan being taken into account.


                  (2) Determination Date. The last day of the preceding Plan Year, or, in
the case of the first plan year of any plan, the last day of such plan year.
The computations made on the Determination Date shall utilize information from
the immediately preceding Valuation Date.



                  (3) Key Employee.



(A)  For Plan Years beginning after December 31, 2001, an Employee or former
Employee (including any deceased Employee) who at any time during the Plan Year


-93-







 




that includes the Determination Date was an officer of one of the Adopting
Employers having annual Top-Heavy Compensation for the Plan Year greater than
one hundred thirty thousand dollar ($130,000) (as adjusted under section
416(i)(l) of the Code for Plan Years beginning after December 31, 2002), a five
percent (5%) owner of one of the Adopting Employers, or a one percent (1%)
owner of one of the Adopting Employers having annual Top-Heavy Compensation of
more than one hundred fifty thousand dollars ($150,000). The determination of
who is a Key Employee will be made in accordance with section 416(i)(l) of the
Code and the applicable regulations and other guidance of general applicability
issued thereunder.


(B)  For Plan Years beginning before January 1, 2002, an Employee (or former
Employee) who, at any time during the Plan Year containing the Determination
Date or any of the four (4) preceding Plan Years, is:



	 	(i)	 	An
officer of one of the Adopting Employers
with annual Top-Heavy Compensation for
the Plan Year greater than fifty percent
(50%) of the amount in effect under
section 415(b)(1)(A) of the Code for the
calendar year in which that Plan Year
ends;
	 
	 	(ii)	 	one
of the ten (10) Employees owning (or
considered as owning under section 318
of the Code) the largest interest in one
of the Adopting Employers, who has more
than one-half of one percent (.5%)
interest in such Adopting Employer, and
who has annual Top-Heavy Compensation
for the Plan Year at least equal to the
maximum dollar limitation under section
415(c)(1)(A) of the Code



-94-







 





	 	 	 	for the calendar year in which that
Plan Year ends;
	 
	 	(iii)	 	a
five percent (5%) or greater shareholder
in one of the Adopting Employers; or
	 
	 	(iv)	 	a one
percent (1%) shareholder in one of the
Adopting Employers with annual Top-Heavy
Compensation from the Adopting Employer
of more than one hundred fifty thousand
dollars ($150,000).



(C)  For purposes of paragraphs (3)(B)(iii) and (3)(B)(iv), the rules of section
414(b), (c) and (m) of the Code shall not apply. Beneficiaries of an Employee
shall acquire the character of such Employee and inherited benefits will retain
the character of the benefits of the Employee who performed services.


                  (4) Non-Key Employee. Any Employee who is not a Key Employee.



                  (5) Super Top-Heavy Plan. A Top-Heavy Plan in which the sum of the
present value of the cumulative accrued benefits and accounts for Key Employees
exceeds ninety percent (90%) of the comparable sum determined for all
Employees. The foregoing determination shall be made in the same manner as the
determination of a Top-Heavy Plan under this section.



                  (6) Top-Heavy Compensation. The term Top-Heavy Compensation shall have
the same meaning as the term Compensation has under section 2.34.



                  (7) Top-Heavy Plan. The Plan is a Top-Heavy Plan for a Plan Year if, as
of the Determination Date for that Plan Year, the sum of (i) the present value
of the cumulative accrued benefits for Key Employees under all Defined Benefit
Plans that


-95-







 




are Aggregated Plans and (ii) the aggregate of the accounts of Key
Employees under all Defined Contribution Plans that are Aggregated Plans
exceeds sixty percent (60%) of the comparable sum determined for all Employees.
For purposes of determining whether the Plan is top-heavy, a Participant’s
accrued benefit in a defined benefit plan will be determined under a uniform
accrual method which applies in all defined benefit plans maintained by the
Employer or, where there is no such method, as if such benefit accrued not more
rapidly than the slowest rate of accrual permitted under the fractional rule of
section 411(b)(1)(C) of the Code.


                  (8) Years of Top-Heavy Service. The Period of Service with the Adopting
Employers that might be counted under section 411(a) of the Code, disregarding
all service that may be disregarded under section 411(a)(4) of the Code.



         (b)  The definitions in this section and the provisions of this ARTICLE
shall be interpreted in a manner consistent with section 416 of the Code.


