EXHIBIT 10.36


 


CONFORMED COPY


 


 


CASCADE NATURAL GAS CORPORATION


 


EMPLOYEE RETIREMENT SAVINGS PLAN


 


2002 RESTATEMENT


 


January 1, 2002


 


(As Amended Through Amendment No. 3)


 


 


	
  Cascade Natural Gas Corporation

  	
   

  
	
  a Washington corporation

  	
   

  
	
  222 Fairview Avenue North

  	
   

  
	
  Seattle, WA 98109

  	
  Company

  



 





















 


TABLE OF CONTENTS


 


	
  INDEX OF TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  Relevant Dates; Qualification

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1.01

  	
  Effective Date; Plan Year; Limitation Year;
  Valuation Dates

  	
   

  
	
   

  	
  1.02

  	
  Qualification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Application to the Company and Affiliates

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.01

  	
  Eligible Employers

  	
   

  
	
   

  	
  2.02

  	
  Service for Affiliates

  	
   

  
	
   

  	
  2.03

  	
  Adoption Procedure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Eligibility and Service

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.01

  	
  Conditions
  of Eligibility

  	
   

  
	
   

  	
  3.02

  	
  Service

  	
   

  
	
   

  	
  3.03

  	
  Leaves of Absence

  	
   

  
	
   

  	
  3.04

  	
  Break in Service

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Compensation; Contributions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.01

  	
  Compensation

  	
   

  
	
   

  	
  4.02

  	
  Elective Contributions

  	
   

  
	
   

  	
  4.03

  	
  Matching Contributions

  	
   

  
	
   

  	
  4.04

  	
  Safe Harbor Contributions

  	
   

  
	
   

  	
  4.05

  	
  Profit Sharing Contributions

  	
   

  
	
   

  	
  4.06

  	
  Transition Contributions

  	
   

  
	
   

  	
  4.07

  	
  No After-Tax Employee Contributions

  	
   

  
	
   

  	
  4.08

  	
  Contribution
  Limits for Highly Compensated Employees

  	
   

  
	
   

  	
  4.09

  	
  Actions to
  Correct Excess Contributions for Highly Compensated Employees

  	
   

  
	
   

  	
  4.10

  	
  Deductibility

  	
   

  
	
   

  	
  4.11

  	
  Limit on Annual
  Additions

  	
   

  
	
   

  	
  4.12

  	
  Adjustments
  to Satisfy Limits

  	
   

  
	
   

  	
  4.13

  	
  Time of
  Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  Participants’ Accounts; Vesting

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.01

  	
  Participants’
  Accounts

  	
   

  
	
   

  	
  5.02

  	
  Valuations
  and Adjustments

  	
   

  
	
   

  	
  5.03

  	
  Rollovers

  	
   

  
	
   

  	
  5.04

  	
  Transfers
  Between Plans

  	
   

  



 


i





















 


	
   

  	
  5.05

  	
  In-Service
  Withdrawals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Distribution of Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.01

  	
  Entitlement;
  Retirement Dates; Participation After Mandatory Benefit Starting Date

  	
   

  
	
   

  	
  6.02

  	
  Amount and
  Form of Benefit

  	
   

  
	
   

  	
  6.03

  	
  Application
  for Benefits; Time of Payment

  	
   

  
	
   

  	
  6.04

  	
  Distribution
  Rules

  	
   

  
	
   

  	
  6.05

  	
  Disability

  	
   

  
	
   

  	
  6.06

  	
  Designation
  of Beneficiary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  Plan Administration

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7.01

  	
  Pension
  Committee

  	
   

  
	
   

  	
  7.02

  	
  Committee
  Powers and Duties; Reports to Committee

  	
   

  
	
   

  	
  7.03

  	
  Company
  and Employer Functions

  	
   

  
	
   

  	
  7.04

  	
  Claims
  Procedure

  	
   

  
	
   

  	
  7.05

  	
  Expenses

  	
   

  
	
   

  	
  7.06

  	
  Indemnity
  and Bonding

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Investment of Trust Funds

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8.01

  	
  Trust Fund

  	
   

  
	
   

  	
  8.02

  	
  Pooled
  Investment Funds

  	
   

  
	
   

  	
  8.03

  	
  Qualifying
  Employer Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  Amendment; Termination; Merger

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.01

  	
  Amendment

  	
   

  
	
   

  	
  9.02

  	
  Termination

  	
   

  
	
   

  	
  9.03

  	
  Merger

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  Miscellaneous Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10.01

  	
  Information
  Furnished

  	
   

  
	
   

  	
  10.02

  	
  Applicable
  Law

  	
   

  
	
   

  	
  10.03

  	
  Plan
  Binding on All Parties

  	
   

  
	
   

  	
  10.04

  	
  Not
  Contract of Employment

  	
   

  
	
   

  	
  10.05

  	
  Notices

  	
   

  
	
   

  	
  10.06

  	
  Benefits
  Not Assignable; Qualified Domestic Relations Orders

  	
   

  
	
   

  	
  10.07

  	
  Nondiscrimination

  	
   

  
	
   

  	
  10.08

  	
  Nonreversion
  of Assets

  	
   

  



 


ii





















 


	
  ARTICLE 11

  	
  Special Top-Heavy Plan Rules

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11.01

  	
  Application
  of Rules

  	
   

  
	
   

  	
  11.02

  	
  Determination
  of Top-Heavy Status

  	
   

  
	
   

  	
  11.03

  	
  Top-Heavy
  Plan Restrictions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  	
   

  	
   

  
	
  SCHEDULE 5

  	
   

  	
   

  	
   

  
	
  SCHEDULE 6

  	
   

  	
   

  	
   

  
	
  SCHEDULE 7

  	
   

  	
   

  	
   

  



 


iii





















 


INDEX OF TERMS


 


	
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1998 Restatement

  	
   

  	
  Preamble

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Absence Because of
  Maternity or Paternity

  	
   

  	
  3.04-1(d)

  	
   

  
	
  Actual Deferral
  Percentage (ADP)

  	
   

  	
  4.08-3

  	
   

  
	
  Affiliate

  	
   

  	
  2.01-2

  	
   

  
	
  Agent for Service of
  Process

  	
   

  	
  7.02-2

  	
   

  
	
  Annual Addition

  	
   

  	
  4.11-3, Schedule 2

  	
   

  
	
  Average Daily
  Transaction Share Price

  	
   

  	
  4.03-1(b)(3)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beneficiary

  	
   

  	
  6.06

  	
   

  
	
  Break in Service

  	
   

  	
  3.04

  	
   

  
	
  Break-in-Service Year

  	
   

  	
  3.04-1(b)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Catch-up Contributions

  	
   

  	
  Schedule 5

  	
   

  
	
  Committee

  	
   

  	
  7.01

  	
   

  
	
  Company

  	
   

  	
  Preamble

  	
   

  
	
  Compensation

  	
   

  	
  4.01, Schedule 1

  	
   

  
	
  Contribution Percentage

  	
   

  	
  4.08-3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deferred Retirement
  Date

  	
   

  	
  6.01-2(b)

  	
   

  
	
  Disabled Participant

  	
   

  	
  6.05-1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Elective Contributions

  	
   

  	
  4.02

  	
   

  
	
  Eligibility

  	
   

  	
  3.01

  	
   

  
	
  Eligible Recipient

  	
   

  	
  6.03-4(d)

  	
   

  
	
  Eligible Retirement
  Plan

  	
   

  	
  6.03-4(b)

  	
   

  
	
  Eligible Rollover
  Distribution

  	
   

  	
  6.03-4(c)

  	
   

  
	
  Employee

  	
   

  	
  3.01-3

  	
   

  
	
  Employer

  	
   

  	
  2.01-3

  	
   

  
	
  Employment Year

  	
   

  	
  3.02-2

  	
   

  
	
  Entry Date

  	
   

  	
  3.01-6

  	
   

  
	
  ESOP

  	
   

  	
  1.02-2

  	
   

  
	
  ESOP Account

  	
   

  	
  8.03-5

  	
   

  
	
  ESOP Fund

  	
   

  	
  8.03-2

  	
   

  
	
  Excess Deferral

  	
   

  	
  4.02-3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Financial Hardship

  	
   

  	
  5.05-2

  	
   

  
	
  FMLA Leave

  	
   

  	
  3.03-2(d)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Highly Compensated
  Employee

  	
   

  	
  4.08-6

  	
   

  
	
  Hours of Service

  	
   

  	
  3.02-4

  	
   

  



 


iv





















 


	
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IRA

  	
   

  	
  5.03-1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Key Employee

  	
   

  	
  11.02-3, Schedule 7

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Leaves of Absence

  	
   

  	
  3.03

  	
   

  
	
  Limitation Year

  	
   

  	
  1.01-3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Matchable Elective
  Contributions

  	
   

  	
  4.03-1(c)

  	
   

  
	
  Matching Contributions

  	
   

  	
  4.03

  	
   

  
	
  Matching Participant

  	
   

  	
  4.03-1(d)

  	
   

  
	
  Multiple Use Test

  	
   

  	
  Schedule 4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Non-Key Employee

  	
   

  	
  11.02-3

  	
   

  
	
  Normal Retirement Date

  	
   

  	
  6.01-2(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  3.01-5

  	
   

  
	
  Plan Administrator

  	
   

  	
  7.02-2

  	
   

  
	
  Plan Year

  	
   

  	
  1.01-3

  	
   

  
	
  Pooled Investment Funds

  	
   

  	
  8.02

  	
   

  
	
  Profit Sharing
  Contributions

  	
   

  	
  4.05

  	
   

  
	
  Profit Sharing
  Participant

  	
   

  	
  4.05-3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Qualified Domestic
  Relations Orders

  	
   

  	
  10.06

  	
   

  
	
  Qualified Employee

  	
   

  	
  3.01-2

  	
   

  
	
  Qualifying Employer
  Securities

  	
   

  	
  8.03-1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Required Beginning Date

  	
   

  	
  Schedule 6

  	
   

  
	
  Rollovers

  	
   

  	
  5.03

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Safe Harbor
  Contributions

  	
   

  	
  4.04

  	
   

  
	
  Safe Harbor Participant

  	
   

  	
  4.04-1(b)

  	
   

  
	
  Service Year

  	
   

  	
  3.02-1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Top-Heavy Plan

  	
   

  	
  11.02-1

  	
   

  
	
  Transition
  Contributions

  	
   

  	
  4.06

  	
   

  
	
  Transition Participant

  	
   

  	
  4.06-4

  	
   

  
	
  Transition Period

  	
   

  	
  4.06-3

  	
   

  
	
  TRASOP

  	
   

  	
  Preamble

  	
   

  
	
  Trustee

  	
   

  	
  8.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valuation Dates

  	
   

  	
  1.01-4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Year of Service

  	
   

  	
  3.02-3

  	
   

  



 


v





















 


CASCADE NATURAL GAS CORPORATION


 


EMPLOYEE RETIREMENT SAVINGS PLAN


 


2002 RESTATEMENT


 


January 1, 2002


 


(As Amended Through Amendment No. 3)


 


	
  Cascade Natural Gas Corporation

  	
   

  
	
  a Washington corporation

  	
   

  
	
  222 Fairview Avenue North

  	
   

  
	
  Seattle, Washington 98109

  	
  Company

  



 


The
Company maintains the Employee Retirement Savings Plan to assist employees to
save for retirement, to provide for employer funding of retirement benefits, to
allow deferral of income tax on elective contributions, to continue to provide
a vehicle for holding shares of Company stock already acquired by the Cascade
Natural Gas Corporation Tax Reduction Act Employee Stock Ownership Plan
(TRASOP), and to permit investment of Company matching contributions in Company
stock held by the plan.  The plan was
amended and restated effective January 1, 1997 to reflect changes in law that
were in effect at that time (the 1998 Restatement) and again in 2002 to reflect
law changes since 1997 (the 2001 Restatement). 
The plan was further amended effective January 1, 2002, to reflect
changes in law enacted in the Economic Growth and Tax Relief Reconciliation Act
of 2001 (“EGTRRA”) through adoption of IRS model amendments, the terms of which
are set forth in Appendix A to this restatement.  The provisions in Appendix A shall supersede
any conflicting provision in the body of this restatement.


 


The
Company adopts this amendment and restatement to Company this Restatement to
convert one or more investment funds holding Qualified Employer Securities into
an ESOP that “forms a portion” of the plan within the meaning of Treasury
Regulation section 54.4975-11(a)(5), and to make other clarifying and
administrative changes.  The plan and the
related trust exist for the exclusive benefit of eligible employees of adopting
Employers and are intended to comply with sections 401 and 501 of the Internal
Revenue Code, as amended, and related regulations. The plan is generally
intended to remain a single plan for all purposes, including annual reporting
requirements, except as required by applicable law to be disaggregated for
certain testing purposes.


 





















 


ARTICLE 1

Relevant Dates; Qualification


 


1.01                        Effective
Date; Plan Year; Limitation Year; Valuation Dates


 


1.01-1            This
Restatement shall be effective January 1, 2002, except as stated below.  All references are based on numbering in this
Restatement, unless specifically noted.


 


(a)           The changes to 1.02, 8.03 and other
provisions with respect to identification and characterization of the ESOP
component and distribution of dividends on Qualifying Employer Securities shall
be effective October 1, 2002, subject to receipt of a favorable Internal
Revenue Service determination covering the ESOP component and distribution of
dividends.  Pending receipt of a
favorable Internal Revenue Service determination, beginning October 1, 2002 the
following shall apply:


 


(1)           Subject to the following
subparagraphs, the provisions of 8.03-3(a)(4). 
All dividends on Qualifying Employer Securities shall be pooled pending
either distribution or investment in Qualifying Employer Securities, as
provided below.


 


(2)           If the plan does not receive a
favorable determination before March 8, 2003, the dividends received in 2002
shall not be distributed and shall be invested as soon as practicable in
Qualifying Employer Securities.


 


(3)           If the plan does not receive a
favorable determination before March 8, 2004, the dividends received in 2003
shall not be distributed and shall be invested as soon as practicable in
Qualifying Employer Securities.


 


(4)           The Company may at any time before
receipt of a favorable determination letter, by written notice to the
Committee, cancel provisions for distribution of dividends under
8.03-3(b).  If provisions for
distribution of dividends are canceled, dividends shall be invested as soon as
practicable in Qualifying Employer Securities. 
The Company may reinstate provisions for distributions of dividends
under 8.03-3(b) at any time by written notice to the Committee.


