exhibit10_23.htm


    
      

      

    

    Exhibit
10.23

     


    APPLETON
PAPERS

     

    RETIREMENT
SAVINGS AND

     

    EMPLOYEE
STOCK OWNERSHIP PLAN

     

    AMENDED
AND RESTATED GENERALLY EFFECTIVE AS OF JANUARY 1, 2009

     

    INTRODUCTION

     

    Background. Appleton Papers
Inc. (the “Company”) established the Appleton Papers Retirement Savings Plan
(the “Original Plan”) effective January 1, 1985 to provide retirement benefits
for its eligible Employees through a tax-qualified retirement benefit
plan.

     

    The
Original Plan, as amended from time to time thereafter, was amended and restated
in its entirety effective as of January 1, 2001 (the “Restated Plan”) to enable
eligible Employees of the Company and its affiliates to:  (1)
accumulate funds for their future security by electing to make cash or deferral
contributions and by sharing in employer contributions to the Plan; and (2)
acquire stock ownership interests in the Company. Accordingly, as restated (and
renamed the “Appleton Papers Retirement and Employee Stock Ownership Plan”), the
Restated Plan contained the following two separate components:

     

    
      	
              ·  

            	
              A
      Non-ESOP Component intended to meet the applicable requirements of Section
      401(a) of the Internal Revenue Code of 1986 (the “Code”), including a cash
      or deferred arrangement intended to qualify under Section 401(k) of the
      Code.

            


    

     

    
      	
              ·  

            	
              An
      ESOP Component designed to invest primarily in stock of the Company and
      intended to meet the applicable requirements of Sections 401(a), 409, and
      4975(e)(7) of the Code and Section 407(d)(6) of the Employee Retirement
      Income Security Act of 1974 (“ERISA”), including a cash or deferred
      arrangement intended to qualify under Section 401(k) of the
      Code.

            


    

     

    The
Restated Plan, as amended from time to time thereafter, is hereby amended and
restated in its entirety generally effective as of January 1, 2009, except as
otherwise required by law (the “Plan”). The benefits of Participants who
terminated employment prior to the effective date of this restatement shall be
determined under the terms of the plan in effect at their termination of
employment.

     

    The Plan,
as amended and restated generally effective as of January 1, 2009, except as
otherwise required by law, reads as follows.

     

    ARTICLE
1: DEFINITIONS

     

    In
construing the following definitions and the balance of the Plan, the masculine
pronoun wherever used includes the feminine, and the singular includes the
plural.

     

    
      	
              1.1  

            	
              ACP

            


    

     

    The term
“ACP” (an acronym for Actual Contribution Percentage) means, for a specified
group of eligible Employees for any Plan Year (i.e., HCEs or NHCEs),
the average of the Actual Contribution Ratios (calculated separately for each
Employee in the group).

     

    
      	
              1.2  

            	
              Actual
      Contribution Ratio

            


    

     

    
      	
              (a)  

            	
              The
      term “Actual Contribution Ratio” means, for each Employee for any Plan
      Year, the ratio of:

            


    

     

    
      	
              (1)  

            	
              the
      sum of the amount of Matching Contributions actually paid into the Fund on
      behalf of such Employee for such Plan Year,
to

            


    

     

    
      	
              (2)  

            	
              the
      Employee’s compensation (within the meaning of Section 414(s) of the Code)
      for such Plan Year.

            


    

     

    
      	
              (b)  

            	
              The
      Actual Contribution Ratio shall be calculated separately based upon the
      Matching Contributions made on behalf of such Employee for such Plan Year
      and separately on behalf of Bargaining Unit
  Employees.

            


    

     

    
      	
              (c)  

            	
              The
      Actual Contribution Ratio for any HCE who is a participant under two or
      more arrangements described in Section 401(k) of the Code sponsored by the
      Company or a Related Company shall be determined as if all such
      arrangements (except plans that may not be aggregated under applicable
      regulations) were one such
arrangement.

            


    

     

    
      	
              1.3  

            	
              Actual
      Deferral Ratio

            


    

     

    
      	
              (a)  

            	
              The
      term “Actual Deferral Ratio” means, for each Employee for any Plan Year,
      the ratio of:

            


    

     

    
      	
              (1)  

            	
              the
      sum of the amount of Elective Contributions actually paid into the Fund on
      behalf of such Employee for such Plan Year,
to

            


    

     

    
      	
              (2)  

            	
              the
      Employee’s compensation (within the meaning of Section 414(s) of the Code)
      for such Plan Year.

            


    

     

    
      	
              (b)  

            	
              The
      Actual Deferral Ratio shall be calculated separately based upon the
      Elective Contributions made on behalf of such Employee for such Plan Year
      to the ESOP Component and to the Non-ESOP Component, and separately for
      Bargaining Unit Employees.

            


    

     

    
      	
              (c)  

            	
              The
      Actual Deferral Ratio for any HCE who is a participant under two or more
      arrangements described in Section 401(k) of the Code sponsored by the
      Company or a Related Company shall be determined as if all such
      arrangements (except plans that may not be aggregated under applicable
      regulations) were one such
arrangement.

            


    

     

    
      	
              1.4  

            	
              ADP

            


    

     

    The term
“ADP” (an acronym for Actual Deferral Percentage) means, for a specified group
of eligible Employees for any Plan Year (i.e., HCEs or NHCEs), the average of
the Actual Deferral Ratios (calculated separately for each Employee in the
group).