12.5 Special Rules.



         (a)  (1) For Plan Years beginning before January 1, 2002, for purposes of
determining the present value of the cumulative accrued benefit for any
Participant or the amount of the Account of any Participant, such present value
or amount shall be increased by the aggregate distributions made with respect
to such Participant under the Plan during the Plan Year that includes the
Determination Date and the four (4) preceding Plan Years (if such amounts would
otherwise have been omitted).


                  (2) For Plan Years beginning after December 31, 2001, for purposes of
determining the present value of the cumulative accrued benefit for any
Participant or the amount of the Account of any Participant, such present value
or amount shall be increased by the aggregate distributions made with respect
to such Participant under the Plan during the one (1) year period ending on the
Determination Date. The
preceding sentence shall also apply to distributions under a terminated
plan which,


-96-







 




had it not been terminated, would have been aggregated with the
Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution
made for a reason other than separation from service, death, or disability,
this subsection (2) shall be applied by substituting “five (5) year period” for
“one (1) year period.”


         (b)  (1) In the case of unrelated rollovers and transfers, the plan making
the distribution or transfer is to count the distribution as a distribution
under section 416(g)(3) of the Code. For this purpose, rollovers and transfers
are to be considered unrelated if they are both initiated by the Employee and
made from a plan maintained by one employer to a plan maintained by another
employer.


                  (2) In the case of related rollovers and transfers, the plan making the
distribution or transfer is not to count the distribution or transfer under
section 416(g)(3) of the Code, and the plan accepting the rollover or transfer
counts the rollover or transfer in the present value of the accrued benefits.
For this purpose, rollovers and transfers are to be considered related if they
are not unrelated under subsection (b)(1).



         (c)  If any individual is a Non-Key Employee with respect to any plan for
any Plan Year, but such individual was a Key Employee with respect to such plan
for any prior Plan Year, any accrued benefit for such Employee (and the account
of such Employee) shall not be taken into account.


         (d)  Beneficiaries of Key Employees and former Key Employees are considered
to be Key Employees and Beneficiaries of Non-Key Employees and former Non-Key
Employees are considered to be Non-Key Employees.


         (e) (1) For Plan Years beginning before January 1, 2002, the accrued
benefit of an Employee who has not performed any service for the Adopting
Employer
maintaining the Plan at any time during the five (5) year period ending on
the Determination Date is excluded from the calculation to determine
top-heaviness.


-97-







 


However, if an Employee performs no services, such Employee’s
total accrued benefit is included in the calculation for top-heaviness.


                  (2) For Plan Years beginning after December 31, 2001, the accrued benefit
of an Employee who has not performed any service for the Adopting Employer
maintaining the Plan at any time during the one (1) year period ending on the
Determination Date is excluded from the calculation to determine top-heaviness.



ARTICLE XIII



The Trust Fund



13.1 Trust.



         During the period in which this Plan remains in existence, the Company or
any successor thereto shall maintain in effect a Trust with a corporation
and/or an individual(s) as Trustee, to hold, invest, and distribute the Trust
Fund in accordance with the terms of such Trust. The Trustee shall be
appointed by the Board of Directors.


13.2 Investment of Accounts.



         The Trustee shall invest and reinvest the Participant’s accounts in the
investment options available under the Plan in accordance with ARTICLE V, as
directed by the ESOP Committee or its delegate. The ESOP Committee shall issue
such directions in accordance with the investment options selected by the
Participants which shall remain in force until altered in accordance with
Article V.


13.3 Expenses.



         Expenses of the Plan and Trust shall be paid from the Trust or by the
Company, if the Company in its discretion so chooses.


-98-







 


ARTICLE XIV



Administration of The Plan



14.1 General Administration.



         The general administration of the Plan shall be the responsibility of the
ESOP Committee which shall be the named Fiduciary for purposes of ERISA. The
ESOP Committee shall have the authority, in its sole discretion, to construe
the terms of the Plan and to make determinations as to eligibility for benefits
and as to other issues within the “Responsibilities of the ESOP Committee”
described in this ARTICLE. All such determinations of the ESOP Committee shall
be conclusive and binding on all persons.


14.2 Responsibilities of the ESOP Committee.



         Except as otherwise provided in ERISA, the ESOP Committee (and any other
named Fiduciaries) may allocate any duties and responsibilities under the Plan
and Trust among themselves in any mutually agreed upon manner. Such allocation
shall be in a written document signed by the ESOP Committee (and any other
named Fiduciaries) and shall specifically set forth this allocation of duties
and responsibilities, which may include the following:


         (a)  Determination of all questions which may arise under the Plan with
respect to questions of fact and law, including without limitation eligibility
for participation, administration of Accounts, membership, vesting, loans,
withdrawals, accounting, status of Accounts, stock ownership and voting rights,
and any other issue requiring interpretation or application of the Plan.