 


(5)           The Committee shall not provide for
participant elections for distribution or reinvestment of dividends before the
Committee determines that dividends will be distributed under 8.03-3(b).  The Committee shall provide for participant
elections for distribution or reinvestment of accumulated dividends subject to
distribution within a reasonable time before the date or dates that may be
established for distribution of the accumulated dividends or investment of the
accumulated dividends in Qualifying Employer Securities.


 


2





















 


(b)           The deduction limits in 4.07 are
increased effective January 1, 2002 as provided in 4.01-1 and 4.07.


 


(c)           The changes in Appendix A shall be
effective January 1, 2002, unless the effective date of the amendment indicates
otherwise.


 


(d)           The elimination of references to
forfeiture of unvested amounts is effective as if included in the changes to
4.06 effective January 1, 1997.


 


(e)           The elimination of former 8.02-7 of
the 2001 Restatement is effective August 1, 2002.


 


1.01-2            The
rights of persons who are not participants on or after the above dates are
controlled by the 2001 Restatement.


 


1.01-3            The
plan year and limitation year shall be a calendar year.


 


1.01-4            June
30 and December 31 of each plan year shall be regular valuation dates.  Each other date on which the trust assets are
valued at the request of the Committee shall be a special valuation date.  If the Committee adopts rules permitting
daily valuation of investment funds, then each business day shall be a
valuation date.


 


1.02                        Qualification


 


1.02-1            This
plan is a profit sharing plan with an ESOP component.  The plan is a single plan.  The ESOP “forms a portion” of the plan within
the meaning of Treasury Regulation section 54.4975-11(a)(5) and is not a
separate stock bonus plan or money purchase pension plan.


 


1.02-2            “ESOP”
means the employee stock ownership portion of the plan which is ESOP accounts
and the investment fund or funds under 8.03 that holds or hold Qualifying Employer
Securities allocated to participants and related dividends pending distribution
or investment in Qualifying Employer Securities, regardless of the source,
character or history of investment of the contributions or earnings that are
held in such investment funds.


 


1.02-3            The
plan and the related trust are maintained for the exclusive benefit of eligible
employees and are intended to comply with sections 401(a), 401(k) and 501 of
the Internal Revenue Code and applicable regulations. Although the ESOP is not
a separate stock bonus or money purchase plan, it is intended to comply with
the requirements for an “employee stock ownership plan” as defined in section
4975(e)(7) of the Internal Revenue Code.


 


1.02-4            If
the Commissioner of Internal Revenue rules that this Restatement does not
qualify under sections 401(a), 401(k), 501 and 4975(e)(7) of the Internal
Revenue Code, the Company may amend it retroactively to qualify.


 


3





















 


ARTICLE 2

Application to the Company and Affiliates


 


2.01                        Eligible
Employers


 


2.01-1            The
Company adopts this plan, and any affiliate approved by the Company may adopt
this plan for its employees.


 


2.01-2            “Affiliate”
means a corporation, person or other entity that is a member, with an Employer,
of any of the following:


 


(a)           A controlled group under section
414(b) of the Internal Revenue Code.


 


(b)           A group of trades or businesses under
common control under section 414(c) of the Internal Revenue Code.


 


(c)           An affiliated service group under section
414(m) of the Internal Revenue Code.


 


(d)           A group of businesses required to be
aggregated under section 414(o) of the Internal Revenue Code.


 


2.01-3            “Employer”
means the Company and any adopting affiliate. 
This plan is a single plan maintained by multiple employers in which all
of the plan assets are available to pay benefits for all participants.


 


2.02                        Service for
Affiliates


 


2.02-1            Transfer
of employment from one affiliate to another shall not cause a termination or
Break in Service.


 


2.02-2            Work
for any affiliate, whether or not an adopting Employer, shall be counted as
Service after the business becomes an affiliate or an earlier date fixed by the
Company or in a statement of adoption.


 


2.02-3            If
a business is acquired by the Company or an affiliate and not continued as a
separate affiliate, Service for employees of the acquired business who become
employees of the Company or the acquiring affiliate shall be counted from their
date of hire by the Company or the affiliate. 
Past service for the acquired business may be counted from dates fixed
by the Company, filed with the Committee and announced to affected employees.


 


2.02-4            If
an employee is employed by two or more affiliates at the same time, the
following rules shall apply:


 


(a)           Service for both affiliates shall
count to determine whether a Service Year is a Year of Service.


 


4





















 


(b)           The employee may elect contributions
up to the maximum allowed percentage of compensation from each Employer, but may
not elect contributions from compensation from a non-adopting affiliate.


 


(c)           The employee shall receive a share of
the matching contribution from each Employer based on elective contributions
with respect to compensation from each.


 


2.03                        Adoption
Procedure


 


An
affiliate may adopt this plan by a written statement signed by the affiliate,
approved by the Company and filed with the Trustee.  The statement shall include the effective
date of adoption and any special provisions that are to be applicable only to
employees of the adopting affiliate.


 


ARTICLE 3

Eligibility and Service


 


3.01                        Conditions
of Eligibility


 


3.01-1            An
employee shall participate as follows:


 


(a)           Subject to election procedures under
4.03, participation shall start on the first Entry Date on or next after the
date the employee satisfies the following requirements:


 


(1)           The employee is at least age 21.


 


(2)           The employee has completed one Year
of Service.


 


(3)           The employee is a Qualified Employee.


 


(b)           Participation in elective
contributions shall continue as long as the employee remains a Qualified
Employee.


 


(c)           Participation in matching
contributions shall continue during Service as a Qualified Employee and as
provided in 11.03-2.


 


3.01-2            “Qualified
Employee” means any employee of Employer except the following:


 


(a)           An employee covered by a collective
bargaining agreement that does not provide for participation in this plan.


 


(b)           A leased employee treated as an
employee for pension purposes solely because of section 414(n) of the Internal
Revenue Code.  “Leased employee” means
any person who is not an employee of any Employer or affiliate if all of the
following apply:


 


5





















 


(1)           The person provides services pursuant
to an agreement between an Employer or affiliate and a leasing organization.


 


(2)           The person has performed such
services for the Employer or affiliate on a substantially full-time basis for a
period of at least 1 year.


 


(3)           Such services are performed under
primary direction or control by the Employer or affiliate.


 


(c)           A nonresident alien who has no
US-source earned income.


 


(d)           An individual - whether classified by
the Employer as an employee or as an independent contractor - whose terms of
employment do not provide for retirement and other fringe benefits.


 


3.01-3            Subject
to 3.01-4 below, “employee” means for a year one of the following:


 


(a)           A person who receives an IRS Form W-2
from Employer or an affiliate under 2.01-2, other than the following:


 


(1)           A person who receives a Form W-2 solely
because of payments from a non-qualified deferred compensation plan.


 


(2)           A person who receives a Form W-2
solely because of payments for the year attributable entirely to services
performed in a prior year.


 


(b)           A person who has satisfied (a) in a prior
year and not in the current year but is treated as an employee for accruing
service under a specific provision of this plan.


 


(c)           A leased employee under 3.01-2(b).


 


3.01-4            A
person who does not receive a Form W-2 for a period shall not be treated as an
eligible employee for that period even if it is later determined that the
person was entitled to receive a Form W-2 for the period.


 


3.01-5            Every
employee eligible to elect contributions or having an account under this plan
shall be known as a participant.  The
Committee shall inform participants about the plan and furnish enrollment forms
for making contribution elections, making investment elections and designating
beneficiaries.


 


3.01-6            “Entry
Date” means the first day of each calendar month.


 


6





















 


3.02                        Service


 


3.02-1            “Service
Year” means Employment Year.


 


3.02-2            “Employment
Year” means the 12-month period starting on the date the employee first
performs an Hour of Service or an anniversary of that date.


 


3.02-3            “Year
of Service” means Service Year in which an employee has 1,000 or more Hours of
Service.


 


3.02-4            “Hours
of Service” are the following:


 


(a)           Hours, whether or not worked, for
which an employee is directly or indirectly paid or entitled to payment.


 


(b)           Regularly scheduled hours during
leave of absence under 3.03.


 


(c)           Hours covered by a back pay award or
agreement, regardless of mitigation of damages, unless already counted.


 


(d)           Hours paid for at or after
termination of employment for layoff, disability or jury duty or for unused
vacation, holiday, sick leave or other paid time off.


 


(e)           Hours as a leased employee under
3.01-2(b) or in another non-Qualified employment capacity.


 


3.02-5            The
following shall apply to Hours of Service for periods not worked:


 


(a)           Hours shall be computed and
attributed to Service Years in accordance with Department of Labor Regulations
sections 2530.200b-2(b) and (c).


 


(b)           Hours directly or indirectly paid for
under 3.02-4(a) include regularly scheduled hours during periods of disability
when an individual is receiving payments from Employer or from an insurance
company under a policy maintained by Employer.


 


(c)           Hours directly or indirectly paid for
under 3.02-4(a) do not include hours during periods in which an individual
receives payments only under workers’ compensation or unemployment compensation
laws, regardless of the source of payment.


 


(d)           Hours counted under 3.02-4(d) do not
include any hours on account of severance pay, except severance pay in lieu of
service.


 


3.02-6            Hours
of Service shall be credited as follows:


 


7





















 


(a)           For Hours of Service after September
30, 2004, actual hours under 3.02-4 shall be credited for all employees.


 


(b)           Prior to October 1, 2004, the
following rules shall apply:


 


(1)           For a salaried employee, 45 Hours of
Service shall be credited for each weekly pay period in which a salaried
employee has one or more hours under 3.02-4.


 


(2)           For all other employees, actual hours
shall be credited.


 


3.03                        Leaves of
Absence


 


3.03-1            An
employee on leave of absence shall be treated as employed for all purposes
under this plan.


 


3.03-2            Leave
of absence under 3.03-1 shall mean the following:


 


(a)           Leave of absence authorized by
Employer if the employee returns or retires within the time prescribed and
otherwise fulfills all conditions imposed by Employer.


 


(b)           Leave of absence in accordance with
Employer policies because of illness or accident, including disability that
does not result in retirement, if the employee returns promptly after recovery.


 


(c)           Periods of military service if the
employee returns with employment rights protected by law.


 


(d)           Periods of leave during which service
for eligibility and vesting must be counted under by the Family and Medical
Leave Act of 1993 (FMLA leave).


 


3.03-3            In
authorizing leaves of absence, Employer shall treat all employees who are
similarly situated alike as much as possible.


 


3.03-4            If
a person on leave fails to meet the conditions of the leave or fails to return
to work when required, the following shall apply:


 


(a)           Employment shall be terminated and
accrual of Service shall stop when the failure occurs if either of the
following applies:


 


(1)           The leave is not for military service
and the failure is because of death, disability under 6.05 or retirement.


 


(2)           The leave is FMLA leave.


 


(b)           If (a) does not apply, employment
shall be terminated and accrual of Service shall stop as of the date leave
began.


 


8





















 


(c)           No previous allocation of
contributions shall be changed.


 


3.04                        Break in
Service


 


3.04-1            A
Break in Service shall be determined as follows:


 


(a)           A Break in Service shall occur when
an employee has five consecutive Break-in-Service Years.


 


(b)           Subject to (c), a Break-in-Service
Year is a Service Year in which an employee who has terminated employment has
not more than 500 Hours of Service.


 


(c)           Regardless of Hours of Service, an
employee absent because of maternity or paternity shall not, because of such
absence, have a Break-in-Service Year until the second plan year following the
plan year in which the absence begins, subject to (e) below.


 


(d)           “Absence because of maternity or
paternity” means an absence from Service because of any of the following:


 


(1)           Pregnancy.


 


(2)           Birth of the employee’s child or care
following birth.


 


(3)           Adoption of the employee’s child or
care following adoption or placement for adoption.


 


(e)           Paragraph (c) above shall not apply
unless the employee furnishes timely information satisfactory to the Committee
to establish the following:


 


(1)           That the absence was due to maternity
or paternity.


 


(2)           The length of the absence.


 


3.04-2            Service
shall accumulate continuously until there is a Break in Service.  If a Break in Service occurs and the employee
has later Service, Service before the Break shall be counted only if the
employee has met the Service requirements for participation before the Break.


 


3.04-3            If
an employee has a Break in Service, has later Service and Service before the
Break is counted, the employee shall participate immediately on resumption of
employment as a Qualified Employee.  If
Service before the Break is not counted, the employee shall be treated as newly
hired and shall participate when eligible under 3.01.  In that event, the first day of Service after
rehire shall start a new Employment Year.


 


9





















 


ARTICLE 4

Compensation; Contributions


 


4.01                        Compensation


 


4.01-1            Compensation
means the following subject to 4.01-3 and to the limits in 4.01-2:


 


(a)           For deductibility under 4.10,
compensation means taxable pay reportable on IRS Form W-2 under Internal
Revenue Code section 3401(a), disregarding limitations based on the nature or
location of the employment, plus elective contributions.


 


(b)           For the annual addition limit under
4.11-2(b), compensation means compensation under (a) above plus amounts
described in (d) below.


 


(c)           For determination of highly
compensated employees under 4.08-6, compensation under (a) above shall be
adjusted as follows:


 


(1)           Amounts described in (d) below shall
be included.


 


(2)           Amounts realized from the exercise of
a nonqualified stock option or from the lapse of restrictions on restricted
property shall be excluded.


 


(d)           For elective contributions under 4.02
and matching contributions under 4.03, safe harbor contributions under 4.04,
profit sharing contributions under 4.05, transition contributions under 4.06
and the ADP and CP test under 4.08-4, compensation means the amount under (a)
above adjusted as follows:


 


(1)           Elective contributions and any amount
that is contributed by the Employer at the election of the participant and is
not includible in the participant’s gross income under the Internal Revenue
Code sections 125 or 132(f)(4) shall be included.


 


(2)           Any reimbursements or other expense
allowances, fringe benefits, moving expenses, deferred compensation and welfare
benefits shall be excluded.


 


(3)           Only compensation paid with respect
to a period while a Qualified Employee and after satisfying the requirements in
3.01-1(a) shall be included.


 


(4)           Amounts paid on account of
termination of employment, such as severance pay and disability benefits, shall
be excluded.


 


10





















 


4.01-2            Subject
to the provisions of Schedule 1 of Appendix A, except for determination of the
annual addition limit, compensation counted for any participant for a year
shall be limited to $150,000 plus any adjustment authorized by applicable law.


 


4.01-3            During
any leave of absence for military service under 3.03-2(c), compensation shall
be imputed at the rate the participant would have been paid if not absent.  If this amount is not reasonably certain,
compensation shall be based on the participant’s average compensation during
the 12 months immediately before the leave began, or all such months if fewer
than 12.


 


4.02                        Elective
Contributions


 


4.02-1            For
each plan year Employer shall make elective contributions as follows:


 


(a)           Subject to 4.10, 4.11 and the limits
stated below, the contribution for a participant shall be a percentage of
compensation under 4.01-1(d) elected by the participant, and the participant’s
compensation for the year shall be reduced by that amount.


 


(b)           The Committee shall fix the maximum
percentage of compensation that may be elected under (a).  The Committee may fix lower maximums for
highly compensated employees to satisfy the requirements of 4.08.  In the first year of participation,
compensation shall be counted for the part year after participation starts.


 


(c)           Subject to the provisions of
Schedules 3 and 5 of Appendix A, the maximum elective contribution for any
calendar year for any participant shall be $7,000 plus any cost-of-living
adjustment authorized by applicable regulations.


 


4.02-2            The
Committee shall establish rules covering the method and frequency of elections
and procedures for starting, stopping and changing the rate of elective
contributions.


 


4.02-3            If
an employee’s elective contributions for a plan year would be more than
permitted under 4.02-1(c) (an excess deferral), the following shall apply:


 


(a)           Any direction for such an excess
deferral shall be invalid and the directed deferral shall not be made.


 


(b)           An excess deferral that occurs,
regardless of the restriction in (a), under all plans maintained by Employer or
a statutory affiliate under 2.01-2 shall be a designated excess and shall be
distributed to the participant subject to (e).


 


(c)           Subject to (e) below, if an excess
deferral occurs because of elective deferrals under plans described in (b)
above combined with deferrals


 


11





















 


under one or more plans not maintained by Employer or
a statutory affiliate, the excess shall be distributed if the following
conditions are satisfied:


 


(1)           The participant notifies the
Committee of the excess deferral by March 1 following the close of the year,
unless the Committee waives the deadline.


 


(2)           The notice specifies how much of the
excess deferral is to be withdrawn from this plan.


 


(3)           Other applicable rules of the Committee
are followed.


 


(d)           Any withdrawal under (b) or (c) shall
be completed by April 15 following the close of the year for which the excess
deferral is made.


 


(e)           A participant’s withdrawal under (b)
or (c) shall include related earnings and shall be reduced by the amount of any
excess contribution previously distributed under 4.09-2 for the same plan year.


 


4.02-4            A
participant who returns from military leave under 3.03-2(c) may make elective
contributions on account of the period of leave as follows:


 


(a)           Subject to (c), make-up elective
contributions must be made during the contribution make-up period under (b) out
of compensation payable during such make-up period.


 


(b)           The contribution make-up period
begins on the date the participant is reemployed and ends on the earlier of the
following:


 


(1)           The fifth anniversary of
reemployment.


 


(2)           The last day of a period that is
three times the period of military leave.


 


(c)           To the extent permitted by applicable
regulations, make-up contributions may be made out of funds other than
compensation.  Each such contribution
shall be considered made when the participant delivers funds to the plan equal
to the contribution amount.


 


(d)           The participant shall file an
election with the Committee designating the plan year during military leave to
which make-up elective contributions under (a) and (c) relate.


 


(e)           Elective contributions under (a) and
(c), plus elective contributions otherwise made for the plan year for which the
make-up contributions are made, shall not exceed the limits in 4.02-1(c), 4.10
and 4.11 that applied to the plan year for which the additional contribution is
made and 4.02-3 shall apply.


 


12





















 


4.03                        Matching
Contributions


 


4.03-1            For
each pay period, Employer shall make matching contributions as follows, subject
to 4.10 and 4.11:


 


(a)           A contribution shall be made in cash
for each participant equal to 50 percent of the participant’s matchable
elective contributions under (c) below for the period.


 


(b)           A contribution shall be made in
Qualifying Employer Securities for each participant equal to 25 percent of the
Matching Participant’s matchable elective contributions under (c) below for the
period.


 


(1)           The contribution in Qualifying
Employer Securities shall be paid in kind (by deposit of Qualifying Employer
Securities) or in cash to be used as soon as reasonably practicable to purchase
Qualifying Employer Securities.


 


(2)           If the Company issues Qualifying
Employer Securities to pay contributions in kind, the shares must be publicly
traded on the New York Stock Exchange. 
The number of shares will be determined by the Average Daily Transaction
Share Price under (3).


 


(3)           The Average Daily Transaction Share
Price shall be the weighted average of the share prices for each day’s
transactions in Qualifying Employer Securities for the ESOP Funds as purchased
or sold by the Trustee in the open market for the trading day prior to the day
of issuance of shares to the Plan.  In
the event that there are no transactions in the Qualifying Employer Securities
for the ESOP Funds, then the Average Daily Transaction Share Price shall be the
closing price of the shares on the New York Stock Exchange for that trading
day.  If there are no transactions in the
stock on that trading day, then the closing bid price on the New York Stock
Exchange for the day of issuance of shares to the Plan shall be used.


 


(c)           “Matchable elective contributions”
are the participant’s elective contributions other than catch-up contributions
under Schedule 5 of Appendix A up to 6 percent of a participant’s compensation
for the period.


 


(d)           A “Matching Participant” is a
participant who has matchable elective contributions for a period as follows:


 


(1)           With respect to matchable elective
contributions attributable to compensation paid before July 1, 2003, all
participants are Matching Participants.


 


(2)           With respect to matchable elective
contributions attributable to compensation paid after June 30, 2003, only
participants


 


13





















 


who are covered by a collective bargaining agreement
that provides for participation in this Plan are Matching Participants.


 


(3)           No matching contribution under (b)
shall be made with respect to matchable elective contributions attributable to
compensation paid on or after the date a participant ceases to be a Matching
Participant.


 


(4)           A matching contribution under (b)
shall be made with respect to matchable elective contributions attributable to
compensation paid on or after the date a participant becomes a Matching
Participant.


 


4.03-2            Elective
contributions shall be determined after giving effect to any reductions under
4.09, 4.12 or 10.08.


 


4.03-3            Matching
contributions under 4.03-1(b) shall be held in an ESOP Fund established under
the related trust.


 


4.03-4            For
each plan year, the Employer shall make an additional matching contribution
with respect to make-up elective contributions made during that plan year under
4.02-4.


 


(a)           The additional matching contribution
shall be determined separately with respect to each plan year to which a
participant’s election under 4.02-4(d) relates.


 


(b)           The amount of the additional matching
contribution with respect to any plan year during military leave shall equal
the amount of matching contribution that would have been made had the make-up
elective contributions been made during that plan year, reduced by any matching
contribution already allocated for that year.


 


(c)           An additional contribution shall be
made each pay period with respect to a make-up elective contribution made in
the pay period and imputed compensation allocable to that period.


 


4.04                        Safe
Harbor Contributions


 


4.04-1            Subject
to 4.10 and 4.11, Employer shall make a safe harbor contribution for each Safe
Harbor Participant as follows:


 


(a)           Each Safe Harbor Participant shall
receive an allocation equal to 4 percent of the Safe Harbor Participant’s
compensation under 4.01-1(d).  For a new
Safe Harbor Participant, only compensation paid while a Safe Harbor Participant
shall be taken into account.


 


14





















 


(b)           A Safe Harbor Participant is any
Qualified Employee who is not covered by a collective bargaining agreement and
has satisfied the requirements in 3.01-1(a).


 


(c)           Safe harbor contributions may be made
for each payroll period, quarter or year and shall be allocated as soon as
administratively feasible after the contribution is made.


 


4.04-2            Employer
shall make an additional Safe Harbor Contribution as follows for a Safe Harbor
Participant who returns from military leave under 3.03-2(c).


 


(a)           The additional contribution shall be
determined separately with respect to each plan year during which the
participant was absent on military leave.


 


(b)           The additional contribution with
respect to a year during any leave of absence for military leave shall equal
the amount of additional contribution that would have been made on behalf of
the Safe Harbor Participant for the plan year if the compensation imputed under
4.01-3 had been paid during the leave of absence.


 


(c)           The additional contribution shall be
subject to the limits in 4.10 and 4.11 that applied to the plan year for which
the additional contribution is made.


 


4.05                        Profit
Sharing Contributions


 


4.05-1            Subject
to 4.10 and 4.11, Employer may make a profit sharing contribution for each
Profit Sharing Participant in such amount as may be fixed by the Company and
announced to Profit Sharing Participants. 
The contribution shall be uniform for all Employers in proportion to
compensation of Profit Sharing Participants.


 


4.05-2            Profit
sharing contributions shall be allocated as follows:


 


(a)           Allocations shall be in proportion to
compensation under 4.01-1(d) as a Profit Sharing Participant.  For a new Profit Sharing Participant, only
compensation paid while a Profit Sharing Participant shall be taken into
account.


 


(b)           A participant must be employed at the
end of the plan year to receive an allocation unless (c) applies.


 


(c)           The year-end employment requirement
in (b) shall be waived for an otherwise eligible employee who terminates
employment during the year because of death, disability under 6.05-1 or
retirement.


 


4.05-3            A
Profit Sharing Participant is any participant who is not covered by a
collective bargaining agreement.


 


15





















 


4.05-4            Employer
shall make an additional Profit Sharing Contribution as follows for a Profit
Sharing Participant who returns from military leave under 3.03-2(c).


 


(a)           The additional contribution shall be
determined separately with respect to each plan year during which the
participant was absent on military leave.


 


(b)           The additional contribution with
respect to a year during any leave of absence for military leave shall equal
the amount of additional contribution that would have been made on behalf of
the Profit Sharing Participant for the plan year if the compensation imputed
under 4.01-3 had been paid during the leave of absence.


 


(c)           The additional contribution shall be
subject to the limits in 4.10 and 4.11 that applied to the plan year for which
the additional contribution is made.


 


4.06                        Transition
Contributions


 


4.06-1            Subject
to 4.10 and 4.11, Employer may make a Transition Contribution during the
Transition Period for each Transition Participant equal to the applicable
percentage of compensation under 4.06-2.


 


4.06-2            The
Transition Contribution shall be a percentage of compensation under 4.01-1(d)
based on the Transition Participant’s age and service determined as of each
September 30 for the succeeding four calendar quarters from the following
table:


 


	
  Years of

  Service

  	
   

  	
  Age

  	
   

  
	
   

  	
  21-30

  	
   

  	
  31-40

  	
   

  	
  41-50

  	
   

  	
  51-60

  	
   

  	
  61 or older

  	
   

  
	
  0 – 5

  	
   

  	
  1

  	
  %

  	
  1

  	
  %

  	
  2

  	
  %

  	
  3

  	
  %

  	
  4

  	
  %

  
	
  6-10

  	
   

  	
  1

  	
  %

  	
  2

  	
  %

  	
  3

  	
  %

  	
  4

  	
  %

  	
  4

  	
  %

  
	
  11-20

  	
   

  	
  2

  	
  %

  	
  3

  	
  %

  	
  4

  	
  %

  	
  4

  	
  %

  	
  4

  	
  %

  
	
  21 or more

  	
   

  	
  3

  	
  %

  	
  4

  	
  %

  	
  4

  	
  %

  	
  4

  	
  %

  	
  4

  	
  %

  



 


4.06-3            The
Transition Period is a period of 20 consecutive calendar quarters beginning on
October 1, 2003, and ending on September 30, 2008.  Transition Contributions shall not be made
with respect to compensation paid before or after the Transition Period.


 


4.06-4            A
Transition Participant is any Qualified Employee who satisfies the following:


 


(a)           The individual is not covered by a
collective bargaining agreement.


 


(b)           The individual is actively employed
by Employer on June 30, 2003 and remains continuously employed by Employer,
subject to (c).


 


16





















 


(c)           An employee on leave of absence under
3.03 who returns to work when required under 3.03-2 shall be treated as
actively employed for purposes of (b).


 


(d)           The individual has satisfied the
requirements in 3.01-1(a).


 


4.06-5            In
determining eligibility for and the amount of a Transition Contribution, the
following shall apply:


 


(a)           Subject to 4.06-6, no contribution
shall be made for any period during which an employee on leave of absence under
3.03 has no Compensation under 4.01-1(d).


 


(b)           A participant who terminates and is
rehired after September 30, 2003 shall not be eligible to receive a Transition
Contribution under 4.06-1 unless 4.06-6 applies.


 


(c)           A participant who ceases to be
covered by a collective bargaining agreement but otherwise meets the
requirements to be a Transition Participant under 4.06-4 shall begin
participation in Transition Contributions on the first Entry Date after meeting
the requirement under 3.01-1 or, if later, the date the individual ceases to be
covered by a collective bargaining agreement.


 


4.06-6            Employer
shall make an additional Transition Contribution as follows for a Transition
Participant who returns from military leave under 3.03-2(c).


 


(a)           The additional contribution shall be
determined separately with respect to each plan year during which the
participant was absent on military leave.


 


(b)           The additional contribution with
respect to a year during any leave of absence for military leave shall equal
the amount of additional contribution that would have been made on behalf of
the Transition Participant for the plan year if the compensation imputed under
4.01-3 had been paid during the leave of absence.


 


(c)           The additional contribution shall be
subject to the limits in 4.10 and 4.11 that applied to the plan year for which
the additional contribution is made.


 


4.07                        No
After-Tax Employee Contributions


 


After-Tax
employee contributions shall not be permitted. 
Elective contributions under 4.02 are Employer contributions.


 


17


















 


4.08                        Contribution
Limits for Highly Compensated Employees


 


4.08-1                                     The
provisions of 4.02, 4.03 and 4.04 are intended to satisfy the safe harbor rules
of sections 401(k)(12) and 401(m)(11) of the Internal Revenue Code, under which
contribution limits for highly compensated employees are not applicable on
account of plan design-based contributions for non-highly compensated employees
and other pertinent factors.  The
provisions of 4.08-2 through 4.08-6 shall apply as follows:


 


(a)                                  The
provisions in 4.08-2 through 4.08-6 and in 4.09 shall be applied separately to
participants who are not entitled to participate in Safe Harbor Contributions
under 4.04 for the entire plan year for any reason other than retirement,
death, disability or termination of employment.


 


(b)                                 4.08-2
through 4.08-6 and 4.09 shall apply to elective and matching contributions to
the extent that the contributions under 4.02, 4.03 and 4.04 fail to satisfy the
safe harbor rules and are not already subject to testing under (a).