         (b) Establishment of procedures required by the Plan, such as notification
to Employees as to joining the Plan, selecting and changing investment options,
suspending deferrals, exercising voting rights in stock, withdrawing and
borrowing Account balances, designation of Beneficiaries, election of method of
distribution, and any other matters requiring a uniform procedure.


-99-







 


         (c)  Submission of necessary amendments to supplement omissions from the
Plan or reconcile any inconsistency therein.


         (d)  Filing appropriate reports with the government as required by law.


         (e)  Appointment of Recordkeepers and investment managers.


         (f)  Review at appropriate intervals of the performance of the Trustee and
such investment managers as may have been designated.


         (g)  Appointment of such additional Fiduciaries as deemed necessary for the
effective administration of the Plan, such appointments to be by written
instrument.


14.3 Liability for Acts of Other Fiduciaries.



         Each Fiduciary shall be responsible only for the duties allocated or
delegated to said Fiduciary, and other Fiduciaries shall not be liable for any
breach of fiduciary responsibility with respect to any act or omission of any
other Fiduciary unless:


         (a)  The Fiduciary knowingly participates in or knowingly attempts to
conceal the act or omission of such other Fiduciary and knows that such act or
omission constitutes a breach of fiduciary responsibility by the other
Fiduciary;


         (b)  The Fiduciary has knowledge of a breach of fiduciary responsibility by
the other Fiduciary and has not made reasonable efforts under the circumstances
to remedy the breach; or


         (c) The Fiduciary’s own breach of his or her specific fiduciary
responsibilities has enabled another Fiduciary to commit a breach. No
Fiduciary shall be liable for any acts or omissions which occur prior to his or
her assumption of Fiduciary status or after his or her termination from such
status.


-100-







 


14.4 Employment by Fiduciaries.



         Any Fiduciary hereunder may employ, with the written approval of the ESOP
Committee, one or more persons to render service with regard to any
responsibility which has been assigned to such Fiduciary under the terms of the
Plan including legal, tax, or investment counsel and may delegate to one or
more persons any administrative duties (clerical or otherwise) hereunder.


14.5 Recordkeeping.



         The ESOP Committee shall keep or cause to be kept any necessary data
required for determining the Account status of each Participant. In compiling
such information, the ESOP Committee may rely upon its employment records,
including representations made by the Participant in the employment application
and subsequent documents submitted by the Participant to the Employer. The
Trustee shall be entitled to rely upon such information when furnished by the
ESOP Committee or its delegate. Each Employee shall be required to furnish the
ESOP Committee upon request and in such form as prescribed by the ESOP
Committee, such personal information, affidavits and authorizations to obtain
information as the ESOP Committee may deem appropriate for the proper
administration of the Plan, including but not limited to proof of the
Employee’s date of birth and the date of birth of any person designated by a
Participant as a Beneficiary.


14.6 Claims Review Procedure.



         (a)  Except as otherwise provided in this section 14.6, the ESOP Committee
shall make all determinations as to the right of any person to Accounts under
the Plan. Any such determination shall be made pursuant to the following
procedures, which shall be conducted in a manner designed to comply with
section 503 of ERISA:


                  (1) Step 1. Claims with respect to an Account should be filed by a
claimant as soon as practicable after the claimant knows or should know that a
dispute has arisen with respect to an Account, but at least thirty (30) days
prior to the claimant’s actual retirement date or, if applicable, within sixty
(60) days after the


-101-







 




death, Disability or Severance from Service of the
Participant whose Account is at issue, by mailing a copy of the claim to the
ESOP Committee.


                  (2) Step 2. In the event that a claim with respect to an Account is
wholly or partially denied by the ESOP Committee, the ESOP Committee shall,
within ninety (90) days following receipt of the claim, so advise the claimant
in writing setting forth: the specific reason or reasons for the denial;
specific reference to pertinent Plan provisions on which the denial is based; a
description of any additional material or information necessary for the
claimant to perfect the claim; an explanation as to why such material or
information is necessary; and an explanation of the Plan’s claim review
procedure.



                  (3) Step 3. Within sixty (60) days following receipt of the denial of a
claim with respect to an Account, a claimant desiring to have the denial
appealed shall file a request for review by an officer of the Company or a
benefit appeals committee, as designated by the ESOP Committee, by mailing a
copy thereof to the address shown in subsection (a)(1); provided, however, that
such officer or any member of such benefit appeals committee, as applicable,
may not be the person who made the initial adverse benefits determination nor a
subordinate of such person.



                  (4) Step 4. Within thirty (30) days following receipt of a request for
review, the designated officer or benefit appeals committee shall provide the
claimant a further opportunity to present his or her position. At the
designated officer or benefit appeals committee’s discretion, such presentation
may be through an oral or written presentation. Prior to such presentation,
the claimant shall be permitted the opportunity to review pertinent documents
and to submit issues and comments in
writing. Within a reasonable time following presentation of the
claimant’s position, which usually should not exceed thirty (30) days, the
designated officer or benefit appeals committee shall inform the claimant in
writing of the decision on review setting forth the reasons for such decision
and citing pertinent provisions in the Plan.


-102-







 




         (b)  Except as otherwise provided in subsection (a), the ESOP Committee is
the Fiduciary to whom the Plan grants full discretion, with the advice of
counsel: to interpret the Plan; to determine whether a claimant is eligible
for benefits; to decide the amount, form and timing of benefits; and to resolve
any other matter under the Plan which is raised by a claimant or identified by
the ESOP Committee, including but not limited to factual determinations. All
questions arising from or in connection with the provisions of the Plan and its
administration, not herein provided to be determined by the Board of Directors,
shall be determined by the ESOP Committee, and any determination so made shall
be conclusive and binding upon all persons affected thereby. Claims for
Disability Benefits shall be determined under the final Department of Labor
claims procedure regulations (DOL Reg. §2560.503-1) which are hereby
incorporated by reference.


14.7 Indemnification of Directors and Employees.



         The Adopting Employers shall indemnify any Fiduciary who is a director,
officer or Employee of the Employer, his or her heirs and legal
representatives, against all liability and reasonable expense, including
counsel fees, amounts paid in settlement and amounts of judgments, fines or
penalties, incurred or imposed upon him in connection with any claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of acts or omissions in his or her capacity as a Fiduciary hereunder,
provided that such act or omission is not the result of gross negligence or
willful misconduct. The Adopting Employers may indemnify other Fiduciaries,
their heirs and legal representatives, under the circumstances, and subject to
the limitations set forth in the preceding sentence, if such indemnification is
determined by the Board of Directors to be in the best interests of the
Adopting Employers.


14.8 Immunity from Liability.



         Except to the extent that section 410(a) of ERISA prohibits the granting
of immunity to Fiduciaries from liability for any responsibility, obligation,
or duty imposed under Title I, Subtitle B, Part 4, of said Act, an officer,
Employee, member


-103-







 




of the Board of Directors of the Employer or other person
assigned responsibility under this Plan shall be immune from any liability for
any action or failure to act except such action or failure to act which results
from said officer’s, Employee’s, Participant’s or other person’s own gross
negligence or willful misconduct.


ARTICLE XV



Amendment Or Termination Of Plan



15.1 Right to Amend or Terminate Plan.



         The Company reserves the right at any time or times, by action of the
Board of Directors, to modify, amend or terminate the Plan in whole or in part,
in which event a certified copy of the resolution of the Board of Directors,
authorizing such modification, amendment or termination shall be delivered to
the Trustee and to the other Adopting Employers whose Employees are covered by
this Plan, provided, however, that no amendment to the Plan shall be made which
shall:


         (a)  reduce any vested right or interest to which any Participant or
Beneficiary is then entitled under this Plan or otherwise reduce the vested
rights of a Participant in violation of section 411(d)(6) of the Code;


         (b)  vest in the Adopting Employers any interest or control over any assets
of the Trust;


         (c)  cause any assets of the Trust to be used for, or diverted to, purposes
other than for the exclusive benefit of Participants and their Beneficiaries;
or


         (d)  change any of the rights, duties or powers of the Trustee without its
written consent.


         (e)  Notwithstanding the foregoing provisions of this section or any other
provisions of this Plan, any modification or amendment of the Plan may be made


-104-







 




retroactively if necessary or appropriate to conform the Plan with, or to
satisfy the conditions of, ERISA, the Code, or any other law, governmental
regulation or ruling.


In the alternative, subject to the conditions prescribed in subsections (a)
through (e), the Plan may be amended by any officer of the Company to whom
authority to amend the Plan is delegated by the Board of Directors, provided,
however, that any such amendment does not, in the view of such officer,
materially increase costs of the Plan to the Company or any Adopting Employer.