 


4.08-2                                     For
each year the plan shall satisfy the nondiscrimination tests in sections
401(k)(3) and 401(m) of the Internal Revenue Code in accordance with Treasury
Regulation sections 1.401(k)-1 and 1.401(m)-1 and -2.  The following provisions shall be applied in
a manner consistent with the Code and Regulation sections, which are
incorporated by this reference.  The
provisions of 4.08-3(g), (h) and (i) interpret and apply the Code and
Regulation sections and shall control with respect to the matters covered by
the provisions.


 


4.08-3                                     For
each plan year the Committee shall determine the actual deferral percentage
(ADP) and the contribution percentage (CP) of the eligible employees who are
highly compensated employees under 4.08-6 and the ADP and CP of the remaining
eligible employees as follows:


 


(a)                                  The
ADP and CP for the highly compensated employees or for the nonhighly
compensated employees is the average of the individual deferral or contribution
percentages for all eligible employees in the group.


 


(b)                                 An
employee’s individual deferral percentage is that individual’s elective
contributions for the year as a percentage of the individual’s compensation
under (d).  Excess elective deferrals for
a nonhighly compensated employee under a plan maintained by Employer shall be
disregarded.


 


(c)                                  An
employee’s individual contribution percentage is that individual’s matching
contributions for the year as a percentage of the individual’s compensation
under (d).


 


(d)                                 Compensation
for purposes of the ADP and CP is compensation as defined in 4.01-1(d) while
the employee is eligible to participate.


 


(e)                                  The
Committee may, for any year, treat matching contributions not needed for the CP
test as elective contributions for purposes of the ADP test,


 


18





















 


and elective
contributions not needed for the ADP test as matching contributions for
purposes of the CP test.  No
contributions may be used in both tests.


 


(f)                                    The
following shall be aggregated to determine the ADP and the CP for this
provision and for 4.08-4:


 


(1)                                  All
plans that are aggregated with this plan under Internal Revenue Code sections
401(a)(4) and 410(b) (other than for the average benefit percentage test).


 


(2)                                  All
cash and deferred arrangements in which the same highly compensated employee is
eligible to participate.


 


(g)                                 All
elective contributions in cash for a year shall be subject to a single ADP test
whether or not the contribution becomes invested in Qualifying Employer
Securities at the direction of the participant at the time of the contribution
or later.  The plan shall not be
disaggregated for ADP testing except for disaggregation of collectively
bargained employees and non-collectively bargained employees in accordance with
Treasury Regulation section 1.410(b)-7(c)(4).


 


(h)                                 Subject
to (i) below, the matching contributions in cash described in 4.03-1(a) shall
be disaggregated and tested separately from the matching contributions in
Qualifying Employer Securities described in 4.03-1(b), whether or not any of
the matching contributions described in 4.03-1(a) become invested in Qualifying
Employer Securities at the direction of the participant at the time of the
contribution or later and whether or not matching contributions in 4.01-1(b)
are contributed in kind or in cash that is used to buy Qualifying Employer
Securities.  The amount of the matching
contribution under the ESOP shall be the amount described in 4.03-1(b) whether
or not the value of the Qualifying Employer Securities is the same amount at
the time the securities are deposited in the related trust.


 


(i)                                     The
plan shall be disaggregated for CP testing in accordance with Treasury
Regulation section 1.410(b)-7(c)(4).


 


4.08-4                                     Neither
the ADP nor the CP of the highly compensated employees may exceed the greater
of the following, as adjusted in 4.08-5:


 


(a)                                  1.25
times the ADP or CP of the nonhighly compensated employees for the prior plan
year.


 


(b)                                 2
percentage points higher than the ADP or CP of the nonhighly compensated
employees for the prior plan year, up to 2 times such ADP or CP.


 


4.08-5                                     Subject
to Schedule 4 of Appendix A, the limits in 4.08-3 shall be applied under the
following rules:


 


19





















 


(a)                                  Subject
to the provisions of Schedule 4 of Appendix A, the limit in 4.08-4(b) shall be
adjusted in accordance with Treasury Regulation section 1.401(m)-2 to avoid
duplicate use of the limit for any highly compensated employee in violation of
Code section 401(m)(9).


 


(b)                                 In
accordance with applicable regulations, the Employer may elect to apply the
limits in 4.08-4 using the ADP and CP of nonhighly compensated employees for
the current year.  Any such election
shall be made by plan amendment under 9.01.


 


4.08-6                                     “Highly
compensated employee” is defined in section 414(q) of the Internal Revenue Code
and related Treasury regulations.  In
determining which employees are highly compensated employees, the following
shall apply:


 


(a)                                  Subject
to (b) and (c) below, a highly compensated employee for a plan year is an
employee who has performed services for Employer during the year or the prior
plan year and is one of the following:


 


(1)                                  An
owner of 5 percent or more of an Employer during either year.


 


(2)                                  A
person paid over $80,000 for the prior year who is among the highest paid 20
percent of employees of Employer for such prior year, aggregating employees of
all statutory affiliates under 

2.01-2 and excluding employees to the extent provided by applicable
regulations.


 


(b)                                 The
dollar amounts in (a) above shall be adjusted in accordance with Treasury
regulations for changes in cost of living.


 


(c)                                  Former
employees shall be taken into account in accordance with applicable law.


 


(d)                                 Pay
for this purpose shall mean compensation under 4.01-1(c).


 


4.09                        Actions to
Correct Excess Contributions for Highly Compensated Employees


 


4.09-1                                     If
the ADP or CP of the highly compensated employees would exceed the limits in
4.08-4, the Committee shall determine the amount of the excess as follows:


 


(a)                                  If
the ADP limit is exceeded, the total amount of excess elective contributions
shall be determined by reducing individual deferral percentages, reducing the
highest individual deferral percentages first, until the ADP does not exceed
the limit.


 


(b)                                 If
the CP limit is exceeded, the total amount of excess matching contributions
shall be determined by reducing individual contribution


 


20





















 


percentages, reducing the highest individual
contribution percentages first, until the CP does not exceed the limit.


 


4.09-2                                     The
total amount of excess elective contributions or excess matching contributions
determined under 4.09-1(a) or (b) shall be reduced and the reductions shall be
allocated among the highly compensated employees, taking the highest dollar
amount of elective contributions or matching contributions first, as follows:


 


(a)                                  The
elective contributions for highly compensated employees shall be reduced by the
amount of the allocated excess elective contributions.


 


(b)                                 The
matching contributions for highly compensated employees shall be reduced by the
allocated excess matching contributions.


 


4.09-3                                     Reductions
shall be made in elective contributions and matching contributions as follows:


 


(a)                                  Subject
to (b) below, any excess amount shall be distributed, with related earnings, to
the highly compensated employee to whom the reduction applies.  Distribution shall be made during the plan
year after the year to which the excess applies.


 


(b)                                 A
distribution under (a) above because of the ADP test shall be reduced by the
amount of any excess deferral previously distributed under 4.02-3 for the same
plan year.


 


(c)                                  Related
earnings shall be the earnings on excess contributions for the plan year of
deferral.  The related earnings shall be
determined under applicable regulations.


 


4.10                        Deductibility


 


4.10-1                                     Contributions
are conditioned upon deductibility under section 404 of the Internal Revenue
Code.  To the extent a deduction is
disallowed, 10.08 shall apply.


 


4.10-2                                     The
aggregate of an Employer’s contributions, other than elective contributions,
for all participating employees under this plan and all other profit sharing
and stock bonus plans maintained by an Employer covering some or all of the
same participants shall not exceed 25 percent of aggregate compensation under
4.01-1(a) for all the Employer’s participants. 
To the extent the 25 percent limit is exceeded, 10.08 shall apply.


 


4.10-3                                     If
contributions would exceed the limit because of another defined contribution
plan, the amount recovered under 10.08 shall be charged in the same order as
reductions under 4.12-2.


 


21





















 


4.11                        Limit on
Annual Additions


 


4.11-1                                     Benefits
shall be limited in accordance with the following rules as provided in Internal
Revenue Code section 415 and related regulations.  The following provisions shall be applied in
a manner consistent with the Code and regulations, which are incorporated by
this reference.


 


4.11-2                                     Subject
to the provisions of Schedule 2 to Appendix A, no annual addition for any
participant shall be more than the lesser of the following:


 


(a)                                  $30,000
year plus any cost-of-living adjustment authorized by applicable law.


 


(b)                                 25
percent of the participant’s compensation, as defined in 4.01-1(b), for the
limitation year.


 


4.11-3                                     “Annual
addition” means for any limitation year the sum of elective, matching, Safe
Harbor, Profit Sharing and Transition contributions for the year.  In applying the limitations on annual
additions, all employers that are statutory affiliates as described under
2.01-2, with the adjustment provided in section 415(h) of the Internal Revenue
Code, shall be considered a single employer.


 


4.11-4                                     If
Employer maintains one or more other defined contribution plans at any time,
the Employer contributions, employee contributions, and forfeitures under all
such plans shall be combined for purposes of applying the above
limitations.  For the purposes of
4.11-2(a) only, any contribution to a separate account for post-retirement
medical benefits for a key employee under a funded welfare benefit plan shall
be considered such an annual addition.


 


4.12                        Adjustments
to Satisfy Limits


 


4.12-1                                     If
an annual addition for a participant would exceed the limit in 4.11,
contributions shall be reduced pursuant to Treasury Regulation section
1.415-6(b)(6) as necessary to eliminate the excess, in the following order:


 


(a)                                  Unmatched
elective contributions.


 


(b)                                 Matched
elective contributions and related matching contributions.


 


(c)                                  Profit
sharing Contributions.


 


(d)                                 Transition
Contributions.


 


(e)                                  Safe
Harbor Contributions.


 


4.12-2                                     If
an annual addition for a participant would exceed the limit in 4.11 because of
any other tax qualified retirement plan of an Employer, the contributions, and
benefits under the plans shall be reduced as necessary to meet the limit, in
the following order:


 


22





















 


(a)                                  Unmatched
elective contributions under this plan.


 


(b)                                 Matched
elective contributions and related matching contributions under this plan.


 


(c)                                  Annual
additions under any defined contribution plan, other than this plan.


 


(d)                                 Profit
sharing Contributions.


 


(e)                                  Transition
Contributions.


 


(f)                                    Safe
Harbor Contributions.


 


4.12-3                                     Reductions
under 4.12-1 and 4.12-2 shall be subject to the following:


 


(a)                                  If
an elective contribution is reduced, the amount shall be distributed to the
participant pursuant to Treasury Regulations § 1.415-6(b)(6)(iv) as soon as
possible, with related earnings, and the following shall apply:


 


(1)                                  Consent
of the participant or the participant’s spouse shall not be required.


 


(2)                                  The
returned amount shall be disregarded for the purposes of the ADP test and the
CP test.


 


(b)                                 To
the extent of any excess remaining after action under (a), the participant’s
allocation of matching contributions shall be reduced and reallocated to other
participants.


 


(c)                                  Any
contributions that cannot be reallocated under (b) because of the annual
addition limitation shall be placed in a suspense account and allocated as soon
as possible.  No revaluation adjustment
shall be made in the suspense account for investment results.


 


4.13                        Time of
Payment


 


4.13-1                                     Employer
shall make payments to the Trustee to cover all contributions as follows:


 


(a)                                  Subject
to (b) and (c), an elective contribution shall be paid as soon as the amount
can reasonably be identified and separated from Employer’s other assets.  Payment shall in any event be made within 15
business days after the end of the month in which the participant would
otherwise have received the amount deducted from pay on account of the elective
contribution.


 


23





















 


(b)                                 All
contributions for a plan year shall be paid within the regular or extended time
for filing Employer’s federal income tax return for the year.


 


(c)                                  In
any event, all elective and matching contributions for a plan year shall be
paid no later than 12 months after the end of the plan year.


 


4.13-2                                     Any
amount that is paid after the end of the tax year of Employer will be treated
as though paid on the last day of that tax year if both of the following apply:


 


(a)                                  The
amount is paid within the time specified in 4.13-1(b).


 


(b)                                 The
amount is designated by Employer as attributable to that tax year.


 


4.13-3                                     Any
amount that is paid after the end of the plan year will be treated as though
paid on the last day of that plan year if both of the following apply:


 


(a)                                  The
amount is paid within the time specified in 4.13-1(b).


 


(b)                                 The
amount is designated by Employer as attributable to that plan year.


 


ARTICLE 5

Participants’ Accounts; Vesting


 


5.01                        Participants’
Accounts


 


5.01-1                                     The
Committee shall furnish each participant annually a statement showing
contributions to date and account balances.


 


5.01-2                                     The
Committee shall keep such separate accounts for each participant as may be
necessary to administer the plan properly.


 


5.01-3                                     A
participant’s accounts shall be fully vested at all times.


 


5.02                        Valuations
and Adjustments


 


5.02-1                                     The
assets in the trust shall be valued and the values allocated as follows:


 


(a)                                  The
Trustee shall value the assets of the trust, including any pooled investment
funds, at their fair market values and report the values to the Committee.


 


(1)                                  Subject
to (2), assets shall be valued as of each regular or special valuation date.


 


24





















 


(2)                                  If
the Committee adopts rules permitting daily valuation of investment funds, then
assets for which values are not available each business day shall be valued as
frequently as a value is available, but at least annually.


 


(3)                                  Assets
valued under (2) shall be deemed not to change in value until the next date as
of which a valuation under (2) is available.


 


(b)                                 The
Committee shall engage a qualified independent person who meets the
requirements similar to the requirements for an appraiser in regulations under
section 170(a)(1) of the Internal Revenue Code to value Qualifying Employer
Securities that are not publicly traded.


 


(c)                                  The
Committee shall allocate the value of trust assets as of the valuation date as
follows:


 


(1)                                  Appropriate
adjustments shall be made for any interim contributions or distributions since
the last allocation of trust asset values.


 


(2)                                  The
allocation of values in any pooled investment funds shall be in proportion to
account balances on the valuation date before adding any allocations or
subtracting any withdrawals or other distributions made as of that date.


 


5.02-2                                     The
Committee may call for a special valuation whenever it finds it desirable to
avoid a material distortion in benefits or otherwise to administer the plan
properly.


 


5.03                        Rollovers


 


5.03-1                                     The
Committee may approve rollover of funds from a tax qualified retirement plan or
individual retirement account described in section 408(a) of the Internal
Revenue Code (IRA) if all of the following criteria are met:


 


(a)                                  The
individual rolling over the funds is a Qualified Employee of Employer at the
time the rollover is made.


 


(b)                                 The
funds come from either of the following:


 


(1)                                  An
IRA that holds only amounts rolled over from one or more eligible rollover
distributions from other qualified plans and related earnings and no after-tax
amounts.


 


(2)                                  An
eligible rollover distribution from a qualified plan.


 


(c)                                  The
funds are paid to this plan within 60 days after distribution from the other
plan or IRA.


 


25





















 


(d)                                 The
funds do not include any employee contributions.


 


(e)                                  The
funds include no property other than cash or Qualifying Employer Securities.


 


(f)                                    The
Committee finds that the rollover will not impair the qualified status of this
plan.


 


5.03-2                                     A
rollover shall be accounted for in such manner as the Committee shall decide.


 


5.04                        Transfers
Between Plans


 


5.04-1                                     The
Committee may approve a transfer from this plan directly into another qualified
plan if all of the following conditions are met:


 


(a)                                  The
account is currently distributable under this plan.


 


(b)                                 The
individual involved requests that the account be distributed directly to the
other plan in which the individual may participate.


 


(c)                                  The
plan administrator of the receiving plan has agreed to accept the funds and has
affirmed that the receiving plan is authorized to accept the transfer.


 


5.04-2                                     The
Committee may direct the Trustee to accept funds transferred directly to this
plan from another qualified plan if all of the following conditions are met:


 


(a)                                  The
individual involved has requested the transfer and is a Qualified Employee of
Employer at the time the transfer is made.


 


(b)                                 The
Committee determines that the transfer will not impair the qualified status of
this plan.


 


(c)                                  Subject
to (d) below, none of the amount transferred is subject to any distribution
requirement that is inconsistent with the distribution options in this plan.


 


(d)                                 A
transfer that does not satisfy (c) above may be accepted if it is an elective
transfer under Treasury Regulation section 1.411(d)-4 Q&A-3 and the
requirements of the regulation are met.


 


(e)                                  None
of the amount transferred consists of after-tax employee contributions.


 


5.04-3                                     An
amount received by direct transfer shall be accounted for in such manner as the
Committee shall decide.


 


26





















 


5.05                        In-Service
Withdrawals


 


5.05-1                                     A
participant may withdraw money from the plan before termination of employment
as follows:


 


(a)                                  Before
age 701⁄2 - elective contributions to the extent approved by the Committee
because of financial hardship under 5.05-2.


 


(b)                                 After
age 701⁄2 - all amounts.


 


5.05-2                                     “Financial
hardship” means a participant’s immediate and heavy financial need that cannot
be met from other reasonably available resources and is caused by one or more
of the following:


 


(a)                                  Medical
expenses under Internal Revenue Code section 213(d) of the participant, the
spouse or a dependent under Internal Revenue Code section 152.


 


(b)                                 The
cost of tuition and room and board and related education fees for the next 12
months for post-secondary education of the participant, the participant’s child
or spouse or a dependent under Internal Revenue Code section 152.


 


(c)                                  The
cost of buying the principal residence of the participant, not including making
mortgage payments.


 


(d)                                 The
cost of preventing eviction from or foreclosure on the principal residence of
the participant.


 


5.05-3                                     If
a participant makes a hardship withdrawal under 5.05-1, both of the following
shall apply:


 


(a)                                  New
elective contributions by the participant shall be suspended for 6 months from
receipt of the hardship withdrawal.


 


(b)                                 The
participant’s elective contributions for the plan year following the year of
the hardship withdrawal shall be limited to amounts determined under 4.02-1(c)
minus the participant’s elective contributions for the year of the hardship
withdrawal.


 


5.05-4                                     Withdrawals
shall be carried out under the following rules:


 


(a)                                  The
withdrawal date shall be fixed by the Committee after application by the
participant under Committee procedures.


 


(b)                                 If
the withdrawal is requested because of financial hardship, the application
shall include a signed statement of the facts causing financial hardship and
any other information required by the Committee. The Committee


 


27





















 


may rely on the signed statement of facts as
conclusive evidence of a participant’s financial need.  No hardship withdrawal shall be granted
unless the participant has elected to receive all dividends on Qualifying
Employer Securities currently available to the participant.


 


(c)                                  The
Committee may require a minimum advance notice, may limit the amount and
frequency of withdrawals and may delay payment of an approved withdrawal to
permit a special valuation, to permit liquidation of necessary assets or for
other pertinent reasons.


 


(d)                                 The
participant shall specify in the application which investment fund or funds are
to be charged with the withdrawal if more than one fund is involved.  Absent specification by the participant, the
Committee may reject the application or determine which funds are to be
charged.


 


(e)                                  Accounts
shall be adjusted as of the last regular or special valuation date on or before
the withdrawal unless the Committee elects to have a special valuation, which
will then control.


 


(f)                                    Withdrawals
on account of financial hardship shall be in cash except to the extent the
participant requests distribution in kind of amounts held in Qualifying
Employer Securities.  In that event, the
rules under 8.03-7 shall apply with respect to the portion of the distribution
made in Qualifying Employer Securities.


 


ARTICLE 6

Distribution of Benefits


 


6.01                        Entitlement;
Retirement Dates; Participation After Mandatory Benefit Starting Date


 


6.01-1                                     A
participant or beneficiary shall be entitled to benefits on the participant’s
death, disability as defined in 6.05, retirement, other termination of
employment or on reaching the mandatory benefit starting date under 6.04-2.


 


6.01-2                                     Retirement
shall occur on termination of employment after reaching one of the following
dates:


 


(a)                                  Normal
retirement date shall be age 65.


 


(b)                                 Deferred
retirement date shall be any day after normal retirement date.


 


6.01-3                                     Commencing
benefits under 6.04-2 while still employed shall not constitute retirement and
shall not prevent continued participation in contributions.  Contributions allocated to the account of a
participant after the distribution date under 6.04-2 shall be distributed as
soon as practicable, and in any case not later than the end of the calendar
year after the calendar year that includes the allocation date.


 


28





















 


6.01-4                                     If
a person entitled to receive benefits is rehired, the benefit shall not be paid
except as provided in 6.04-2.


 


6.02                        Amount and
Form of Benefit


 


6.02-1                                     A
participant’s benefit shall be the account balances, determined as follows:


 


(a)                                  The
account balances shall be the sum of the following, subject to (b):


 


(1)                                  The
amount realized from liquidation of the participant’s interest in any
separately invested funds.


 


(2)                                  The
amount of any other interest valued as of the last regular or special valuation
prior to the distribution.


 


(b)                                 An
investment in the Qualifying Employer Securities Fund shall be valued as
follows:


 


(1)                                  If
investments in the Qualifying Employer Securities Fund are accounted for in
shares of Qualifying Employer Securities, an investment in the Qualifying
Employer Securities Fund shall be the value of the shares when distributed plus
the amount realized from the liquidation of any fractional shares, subject to
(3).


 


(2)                                  If
(1) does not apply, the investment in the Qualifying Employer Securities Fund
shall be valued under (a)(2).


 


(3)                                  If
the Qualifying Employer Securities Fund is not 100 percent invested in
Qualifying Employer Securities at the time of the distribution, the portion of
the account that is not invested in Qualifying Employer Securities shall be
valued under (a)(2).


 


6.02-2                                     Benefits
shall be paid in a lump sum in cash subject to 8.03-7.


 


6.02-3                                     If
the participant’s accounts are distributed before the final allocation of
contributions is made, a final payment shall be made to the participant
promptly after allocation.


 


6.02-4                                     If
a participant or terminated employee dies, the participant’s accounts, as
determined under 6.02-1, shall be paid as a death benefit to the
beneficiary.  Application shall be made
under 6.03 and the rules in 6.04-3 shall apply. 
If the recipient is the participant’s surviving spouse, 6.03-2(d) and
6.03-4 shall apply.


 


29





















 


6.03                        Application
for Benefits; Time of Payment


 


6.03-1                                     A
participant or beneficiary eligible for benefits must apply in writing under
7.04 as follows:


 


(a)                                  Application
shall be made on a form prescribed by the Committee.


 


(b)                                 Application
shall be made after receipt of the explanation in 6.03-2(c) and within 90 days
before benefits are to start.


 


6.03-2                                     Subject
to 6.04-2 and 6.05-2, benefits shall be paid under the following rules:


 


(a)                                  Subject
to (b), the Committee shall direct the Trustee to pay benefits as soon as
reasonably possible whether or not an application is filed.


 


(b)                                 A
benefit that exceeds $5,000 shall not be paid until the participant reaches the
required beginning date under 6.04-2, unless the participant consents to an
earlier distribution.


 


(c)                                  The
Committee may delay payment of benefits for a reasonable period necessary to
process payment but in no event beyond 60 days after the latest of the
following:


 


(1)                                  The
end of the plan year of retirement.


 


(2)                                  The
date the amount is known.


 


(3)                                  The
date an application is received.


 


(d)                                 Between
30 and 90 days before benefits start, the Committee shall give the participant
or other eligible recipient an explanation of the following:


 


(1)                                  The
right to defer payment until the required beginning date under section 6.04-2,
if applicable.


 


(2)                                  The
right to elect to have a direct rollover under 6.03-4 if applicable.


 


(3)                                  The
applicability of mandatory withholding if a direct rollover could be elected
under 6.03-4 and is not.


 


(4)                                  The
applicable rules on rollover and taxation of the distribution as required by
section 402(f) of the Internal Revenue Code.


 


30





















 


(5)                                  The
right to defer any benefit election for at least 30 days.


 


(6)                                  If
(b) above applies, an explanation of the right to defer payment.


 


(e)                                  If
the explanations in (d) are given and the recipient makes the required
elections within 30 days, the recipient may request immediate distribution and
waive the balance of the 30-day period.


 


(f)                                    If
the amount does not exceed $5,000, only the information in (d)(2) through (5)
is required.


 


6.03-3                                     If
the date for payment under 6.04-2 has passed and the Committee has not located
the participant or beneficiary, the Committee shall distribute the benefit into
an interest-bearing account in a financial institution in the name of the
participant or beneficiary.  This shall
constitute a lump sum distribution to which regular tax reporting and
withholding requirements shall apply.


 


6.03-4                                     An
eligible recipient of an eligible rollover distribution may elect before a
benefit is paid to have the benefit distributed by a direct rollover into an
eligible retirement plan and the following shall apply:


 


(a)                                  The
recipient shall furnish the Committee sufficient information to identify the
eligible retirement plan or IRA and the fund holder to whom the direct rollover
should be paid.


 


(b)                                 “Eligible
retirement plan” means an individual retirement account described in section
408(a) or an individual retirement annuity described in section 408(b) of the
Internal Revenue Code, an employer-sponsored qualified retirement trust, an
annuity plan described in section 403(a) of the Internal Revenue Code, an
eligible deferred compensation plan described in section 457(b) of the Internal
Revenue Code which is maintained by an eligible employer under section
457(e)(1)(A) and an annuity contract described in section 403(b) of the
Internal Revenue Code.


 


(c)                                  “Eligible
rollover distribution” means any distribution from the plan other than the
following:


 


(1)                                  A
payment required by the minimum distribution rules under 6.04.


 


(2)                                  Corrective
distributions of ADP and CP test excess contributions and excess aggregate
contributions, and amounts in excess of the annual addition limit, together
with allocable income.


 


(3)                                  Corrective
distributions of excess deferrals together with allocable income.


 


31





















 


(4)                                  Any
portion of a hardship withdrawal under 5.05-1(a) paid after December 31, 1998,
attributable to elective contributions or to transfers of such
contributions.  Any hardship withdrawal
paid after December 31, 2001.


 


(5)                                  Dividends
on Qualifying Employer Securities that are distributed under 8.03.


 


(d)                                 “Eligible
recipient” means the participant, the spouse of a deceased participant and a
spouse or former spouse who is an alternate payee under a qualified domestic
relations order.


 


6.04                        Distribution
Rules


 


6.04-1                                     Subject
to the provisions of Schedule 6 of Appendix A, benefits shall be paid in
accordance with the following overriding rules as provided in Treasury
Regulation sections 1.401(a)(9)-1 and -2.


 


6.04-2                                     Payment
to a participant shall be made no later than the April 1 following the calendar
year in which the participant has reached 701⁄2 and is either a five percent
owner under section 416(i) of the Internal Revenue Code or has terminated
employment.


 


6.04-3                                     Payment
after a participant’s death shall be made as soon as practicable, and in any
case by the end of the fifth calendar year after the calendar year of death.


 


6.05                        Disability


 


6.05-1                                     A
disabled participant is one who as a result of illness or injury suffers from a
condition of mind or body that permanently prevents full-time employment by
Employer.  The Committee shall determine
the existence of disability and may have the participant examined by and rely
on advice from a medical examiner satisfactory to the Committee in making the
determination.


 


6.05-2                                     If
the participant notifies the Committee in writing that benefits after
disability would reduce any other disability benefit, the Committee shall defer
payment until the other benefit stops, subject to 6.04-2.


 


6.06                        Designation
of Beneficiary


 


6.06-1                                     Each
participant shall file a designation of beneficiaries with the Committee as
follows:


 


(a)                                  The
designation shall name a specific beneficiary or beneficiaries, which may
include a trust.  The beneficiaries may
be changed from time to time in accordance with these provisions.


 


32





















 


(b)                                 A
designation by a married participant of a beneficiary other than the surviving
spouse shall not be effective unless either of the following applies:


 


(1)                                  The
spouse executes a consent in writing that acknowledges the effect of the
designation and is witnessed by a plan representative or notary public.


 


(2)                                  The
consent cannot be obtained because the spouse cannot be located or because of
other circumstances provided by applicable regulations.


 


(c)                                  A
determination in good faith by the Committee that (b) has been complied with
shall be final and binding if the Committee has exercised proper fiduciary care
in making the determination.


 


(d)                                 The
designated beneficiary or other recipient described below shall receive any
residual benefit after death of a participant.


 


6.06-2                                     If
the participant’s marital status changes after the participant has designated a
beneficiary, the following shall apply, subject to any applicable qualified
domestic relations order under 10.06:


 


(a)                                  If
the participant is married at death but was unmarried when the designation was
made, the designation shall be void unless the spouse is the beneficiary or the
spouse consents to the designation in the manner prescribed above.


 


(b)                                 If
the participant is unmarried at death but was married when the designation was
made, the benefit shall be paid as though the former spouse had predeceased the
participant.


 


(c)                                  If
the participant was married when the designation was made and is married to a
different spouse at death, the designation shall be void unless the new spouse
consents to it in the manner prescribed above.