15.2 Amendment to Vesting Schedule.



         Any amendment that modifies the vesting provisions of ARTICLE VII shall
either:


         (a)  provide for a rate of vesting that is at least as rapid for any
Participant as the vesting schedule previously in effect; or


         (b)  provide that any adversely affected Participant with a Period of
Service of at least three (3) years may elect, in writing, to remain under the
vesting schedule in effect prior to the amendment. Such election must be made
within sixty (60) days after the later of the:


                  (1) adoption of the amendment;



                  (2) effective date of the amendment; or



                  (3) issuance by the ESOP Committee of written notice of the amendment.



15.3 Maintenance of Plan.



         The Adopting Employers have established the Plan with the bona fide
intention and expectation that they will be able to make contributions
indefinitely, but
the Adopting Employers are not and shall not be under any obligation or
liability


-105-







 




whatsoever to continue contributions or to maintain the Plan for any
given length of time.


15.4 Termination of Plan and Trust.



         The Plan and Trust hereby created shall terminate upon the occurrence of
any of the following events:


         (a)  Delivery to the Trustee of a notice of termination executed by the
Company specifying the date as of which the Plan and Trust shall terminate; or


         (b)  Adjudication of the Company as bankrupt or general assignment by the
Company to or for the benefit of creditors or dissolution of the Company.


Upon termination of this Plan, or permanent discontinuance of contributions
hereunder, with or without written notification, the rights of each Participant
to the amounts credited to that Participant’s Account at such time shall be
fully vested and nonforfeitable. In the event a partial termination of the
Plan is deemed to have occurred, each Participant affected shall be fully
vested in and shall have a nonforfeitable right to the amounts credited to that
Participant’s Account with respect to which the partial termination occurred.


15.5 Distribution on Termination.



         (a)  (1) If the Plan is terminated, or contributions permanently
discontinued, an Adopting Employer, at its discretion, may (at that time or at
any later time) direct the Trustee to distribute the amounts in a Participant’s
Account in accordance with the distribution provisions of the Plan. Such
distribution shall, notwithstanding any prior provisions of the Plan, be made
in a single lump-sum without the Participant’s consent as to the timing of such
distribution. If, however, an Adopting Employer (or an Affiliate) maintains
another defined contribution plan (other than an employee stock ownership
plan), then the preceding sentence shall not apply and the Adopting Employer,
at its discretion, may direct such distributions to be made as a direct


-106-







 




transfer to such other plan without the Participant’s consent, if the
Participant does not consent to an immediate distribution.


                  (2) If an Adopting Employer does not direct distribution under paragraph
(1), each Participant’s Account shall be maintained until distributed in
accordance with the provisions of the Plan (determined without regard to this
section) as though the Plan had not been terminated or contributions
discontinued.



         (b)  If the ESOP Committee determines that it is administratively
impracticable to make distributions under this section in cash or that it would
be in the Participant’s best interest to make some or all of the distributions
with in-kind property, it shall offer all Participants and Beneficiaries
entitled to a distribution under this section a reasonable opportunity to elect
to receive a distribution of the in-kind property being distributed by the
Trust. Those Participants and Beneficiaries so electing shall receive a
proportionate share of such in-kind property in the form (outright, in trust or
in partnership) that the ESOP Committee determines will provide the most
feasible method of distribution.


         (c)  (1) Amounts attributable to elective contributions shall only be
distributable by reason of this section if one of the following is applicable:


(A)  the Plan is terminated without the establishment or maintenance of another
defined contribution plan (other than an employee stock ownership plan);


(B)  an Adopting Employer has a sale or other disposition to an unrelated
corporation of substantially all of the assets used by the Adopting Employer in
a trade or business of the Adopting Employer with respect to an Employee who
continues employment with the corporation acquiring such assets; or


(C) an Adopting Employer has a sale or other disposition to an unrelated entity
of the Adopting Employer’s interest in a subsidiary with respect to an Employee
who continues employment with such subsidiary.


-107-







 


                  (2) For purposes of this subsection, the term “elective contributions”
means employer contributions made to the Plan that were subject to a cash or
deferred election under a cash or deferred arrangement.



                  (3) Elective contributions are distributable under subsections (c)(1)(B)
and (C) above only if the Adopting Employers continue to maintain the Plan
after the disposition.



ARTICLE XVI



Additional Provisions



16.1 Effect of Merger, Consolidation or Transfer.



         In the event of any merger or consolidation with or transfer of assets or
liabilities to any other plan or to this Plan, each Participant of the Plan
shall be entitled to a benefit immediately after the merger, consolidation or
transfer, which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation or
transfer (if the Plan had been terminated).