 


6.06-3                                     If
a beneficiary dies after the death of a participant but before full
distribution to the beneficiary, any benefit to which the beneficiary was entitled
shall be paid to the estate of the deceased beneficiary.


 


6.06-4                                     The
following shall apply to any part of a benefit as to which no valid designation
of beneficiary is in effect at death:


 


(a)                                  Subject
to (b) and (c) below, the benefit shall be paid in the following order of
priority:


 


(1)                                  To
the participant’s surviving spouse.


 


33





















 


(2)                                  To
the participant’s surviving children in equal shares.


 


(3)                                  To
the participant’s estate.


 


(b)                                 If
a beneficiary designated under (a) above or under 6.06-1 disclaims a benefit,
the benefit shall be paid as though that beneficiary had predeceased the
participant.


 


(c)                                  If
a surviving spouse entitled to a benefit consents after the participant’s death
to the participant’s designation of another beneficiary, the other beneficiary
shall be a validly designated beneficiary as to such benefit.


 


ARTICLE 7

Plan Administration


 


7.01                        Pension
Committee


 


7.01-1                                     The
plan shall be administered by a Pension Committee of one or more members of the
Board of Directors of the Company who are appointed by the Board.  The Committee shall have a Chair chosen from
among its members and a secretary who need not be a member.  Minutes shall be kept of all proceedings of
the Committee.  The Committee may act at
a meeting by a majority vote of a quorum present or without a meeting by action
recorded in a memorandum signed by a majority of all members.  A majority of members shall constitute a
quorum.


 


7.01-2                                     Any
member of the Committee may resign on 15 days’ notice to the Company.  The Company may remove any Committee member
without having to show cause.  All
vacancies on the Committee shall be filled as soon as reasonably practicable.  Until a new appointment is made, the
remaining members of the Committee shall have authority to act although less
than a quorum.


 


7.01-3                                     The
Trustee shall be given the names and specimen signatures of the Committee
members, the Chair and the secretary. 
The Trustee shall accept and rely on the names and signatures until notified
of a change.


 


7.01-4                                     Documents
may be signed for the Committee by the Chair, the secretary or other person
designated by the Committee.


 


7.02                        Committee
Powers and Duties; Reports to Committee


 


7.02-1                                     The
Committee shall interpret the plan and the related trust, shall decide any
questions about the rights of participants and their beneficiaries and in
general shall administer the plan and trust. 
Any decision by the Committee shall be final and bind all parties.  The Committee shall have absolute discretion
to carry out its responsibilities.


 


7.02-2                                     The
Committee shall be the plan administrator under federal laws and regulations
applicable to plan administration and shall comply with such laws and
regulations.


 


34





















 


The president of the
Company shall be an agent for service of process on the plan at the Company’s
address.


 


7.02-3                                     The
Committee shall keep records of all relevant data about the rights of all
persons under the plan.  The Committee
shall determine eligibility to participate and the time, manner, amount and
recipient of payment of benefits and the Service of any employee and shall
instruct the Trustee on distributions. 
Any person having an interest under the plan may consult the Committee
at any reasonable time.


 


7.02-4                                     The
Committee may delegate all or part of its administrative duties to one or more
agents and may retain advisors to assist it. 
The Committee may consult with and rely upon the advice of counsel who
may be counsel for an Employer.  The
Committee shall appoint any independent public accountant required for the
plan.


 


7.02-5                                     Each
Employer shall furnish the Committee any information reasonably requested by it
for plan administration.


 


7.03                        Company
and Employer Functions


 


7.03-1                                     Except
as provided in 7.03-2, all Company or Employer functions or responsibilities
shall be exercised by the chief executive officer of the corporation, who may
delegate all or any part of those functions.


 


7.03-2                                     The
power to appoint or remove members of the Committee or to amend or terminate
the plan and trust may be exercised only by the Board of Directors of the
Company, except as provided in 7.03-3.


 


7.03-3                                     The
chief executive officer of the Company may amend the plan to make technical,
administrative or editorial changes on advice of counsel to comply with
applicable law or to simplify or clarify the plan.


 


7.03-4                                     The
Board of Directors of the Company or an Employer shall have no administrative
or investment authority or function. 
Membership on the Board shall not, by itself, cause a person to be
considered a plan fiduciary.


 


7.04                        Claims
Procedure


 


7.04-1                                     Claims
for benefits under the plan shall be governed by these procedures.


 


(a)                                  The
Committee shall establish administrative processes and safeguards to ensure and
verify that claims decisions are made in accordance with the plan and that,
where appropriate, plan provisions have been applied consistently with respect
to similarly situated claimants.


 


(b)                                 Any
person claiming a benefit, or requesting an interpretation, ruling or
information, shall present the request in writing to the chair of the
Committee, who will decide the claim.


 


35





















 


7.04-2                                     The
Committee will respond to a claim as follows:


 


(a)                                  If
the claim that does not involve a disability determination is wholly or
partially denied, the Committee will notify the claimant of the adverse
determination within a reasonable time not longer than 90 days after the plan
received the claim unless special circumstances require an extension of time.


 


(b)                                 The
Committee will notify a claimant in writing of the need for any extension under
(a) before the end of the initial 90 days.


 


(1)                                  Any
notice of extension will indicate the special circumstances requiring the
extension and the date by which a decision is expected.


 


(2)                                  Any
extension will be no longer than another 90 days after the initial period.


 


(c)                                  If
the claim involves a disability determination, the Committee will notify the
claimant of the adverse determination within 45 days after the plan received
the claim unless special circumstances require an extension of time.


 


(1)                                  The
Committee will notify a claimant in writing of the need for an extension, which
will be no more than 30 days unless a second extension is required, which will
be no more than an additional 30 days.


 


(2)                                  If
an extension of time to decide a disability claim is required because the
claimant failed to supply information specified in the extension notice, the
claimant will have at least 45 days in which to provide the information and the
time for deciding the claim will be delayed by the number of days until the
claimant responds to the request for additional information or until the date
for the claimant to respond has passed, whichever occurs first.


 


7.04-3                                     The
Committee will provide the claimant with written or electronic notification of
any adverse determination on a claim, including:


 


(a)                                  The
specific reason or reasons for the determination.


 


(b)                                 Reference
to the specific plan provisions on which the determination is based.


 


(c)                                  A
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why it is necessary.


 


(d)                                 A
description of the review procedures under 7.04-4 and the applicable time
limits.


 


36





















 


(e)                                  A
statement of the claimant’s right to bring a legal action under ERISA following
any adverse determination on review.


 


7.04-4                                     A
claimant may request review of an adverse determination on a claim as follows:


 


(a)                                  A
request to review a claim must be submitted to the Committee chair in writing
no later than the applicable deadline.


 


(1)                                  For
claims that involve a disability determination, the applicable deadline is 180
days after the claimant receives notice of the adverse determination.


 


(2)                                  For
all other claims, the applicable deadline is 60 days after the claimant
receives notice of the adverse determination.


 


(b)                                 The
claimant may submit written comments, documents, records and other information
relating to the claim.


 


(c)                                  Upon
request and at no charge, the claimant may have copies of any document, record
or other information that:


 


(1)                                  was
relied on in making the determination;


 


(2)                                  was
submitted, considered or generated in the course of making the determination,
whether or not relied on; or


 


(3)                                  demonstrates
compliance with the processes and safeguards under 7.04-1(a).


 


(d)                                 If
the appeal is for a claim that involves a disability determination, the
claimant shall be provided the name of any medical or vocational expert whose
advice was obtained in reviewing the initial claim.


 


(e)                                  The
Committee’s review shall take into account all comments, documents, records and
other information submitted by the claimant relating to the claim, whether or
not considered in the initial determination.


 


(f)                                    If
the appeal is for a claim that involves a disability determination, the
Committee will not defer to the initial claim denial.  If the denial was based on a medical
judgment, the Committee will consult a medical professional, such as a doctor,
trained in the medical field involved in judging the disability claim.  The person consulted will not be the same
person consulted in deciding the initial claim.


 


(g)                                 The
Committee may, but shall not be required to, grant the claimant a hearing.


 


37





















 


7.04-5                                     The
full Committee shall review any appeal and shall respond as follows:


 


(a)                                  The
Committee will notify the claimant of its determination on review within a
reasonable time not longer than 60 days (45 days in the case of a claim
involving a disability determination) after the plan received the request for
review unless an extension of time is required for a hearing or other special
circumstances.


 


(b)                                 The
Committee will notify a claimant in writing of the need for any extension
before the end of the initial 60 days (45 days in the case of a claim involving
a disability determination).


 


(1)                                  Any
notice of extension will indicate the special circumstances requiring the extension
and the date by which a decision is expected.


 


(2)                                  No
extension will be longer than another 60 days (45 days in the case of a claim
involving a disability determination) after the initial period.


 


7.04-6                                     The
Committee will provide the claimant with written or electronic notification of
its determination on appeal.  If the
determination is adverse, the notice will include:


 


(a)                                  The
specific reason or reasons for the determination.


 


(b)                                 Reference
to the specific plan provisions on which the determination is based.


 


(c)                                  A
statement that, upon request and at no charge, the claimant may have copies of
any document, record or other information under 7.04-4.


 


(d)                                 A
summary of the claimant’s right to bring a civil action under ERISA.


 


7.05                        Expenses


 


7.05-1                                     Members
of the Committee shall not be compensated for services out of the plan
assets.  The Committee shall be
reimbursed for all expenses.


 


7.05-2                                     The
Company may elect to pay any administrative fees or expenses and may allocate
the cost among the Employers.  Otherwise
the expenses and fees shall be paid from the plan assets.  Expenses related to a particular account or
to an investment fund under 8.02-1 may be charged directly to that account or
fund.


 


38


















 


7.06                        Indemnity
and Bonding


 


7.06-1                                     The
Company shall indemnify and defend any plan fiduciary who is an officer,
director or employee of Employer from any claim or liability that arises from
any action or inaction in connection with the plan subject to the following
rules:


 


(a)                                  Coverage
shall be limited to actions taken in good faith that the fiduciary reasonably
believed were not opposed to the best interest of the plan.


 


(b)                                 Negligence
by the fiduciary shall be covered to the fullest extent permitted by law.


 


(c)                                  Coverage
shall be reduced to the extent of any insurance coverage.


 


7.06-2                                     The
Company shall indemnify and defend any plan fiduciary not covered by 7.06-1
from any claim or liability arising from any action or inaction based on
information or direction from the Committee or an Employer absent willful
misconduct, gross negligence or bad faith.


 


7.06-3                                     Plan
fiduciaries shall be bonded to the extent required by applicable law for the
protection of plan assets.


 


ARTICLE 8

Investment of Trust Funds


 


8.01                        Trust Fund


 


Benefits
under this plan shall be funded through a trust established by agreement
between the Company and a Trustee.  The
Trustee shall receive the contributions, hold and invest them and pay benefits.


 


8.02                        Pooled
Investment Funds


 


8.02-1                                     Plan
assets shall be pooled for investment in one or more investment funds
established by the Committee.  The
Committee shall define objectives for the funds, may establish new funds,
combine two or more funds or change the objectives of an existing fund.


 


8.02-2                                     The
Trustee and any investment manager shall be informed of any Committee action
with respect to the investment funds. 
The Committee shall inform all participants about the funds and the
objectives of each.


 


8.02-3                                     Subject
to 8.03-3(a)(4), allocation of the account of each participant among the funds
shall be controlled as follows:


 


(a)                                  A
participant shall allocate contributions among the funds in minimum increments
established by the Committee and may elect to transfer assets between
funds.  An allocation once made shall
apply to all future


 


39





















 


contributions
unless changed by the participant.  If no
allocation has been made, the Committee shall determine the fund or funds into
which contributions shall be deposited.


 


(b)                                 Subject
to (d), all allocations and elections to transfer shall be by written notice to
the Committee.  The Committee shall adopt
rules for allocations and transfers, which may restrict amounts and timing to
the extent permitted by law.  Transfers
shall be made over a reasonable period to allow orderly liquidation and
reinvestment of the funds.


 


(c)                                  A
participant may change the allocations of assets among funds, including ESOP
funds under 8.03-2, as of times established by the Committee, not less often
than quarterly over the plan year. 
Assets shall be transferred automatically whenever the participant
changes allocations, so that existing and future allocations shall be the same.  Transfers shall be made over a reasonable
period to allow orderly liquidation and reinvestment of the funds


 


(d)                                 The
Committee may adopt rules permitting some or all allocations and elections
under 8.02-3 and 4.02 to be made by telephonic or electronic media.  Completion of an allocation or election in
accordance with such rules shall constitute return of an allocation or election
to the Committee.


 


8.02-4                                     The
rights of a participant under 8.02-3 may be exercised by a beneficiary as
follows:


 


(a)                                  Subject
to (c), the beneficiary must be currently entitled to receive benefits on
account of the death of a participant.


 


(b)                                 If
more than one person or entity is entitled to share the benefit, the Committee
may do any of the following:


 


(1)                                  Designate
one person or entity to make decisions controlling the entire account.


 


(2)                                  Divide
the account and allocate the decision-making power over separate portions to
separate beneficiaries.


 


(3)                                  Require
the beneficiaries to designate one of themselves or a third person to exercise
the power for all of them in such manner and on such terms as the Committee may
prescribe.


 


(c)                                  An
alternate payee under a qualified domestic relations order under 10.06 shall be
considered a beneficiary for this purpose if one of the following applies:


 


(1)                                  The
participant has died.


 


40





















 


(2)                                  The
alternate payee’s interest is held in a separate account and the Committee
elects to allocate to the alternate payee the power of decision over the
account.


 


8.03                        Qualifying
Employer Securities


 


8.03-1                                     Up
to 100 percent of the assets of the trust may be invested in Qualifying
Employer Securities.  “Qualifying
Employer Securities” means common stock of the Company or other securities
described in section 409(l) of the Internal Revenue Code that are specified in
writing to the Committee by the Company. 
Qualifying Employer Securities transferred to the plan upon termination
of a related plan may be retained in the trust.


 


8.03-2                                     Qualifying
Employer Securities shall be held for participants only in one or more separate
investment funds (ESOP funds) established by the Committee under 8.02-3 and the
following shall apply:


 


(a)                                  The
Committee shall establish and maintain one or more ESOP funds.  The ESOP fund shall initially consist of
amounts held in the Company Stock Fund maintained before the ESOP fund was
established.