16.2 No Assignment.



         (a)  Except as provided herein, the right of any Participant or Beneficiary
to any benefit or to any payment hereunder shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind.


         (b)  Subsection (a) shall not apply to any payment or transfer permitted by
the Internal Revenue Service pursuant to regulations issued under section
401(a)(13) of the Code.


         (c) Subsection (a) shall not apply to any payment or transfer pursuant to
a Qualified Domestic Relations Order.


-108-







 


         (d)  Subsection (a) shall not apply to any payment or transfer to the Trust
in accordance with section 401(a)(13)(C) of the Code to satisfy the
Participant’s liabilities to the Plan or Trust in any one or more of the
following circumstances:


                  (1) the Participant is convicted of a crime involving the Plan;



                  (2) a civil judgment (or consent order or decree) in an action is brought
against the Participant in connection with an ERISA fiduciary violation; or



                  (3) the Participant enters into a settlement agreement with the Department
of Labor over an ERISA fiduciary violation.



16.3 Limitation of Rights of Employees.



         This Plan is strictly a voluntary undertaking on the part of the Adopting
Employers and shall not be deemed to constitute a contract between any of the
Adopting Employers and any Employee, or to be a consideration for, or an
inducement to, or a condition of the employment of any Employee. Nothing
contained in the Plan shall be deemed to give any Employee the right to be
retained in the service of any of the Adopting Employers or shall interfere
with the right of any of the Adopting Employers to discharge or otherwise
terminate the employment of any Employee of an Adopting Employer at any time.
No Employee shall be entitled to any right or claim hereunder except to the
extent such right is specifically fixed under the terms of the Plan.


16.4 Construction.



         The provisions of this Plan shall be interpreted and construed in
accordance with the requirements of the Code and ERISA. Any amendment or
restatement of the Plan or Trust that would otherwise violate the requirements
of section 411(d)(6) of the Code or otherwise cause the Plan or Trust to cease
to be qualified under section
401(a) of the Code shall be deemed to be invalid. Capitalized terms shall
have meanings as defined herein. Singular nouns shall be read as plural,
masculine pronouns shall be read as feminine and vice versa, as appropriate.
References to


-109-







 




“section” or “ARTICLE” shall be read as references to appropriate
provisions of this Plan, unless otherwise indicated.


16.5 Company Determinations.



         Any determinations, actions or decisions of the Company (including but not
limited to, Plan amendments and Plan termination) shall be made by its Board of
Directors in accordance with its established procedures or by such other
individuals, groups or organizations that have been properly delegated by the
Board of Directors to make such determination or decision.


16.6 Continued Qualification.



         This Plan is established with the intent that it shall qualify under
sections 401(a), 401(k) and 4975(e)(7) of the Code as those sections exist at
the time the Plan is amended and restated. If the Internal Revenue Service
determines that the Plan does not meet those requirements, the Plan shall be
amended retroactively as necessary to correct any such inadequacy.


16.7 Governing Law.



         This Plan shall be governed by, construed and administered in accordance
with ERISA and any other applicable federal law; provided, however, that to the
extent not preempted by federal law, this Plan shall be governed by, construed
and administered under the laws of the State of Delaware, other than its laws
respecting choice of law.


-110-







 


         IN WITNESS WHEREOF, the Company, on behalf of the Adopting Employers, has
caused this amended and restated Plan to be executed by a duly authorized
officer this 31 day of May, 2002.



	 	 	 	 	 
		 	
BEAGLE HOLDINGS, INC.
	 
	



	 	
By:
	 	/s/ Bahman Atefi



President and Chief Executive Officer



Title
	 
	



	 	
By:
	 	/s/ Stacy Mendler



Senior Vice President



Title



-111-







 



Exhibit A

Adopting Employers and

Special Plan Provisions for Certain Adopting Employers




 







 





Exhibit B



Special Withdrawal and Distribution Provisions




 







 





Exhibit C



Designation of Current Year Method for ADP and ACP Testing



(Plan sections and 4.11(c)(1) and (2))



Except as otherwise provided below, the ESOP Committee shall use the “Prior
Year Method” for complying with the nondiscrimination requirements in sections
401(k) and (m) of the Code:



	 	 	 	 	 
	Testing Plan *	 	Plan Year(s)
	
	 	





*     The “Testing Plan” can be the entire Plan, or one or more disaggregated
“Testing Plans” as permitted under the applicable regulations or other
guidance.