 


(b)                                 Contributions
paid in Qualifying Employer Securities or paid in cash and required to be
initially invested in Qualifying Employer Securities shall be deposited and
held in ESOP funds.  Amounts invested in
Qualifying Employer Securities at the direction of participants shall be held
in ESOP funds.


 


(c)                                  Subject
to 8.03-3, dividends on Qualifying Employer Securities shall be reinvested in
Qualifying Employer Securities.  After
investment of the dividend, the amount shall be subject to the general rules of
the plan concerning direction of investments by participants.


 


8.03-3                                     Dividends
on Qualifying Employer Securities held in one or more ESOP funds under 8.03-2
shall be distributed to participants, as follows:


 


(a)                                  The
Company may direct the Committee in writing from time to time that dividends on
all Qualifying Employer Securities shall be distributed to participants, and
the following shall apply:


 


(1)                                  The
Company may direct that dividends be paid directly to participants or be paid
to participants from the Trust in cash no later than 90 days after the end of
the plan year in which the dividends are paid to the Trust.  The direction shall apply only to dividends
with a record date after the Committee receives the notice.


 


(2)                                  If
dividends are to be paid directly to participants, the Committee shall provide
the Company with information reasonably requested by the Company for the
purpose of identifying recipients and the amount of dividends to be paid with
respect to shares allocated to the participant’s accounts as of the dividend
record date.


 


41





















 


(3)                                  If
dividends are to be paid to participants by the Trust, the amount distributed
to a participant shall be the amount of dividends paid on Qualifying Employer
Securities allocated to the participant’s accounts as of the record date for
the dividend payment.  Earnings on
dividends shall not be distributed.


 


(4)                                  Dividends
shall be invested pending distribution in the investment fund that is most
liquid and least likely to suffer loss of value unless the Committee or Trustee
determines that dividends shall be held in cash for appropriate
administration.  Dividends pending
distribution and related earnings shall not be subject to investment direction
by participants.  After distribution of
dividends, earnings on dividends distributed to a participant shall be invested
according to the most recent investment directions of the participant with
respect to contributions unless the Committee directs the investment of the
earnings.


 


(b)                                 Subject
to (a) above, a participant may elect to have dividends distributed to the
participant with respect to Qualifying Employer Securities allocated to the
participant as of the record date for the dividend payment under rules
established by the Committee that shall comply with the following:


 


(1)                                  Participants
shall be given a reasonable opportunity before a dividend is paid or
distributed in which to make the election.


 


(2)                                  Participants
shall have a reasonable opportunity to change a dividend election, at least
annually.


 


(3)                                  Any
election shall continue to apply with respect to all subsequent dividends with
respect to Qualifying Employer Securities allocated to the participant’s
account, unless the participant changes the election.


 


(4)                                  If
the plan terms governing the manner for payment or distribution of dividends to
participants are modified, the participant shall be given a reasonable
opportunity to make an election under the new plan terms before the date on
which the first dividend that is subject to the new plan terms is paid or
distributed.


 


(5)                                  A
participant’s election with respect to any dividend shall be irrevocable on the
day before the date for payment or distribution of the dividend to participants
unless the Committee establishes and notifies participants of an earlier date.


 


(6)                                  If
a participant does not elect distribution of dividends, the participant will be
deemed to have elected to have dividends invested in Qualifying Employer Securities.


 


42





















 


(c)                                  The
following shall apply to dividends that are covered by an election to
distribute the dividends:


 


(1)                                  The
provisions of 8.03-3(a)(1), (2), (3) and (4) shall apply.


 


(2)                                  If
the Company does not provide directions under 8.03-3(a)(1), the Trust shall
distribute dividends to the participant in accordance with directions of the
Committee.


 


(3)                                  The
Committee shall determine the timing and frequency of the distributions, but
distribution shall be completed no later than 90 days after the end of the plan
year in which the dividends are paid to the Trust.


 


8.03-4                                     Participants
may elect to diversify amounts allocated to their ESOP accounts by instructing
the Committee as follows:


 


(a)                                  Elections
shall be allowed in accordance with the general procedures of the plan for
investment directions by participants, except as provided in (c) below.


 


(b)                                 Elections
shall be available to a participant without regard for age or years of
participation.


 


(c)                                  Subject
to 8.03-3, a participant may elect to have all or any portion of the balance of
the participant’s ESOP accounts invested in alternative investment funds under
8.02-3.  An election shall include the
participant’s direction to the Committee to transfer amounts to one or more
other investment funds under the plan for investment.  The plan shall provide at least three
investment options not inconsistent with any applicable regulations under
section 401(a)(28) of the Internal Revenue Code.


 


(d)                                 Elections
shall be given effect not less often than quarterly.


 


8.03-5                                     “ESOP
account” means the portion of a participant’s accounts under the plan that is
invested in one or more ESOP funds identified under 8.03-2 or holding dividends
under 8.03.


 


8.03-6                                     The
ESOP funds under 8.03-2 shall be invested primarily in Qualifying Employer
Securities.  The funds may hold
incidental amounts of cash or other investments to the extent permitted by
policies and procedures of the Committee. 
ESOP funds and ESOP accounts may also hold amounts for dividend
distributions as provided in 8.03-3.  To
the extent that dividends on Qualifying Employer Securities are not designated
for distribution to participants, they shall be reinvested in Qualifying Employer
Securities.


 


8.03-7                                     Amounts
held in Qualifying Employer Securities shall be distributed in whole shares at
the election of the recipient. 
Fractional shares shall be distributed in cash.


 


43





















 


8.03-8                                     Participants
shall be permitted to direct the exercise of voting rights and responses to
tender or exchange offers on shares of Qualifying Employer Securities allocated
to their accounts on any matter on which shareholders are entitled to vote or
in circumstances in which shareholders are solicited to tender or exchange
their shares, as follows:


 


(a)                                  The
Company shall provide the Trustee and the plan participants with all notices
and information that the Company provides to its shareholders in connection
with the exercise of their voting, tender or exchange rights.


 


(b)                                 The
Company may solicit participants to direct the Trustee to give proxies with
respect to shares of Qualifying Employer Securities allocated to the
participants’ accounts in the same manner as proxies are solicited generally
from its shareholders, subject to (d).


 


(c)                                  Unless
directed to do so by the participant, voting rights, tender or exchange shall
not be exercised on shares of Qualifying Employer Securities allocated to a
participant’s account.


 


(d)                                 The
Company shall use best efforts to ensure that no Employer shall have
information about how an individual participant directed voting or took any
particular action with respect to shares allocated to the participant’s
account.


 


ARTICLE 9

Amendment; Termination; Merger


 


9.01                        Amendment


 


9.01-1                                     The
Company may amend this plan at any time by written instrument as follows:


 


(a)                                  No
amendment shall revest any of the plan assets in any Employer or otherwise
modify the plan so that it would not be for the exclusive benefit of eligible
employees except as required or permitted by applicable law and regulations.


 


(b)                                 No
amendment shall reduce any participant’s accrued benefit, or the vested
percentage of that accrued benefit, as of the date the amendment is adopted or
is effective, whichever is later.


 


9.01-2                                     Amendments
may be made effective retroactively to the extent permitted by applicable law
and regulations.


 


9.02                        Termination


 


9.02-1                                     The
Company may terminate this plan or discontinue contributions at any time.  In the event of any total or partial
termination or discontinuance, the accounts of all affected participants shall
remain fully vested and nonforfeitable. 
The Company may request a


 


44





















 


ruling from the Internal
Revenue Service on the effect of termination on the qualification of the
plan.  The Trustee may decline to
distribute the trust fund until the ruling has been issued.


 


9.02-2                                     Upon
termination or discontinuance, the Company may continue the trust to pay
benefits as they mature or liquidate and distribute the relevant portion of the
trust fund as follows:


 


(a)                                  If
the Employer does not maintain a successor defined contribution plan, the
assets may be distributed to employees or transferred to a qualified plan that
is not a successor plan.


 


(b)                                 If
the Employer maintains a successor defined contribution plan, the assets may be
transferred to the successor plan.  The
assets may not be distributed to employees before termination of employment
except as allowed under 5.05 for in-service withdrawals.


 


(c)                                  The
net assets transferred or distributed shall be allocated by the Committee among
participants and beneficiaries in proportion to their interests.


 


9.03                        Merger


 


If
this plan is merged or consolidated with or the assets or liabilities are transferred
to any other plan or trust, the benefit that each participant would receive if
the plan terminated just afterwards shall be at least as much as if it
terminated just before.


 


ARTICLE 10

Miscellaneous Provisions


 


10.01                 Information
Furnished


 


10.01-1                              The
Committee may accept as correct and rely on any information furnished by
Employer.  The Committee may not demand
an audit, investigation or disclosure of the records of Employer.


 


10.01-2                              The
Committee may require satisfactory proof of age, marital status or other data
from a participant or beneficiary.  The
Committee may adjust any benefit if an error in relevant data is discovered.


 


10.02                 Applicable
Law


 


This
plan shall be construed according to the laws of Washington except as preempted
by federal law.


 


10.03                 Plan
Binding on All Parties


 


This
plan shall be binding upon the heirs, personal representatives, successors and
assigns of all present and future parties.


 


45





















 


10.04                 Not
Contract of Employment


 


The
plan shall not be a contract of employment between an Employer and any
employee, and no employee may object to amendment or termination of the
plan.  The plan shall not prevent any
Employer from discharging any employee at any time.


 


10.05                 Notices


 


Except
as otherwise required or permitted under this plan or applicable law, any
notice or direction under this plan shall be in writing or by electronic means
with written confirmation.  Notices and
directions shall be effective when actually delivered physically or by
electronic means or when deposited postpaid as first-class mail.  Mail shall be directed to the address stated
in this plan or in a statement of adoption or to such other address as a party
may specify by notice to the other parties. 
Notice to the Committee shall be sent to the Company’s address.


 


10.06                 Benefits
Not Assignable; Qualified Domestic Relations Orders


 


10.06-1                              This
plan is for the personal protection of the participants.  No vested or unvested interest of any
participant or beneficiary may be assigned, alienated, seized by legal process,
transferred or subjected to the claims of creditors in any way, except as
provided in 10.06-2.


 


10.06-2                              Benefits
shall be paid in accordance with a qualified domestic relations order (QDRO)
under section 414(p) of the Internal Revenue Code pursuant to procedures
established by the Committee.  A benefit
may be paid to an alternate payee at the earliest time permitted by the QDRO
whether or not the participant has terminated employment.


 


10.07                 Nondiscrimination


 


The
Company, each Employer and the Committee shall to the fullest extent possible
treat all persons who may be similarly situated alike under this plan.


 


10.08                 Nonreversion
of Assets


 


10.08-1                              Subject
to the following paragraphs, no part of the contributions or the principal or
income of this plan shall be paid to or revested in an Employer or be used
other than for the exclusive benefit of the participants and their
beneficiaries.


 


10.08-2                              A
contribution may be returned to an Employer to the extent that either of the
following applies:


 


(a)                                  The
contribution was made by mistake of fact.


 


(b)                                 A
deduction for the contribution under 4.10-1 is disallowed.


 


10.08-3                              Return
of contributions under 10.08-2 shall be subject to the following:


 


46





















 


(a)                                  Any
return must occur within one year of the mistaken payment or disallowance of
the deduction.


 


(b)                                 The
returnable amount shall be reduced by a pro rata share of any investment losses
attributable to the contribution and by any amounts that cannot be charged
under (c) below.


 


(c)                                  The
amounts returned shall be charged to participants’ accounts in the same
proportion as the accounts were credited with the contribution.  No participant’s account shall be charged
more than it was previously credited.


 


(d)                                 If
an elective contribution is reduced, Employer shall promptly pay the amount to
the participant as additional compensation.


 


10.08-4                              If
a mistaken contribution cannot be returned because of the one-year limit in
10.08-3(a), the amount shall be placed in a suspense account in the plan to the
credit of Employer and applied as soon as practicable to pay plan expenses or
future contributions.


 


ARTICLE 11

Special Top-Heavy Plan Rules


 


11.01                 Application
of Rules


 


11.01-1                              In
order to avoid having the plan be or become top-heavy, the Committee may reduce
elective contributions and related matching contributions made at any time
during the plan year for key employees.


 


11.01-2                              If
the plan becomes top-heavy, the rules in this Article shall apply and shall
control over any other provisions with which they conflict.


 


11.01-3                              The
rules in Schedule 7 of Appendix A shall supersede any inconsistent provision in
this Article.


 


11.02                 Determination
of Top-Heavy Status


 


11.02-1                              The
plan shall be top-heavy for a plan year if, as of the determination date, the
plan’s top-heavy percentage for the year exceeds 60 percent.  The top-heavy percentage is the present value
of accrued benefits of all key employees as a percentage of the present value
of accrued benefits of all key and non-key employees other than the following:


 


(a)                                  Former
key employees.


 


(b)                                 Former
employees who have performed no services for Employer during the one-year
period ending on the determination date.


 


11.02-2                              The
determination date shall be the last day of the preceding plan year.


 


47





















 


11.02-3                              “Key
employee” and “non-key employee” are defined in section 416(i) of the Internal
Revenue Code.


 


11.02-4                              The
following plans of Employers and affiliates shall be considered as one plan for
determining top-heaviness:


 


(a)                                  Any
plan in which a key employee participates.


 


(b)                                 Any
plan that must be considered in order for a plan in (a) to meet the minimum
coverage requirements for qualification under Internal Revenue Code sections
401(a)(4) and 410.


 


11.02-5                              For
purposes of 11.02-1, the present value of a participant’s accrued benefit shall
be the sum of the account balances as of the determination date, subject to the
following:


 


(a)                                  Any
later Employer contributions allocated as of that date shall be excluded.


 


(b)                                 Rollovers
and transfers shall be included or excluded as provided in 11.02-6 and 11.02-7.


 


11.02-6                              Except
as provided below, distributions and transfers made within the plan year ending
on the determination date and distributions in the four preceding plan years
for any reason other than separation from service, death or disability, shall
be added back to the present value of accrued benefits as of the determination
date unless already counted.  A transfer
out of this plan, or a distribution that is rolled over, shall not be added
back if either of the following applies:


 


(a)                                  It
goes to a plan maintained by Employer or an affiliate.


 


(b)                                 It
is not initiated by the employee.


 


11.02-7                              A
rollover or transfer shall be included only if one of the following applies:


 


(a)                                  It
comes from a plan maintained by Employer or a statutory affiliate under 2.01-2.


 


(b)                                 It
is not initiated by the employee.


 


11.03                 Top-Heavy
Plan Restrictions


 


11.03-1                              The
following provisions shall apply effective the first plan year for which the
plan is top-heavy and shall continue in effect even if the plan ceases to be
top-heavy.


 


48





















 


11.03-2                              Each
participant who is a non-key employee employed at the end of the year shall
receive a minimum Employer contribution regardless of the participant’s Hours
of Service for the year, or whether or not the participant has elective
contributions during the year.


 


(a)                                  The
minimum contribution (excluding elective contributions) for a non-key employee
shall be the lesser of the following:


 


(1)                                  The
largest combined elective and other Employer contribution, expressed as a
percentage of compensation as defined in 4.01-1(d), for any key employee for
the year.


 


(2)                                  3
percent of such compensation.


 


(b)                                 Matching
contributions under 4.03, Safe Harbor Contributions under 4.04, Profit Sharing
Contributions under 4.05 and Transition Contributions under 4.06 for any
non-key employee shall reduce the minimum contribution required for that
employee.


 


	
  Company

  	
  CASCADE NATURAL GAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Brian Matsuyama

  
	
   

  	
   

  	
  Brian Matsuyama, Chairman & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Date signed: December 17, 2002

  



 


PLAN AMENDMENT 1 EXECUTED AS FOLLOWS IS EFFECTIVE ON JULY 1, 2003:


 


	
   

  	
  CASCADE NATURAL GAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Matsuyama

  
	
   

  	
   

  	
  Brian Matsuyama, Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Date signed: June 30, 2003

  



 


49





















 


AMENDMENT 2 EXECUTED AS FOLLOWS IS EFFECTIVE AS PROVIDED IN THE
AMENDMENT:


 


	
  Company

  	
  CASCADE NATURAL GAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Brian Matsuyama

  
	
   

  	
   

  	
  Brian Matsuyama, President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Date signed: September 29, 2003

  



 


AMENDMENT NO. 3 EXECUTED AS FOLLOWS IS EFFECTIVE AS PROVIDED IN THE
AMENDMENT:


 


	
  Company

  	
  CASCADE NATURAL GAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ W. Brian Matsuyama

  
	
   

  	
   

  	
  W. Brian Matsuyama, President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Date signed: September 29, 2004

  



 


50





















 


APPENDIX
A


TO THE


CASCADE NATURAL GAS CORPORATION


EMPLOYEE RETIREMENT SAVINGS PLAN


 


This Appendix
A sets forth the terms of IRS model amendments adopted in Amendment One to the
2002 restatement to comply with changes enacted under EGTRRA.  The terms of this Appendix A supersede any
conflicting provision in the body of the plan document.  Appendix A consists of seven schedules.


 


2002 RESTATEMENT


 


SCHEDULE
1


 


In order to incorporate the IRS-approved model amendment increasing the
compensation limit, the following model amendment provided by IRS Notice 2001-57
is incorporated into the Plan:


 


The annual compensation of each participant
taken into account in determining allocations for any plan year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with section 401(a)(17)(B) of the Code.  Annual compensation means compensation during
the plan year or such other consecutive 12-month period over which compensation
is otherwise determined under the plan (the determination period).


 


The cost-of-living adjustment in effect for a
calendar year applies to annual compensation for the determination period that
begins with or within such calendar year.


 


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SCHEDULE
2


 


In order to incorporate the IRS-approved model amendment for maximum
annual additions, the following model amendment provided by IRS Notice 2001-57
is incorporated into the Plan:


 


Maximum annual addition.  Except to the extent permitted under section
414(v) of the Code, if applicable, the annual addition that may be contributed
or allocated to a participant’s account under the plan for any limitation year
shall not exceed the lesser of:


 


(a) $40,000, as adjusted for increases in the
cost-of-living under section 415(d) of the Code, or


 


(b) 100 percent of the participant’s
compensation, within the meaning of section 415(c)(3) of the Code, for the
limitation year.


 


The compensation limit referred to in (b)
shall not apply to any contribution for medical benefits after separation from
service (within the meaning of section 401(h) or section 419A(f)(2) of the
Code) which is otherwise treated as an annual addition.


 


52





















 


SCHEDULE
3


 


In order to incorporate the IRS-approved model amendment for elective
deferrals — contribution limitation, the following model amendment provided by
IRS Notice 2001-57 is incorporated into the Plan:


 


No participant shall be permitted to have
elective deferrals made under this plan, or any other qualified plan maintained
by employer during any taxable year, in excess of the dollar limitation
contained in section 402(g) of the Code in effect for such taxable year, except
to the extent permitted under Schedule 5 of this Appendix and section 414(v) of
the Code, if applicable.


 


53





















 


SCHEDULE
4


 


In order to incorporate the IRS-approved model amendment repealing the
multiple use test, the following model amendment provided by IRS Notice 2001-57
is incorporated into the Plan:


 


The multiple use test described in Treasury
Regulation section 1.401(m)-2 and sections 4.05-4 (for periods before October
1, 2003) and 4.08-5 (for periods after September 30, 2003) of the Plan shall
not apply for plan years beginning after December 31, 2001.


 


54





















 


SCHEDULE
5


 


In order to incorporate the IRS-approved model amendment for catch-up
contributions, the following model amendment provided by IRS Notice 2001-57 is
incorporated into the Plan:


 


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. This provision shall
apply to contributions after December 31, 2001.


 


55





















 


SCHEDULE
6


 


In order to incorporate the IRS-approved model amendment to implement
application of the 2002 final regulations on minimum distributions, the
following model amendment provided by IRS Revenue Procedure 2002-29 is
incorporated into the Plan:


 


Section 1. General Rules


 


1.1  Effective Date.  The provisions of this Schedule 6 will apply
for purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.


 


1.2  Precedence. 
The requirements of this Schedule 6 will take precedence over any
inconsistent provisions of the plan.


 


1.3  Requirements of Treasury Regulations
Incorporated.  All distributions required
under this article will be determined and made in accordance with the Treasury
regulations under section 401(a)(9) of the Internal Revenue Code.


 


1.4  TEFRA Section 242(b)(2) Elections.  Notwithstanding the other provisions of this
article, distributions may be made under a designation made before January 1,
1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (TEFRA) and the provisions of the plan that relate to
section 242(b)(2) of TEFRA.


 


Section 2. Time and Manner of Distribution.


 


2.1  Required Beginning Date.  The participant’s entire interest will be
distributed, or begin to be distributed, to the participant no later than the
participant’s required beginning date.


 


2.2  Death of Participant Before Distributions
Begin.  If the participant dies before
distributions begin, the participant’s entire interest will be distributed, or
begin to be distributed, no later than as follows:


 


(a)  If
the participant’s surviving spouse is the participant’s sole designated
beneficiary, then distributions to the surviving spouse will begin by December
31 of the calendar year immediately following the calendar year in which the
participant died, or by December 31 of the calendar year in which the
participant would have attained age 701⁄2, if later.


 


(b)  If
the participant’s surviving spouse is not the participant’s sole designated
beneficiary, or if there is no designated beneficiary as of September 30 of the
year following the year of the participant’s death, the participant’s entire
interest will be distributed by December 31 of the calendar year containing the
fifth anniversary of the participant’s death.


 


56





















 


(c)  If
the participant’s surviving spouse is the participant’s sole designated
beneficiary and the surviving spouse dies after the participant but before
distributions to the surviving spouse begin, this section 2.2, other than
section 2.2(a), will apply as if the surviving spouse were the participant.


 


For purposes of this section 2.2 and section 4, unless section 2.2(c)
applies, distributions are considered to begin on the participant’s required
beginning date. If section 2.2(c) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving spouse
under section 2.2(a). If distributions under an annuity purchased from an
insurance company irrevocably commence to the participant before the
participant’s required beginning date (or to the participant’s surviving spouse
before the date distributions are required to begin to the surviving spouse under
section 2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.


 


2.3  Forms of Distribution.  Unless the participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the required beginning date, as of the first
distribution calendar year distributions will be made in accordance with
sections 3 and 4 of this Schedule 6. If the participant’s interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
section 401(a)(9) of the Code and the Treasury regulations.


 


Section 3. Required Minimum Distributions
During Participant’s Lifetime.


 


3.1  Amount of Required Minimum Distribution For
Each Distribution Calendar Year.  During
the participant’s lifetime, the minimum amount that will be distributed for
each distribution calendar year is the lesser of:


 


(a) 
the quotient obtained by dividing the participant’s account balance by
the distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the participant’s age as of
the participant’s birthday in the distribution calendar year; or


 


(b)  if
the participant’s sole designated beneficiary for the distribution calendar
year is the participant’s spouse, the quotient obtained by dividing the
participant’s account balance by the number in the Joint and Last Survivor
Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the
participant’s and spouse’s attained ages as of the participant’s and spouse’s
birthdays in the distribution calendar year.


 


3.2  Lifetime Required Minimum Distributions
Continue Through Year of Participant’s Death. Required minimum distributions
will be determined under this section 3 beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the participant’s date of death


 


57





















 


Section 4. Required Minimum Distributions
After Participant’s Death.


 


4.1  Death On or After Date Distributions Begin.


 


(a) 
Participant Survived by Designated Beneficiary. If the participant dies
on or after the date distributions begin and there is a designated beneficiary,
the minimum amount that will be distributed for each distribution calendar year
after the year of the participant’s death is the quotient obtained by dividing
the participant’s account balance by the longer of the remaining life
expectancy of the participant or the remaining life expectancy of the
participant’s designated beneficiary, determined as follows:


 


(1) 
The participant’s remaining life expectancy is calculated using the age
of the participant in the year of death, reduced by one for each subsequent
year.


 


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


 


(3)  If
the participant’s surviving spouse is not the participant’s sole designated
beneficiary, the designated beneficiary’s remaining life expectancy is
calculated using the age of the beneficiary in the year following the year of
the participant’s death, reduced by one for each subsequent year.


 


(b)  No
Designated Beneficiary. If the participant dies on or after the date
distributions begin and there is no designated beneficiary as of September 30
of the year after the year of the participant’s death, the minimum amount that
will be distributed for each distribution calendar year after the year of the
participant’s death is the quotient obtained by dividing the participant’s
account balance by the participant’s remaining life expectancy calculated using
the age of the participant in the year of death, reduced by one for each
subsequent year.


 


4.2  Death Before Date Distributions Begin.


 


(a) 
Participant Survived by Designated Beneficiary. Except as provided in
section 4.2(d), if the participant dies before the date distributions begin and
there is a designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the participant’s death
is the quotient obtained by dividing the participant’s account balance by the
remaining life expectancy of the participant’s designated beneficiary, determined
as provided in section 4.1.


 


58





















 


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


 


(c) 
Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin. If the participant dies before the date distributions begin,
the participant’s surviving spouse is the participant’s sole designated
beneficiary, and the surviving spouse dies before distributions are required to
begin to the surviving spouse under section 2.2(a), this section 4.2 will apply
as if the surviving spouse were the participant.


 


(d)  If
the participant dies before distributions begin and there is a designated
beneficiary who is not the participant’s spouse, the participant’s entire
interest will be distributed to the designated beneficiary by December 31 of
the calendar year containing the fifth anniversary of the participant’s
death.  If the participant’s surviving
spouse is the participant’s sole designated beneficiary and the surviving
spouse dies after the participant but before distributions to either the
participant or the surviving spouse begin, this section 4.2(d) will apply as if
the surviving spouse were the participant.


 


Section 5. Definitions.


 


5.1  Designated beneficiary.  The individual who is designated as the
beneficiary under section 6.06 of the plan and is the designated beneficiary
under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.


 


5.2  Distribution calendar year.  A calendar year for which a minimum
distribution is required. For distributions beginning before the participant’s
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the participant’s required beginning
date. For distributions beginning after the participant’s death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under section 2.2. The required minimum distribution for the
participant’s first distribution calendar year will be made on or before the
participant’s required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the participant’s required
beginning date occurs, will be made on or before December 31 of that
distribution calendar year.


 


5.3  Life expectancy.  Life expectancy as computed by use of the
Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.


 


5.4  Participant’s account balance.  The account balance as of the last valuation
date in the calendar year immediately preceding the distribution calendar year
(valuation calendar year) increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date. The account
balance


 


59





















 


for the valuation calendar year
includes any amounts rolled over or transferred to the plan either in the
valuation calendar year or in the distribution calendar year if distributed or
transferred in the valuation calendar year.


 


5.5  Required beginning
date.  The date specified in section
6.04-2 of the plan.


 


60





















 


SCHEDULE
7


 


In order to incorporate the IRS-approved model amendment top-heavy
rules, the following model amendment provided by IRS Notice 2001-57 is
incorporated into the Plan:


 


1.                                       Determination
of top-heavy status.


 


1.1                                 Key employee.  Key employee means any employee or former
employee (including any deceased employee) who at any time during the plan year
that includes the determination date was an officer of the employer having
annual compensation greater than $130,000 (as adjusted under section 416(i)(1)
of the Code for plan years beginning after December 31, 2002), a 5-percent
owner of the employer, or a 1-percent owner of the employer having annual
compensation of more than $150,000.  For
this purpose, annual compensation means compensation within the meaning of
section 415(c)(3) of the Code.  The
determination of who is a key employee will be made in accordance with section
416(i)(1) of the Code and the applicable regulations and other guidance of
general applicability issued thereunder.


 


1.2                                 Determination of
present values and amounts.  This section
1.2 shall apply for purposes of determining the present values of accrued
benefits and the amounts of account balances of employees as of the
determination date.


 


1.2.1                        Distributions during year
ending on the determination date.  The
present values of accrued benefits and the amounts of account balances of an
employee as of the determination date shall be increased by the distributions
made with respect to the employee under the plan and any plan aggregated with
the plan under section 416(g)(2) of the Code during the 1-year period ending on
the determination date.  The preceding
sentence shall also apply to distributions under a terminated plan which, had
it not been terminated, would have been aggregated with the plan under 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 provision shall be applied by substituting “5-year period”
for “1-year period.”


 


1.2.2                        Employees not performing
services during year ending on the determination date.  The accrued benefits and accounts of any
individual who has not performed services for the employer during the 1-year
period ending on the determination date shall not be taken into account.


 


2.                                       Minimum
benefits.  Employer matching
contributions shall be taken into account for purposes of satisfying the
minimum contribution requirements of section 416(c)(2) of the Code and the
plan.  Employer matching contributions
that are used to satisfy the minimum contribution requirements shall be treated
as matching


 


61





















 


contributions
for purposes of the actual contribution percentage test and other requirements
of section 401(m) of the Code.


 


62