     

    
      	
              1.5  

            	
              Affiliate

            


    

     

    The term
“Affiliate” means any Related Company and any corporation or unincorporated
trade or business that would be a Related Company if “more than 50%” were
substituted for “80%” where “80%” appears in Section 1563(a) of the Code or in
the regulations promulgated under Section 414(c) of the Code.

     

    
      	
              1.6  

            	
              Annual
      Additions

            


    

     

    
      	
              (a)  

            	
              The
      term “Annual Additions” means the sum credited to a Participant for any
      Limitation Year of:

            


    

     

    
      	
              (1)  

            	
              employer
      contributions,

            


    

     

    
      	
              (2)  

            	
              Employee
      contributions,

            


    

     

    
      	
              (3)  

            	
              forfeitures,

            


    

     

    
      	
              (4)  

            	
              amounts
      allocated to an individual medical account (as defined in Section
      415(l)(2) of the Code) that is part of a pension or annuity plan
      maintained by the Company or an Affiliate,
and

            


    

     

    
      	
              (5)  

            	
              amounts
      derived from contributions paid or accrued after December 31, 1985 in
      taxable years ending after such date, that are attributable to
      post-retirement medical benefits allocated to the separate account of a
      key employee (as defined in Section 419A(d)(3) of the Code) under a
      welfare benefit fund (as defined in Section 419(e) of the Code) maintained
      by the Company or an Affiliate.

            


    

     

    Annual
Additions for purposes of Section 415 of the Code shall not include: (1) The
direct transfer of a benefit or employee contributions from a qualified plan to
this Plan; (2) Rollover contributions (as described in Sections 401(a)(31),
402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)) of the Code; (3)
Repayments of loans made to a Participant from the Plan; and (4) Repayments of
amounts described in Section 411(a)(7)(B) of the Code (in accordance with
Sections 411(a)(7)(C)) and 411(a)(3)(D) of the Code or repayment of
contributions to a governmental plan (as defined in Section 414(d) of the Code)
as described in Section 415(k)(3) of the Code, as well as Company restorations
of benefits that are required pursuant to such repayments.

     

    Annual
Additions for purposes of Section 415 of the Code shall not include restorative
payments. A restorative payment is a payment made to restore losses to a Plan
resulting from actions by a fiduciary for which there is reasonable risk of
liability for breach of a fiduciary duty under ERISA or under other applicable
federal or state law, where Participants who are similarly situated are treated
similarly with respect to the payments. Generally, payments are restorative
payments only if the payments are made in order to restore some or all of the
Plan’s losses due to an action (or a failure to act) that creates a reasonable
risk of liability for such a breach of fiduciary duty (other than a breach of
fiduciary duty arising from failure to remit contributions to the Plan). This
includes payments to the Plan made pursuant to a Department of Labor order, the
Department of Labor’s Voluntary Fiduciary Correction Program, or a
court-approved settlement, to restore losses to the Plan on account of the
breach of fiduciary duty (other than a breach of fiduciary duty arising from
failure to remit contributions to the Plan). Payments made to the Plan to make
up for losses due merely to market fluctuations and other payments that are not
made on account of a reasonable risk of liability for breach of a fiduciary duty
under ERISA are not restorative payments and generally constitute contributions
that are considered Annual Additions.

     

    
      	
              (b)  

            	
              In
      all instances, the determination of a Participant’s Annual Additions for
      any Limitation Year shall be made in accordance with Section 415 of the
      Code and the regulations thereunder, as amended, the provisions of which
      are hereby incorporated by
reference.

            


    

     

    
      	
              1.7  

            	
              Bargaining
      Unit Employee

            


    

     

    The term
“Bargaining Unit Employee” means an Employee employed primarily to render
services within the jurisdiction of a union, where his compensation, hours of
work, or conditions of employment are determined by collective bargaining with
such union.

     

    
      	
              1.8  

            	
              Beneficiary

            


    

     

    
      	
              (a)  

            	
              The
      term “Beneficiary” means any person designated in writing by a Participant
      in accordance with prescribed rules, to receive any distribution in the
      event of the death of the Participant, or, if no such designation is in
      effect, then the surviving spouse, or children, or the estate of the
      Participant in such order of
priority.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      subsection (a) above, a Participant’s sole Beneficiary shall be his
      surviving spouse (if he has a surviving spouse) unless he has designated
      another Beneficiary with the written consent of such spouse (which consent
      shall not be effective unless it acknowledges the effect of such
      designation and is witnessed by a notary public). Any change in a
      Beneficiary designation by a Participant that has the effect of naming a
      person other than the surviving spouse as sole Beneficiary is subject to
      the above consent requirement. Notwithstanding the foregoing, if a
      Participant establishes to the satisfaction of the Plan Administrator or
      his delegate that written consent cannot be obtained because the spouse
      cannot be located, or because of such other circumstances as permitted
      under applicable law, the spouse whose written consent was unobtainable
      will be deemed to have consented to any designation or change of
      Beneficiary. Any such consent shall be effective only with respect to the
      spouse who gave or was deemed to have given the consent and shall be
      irrevocable.

            


    

     


    
      	
              1.9  

            	
              Closing
      Date

            


    

     

    The term
“Closing Date” means the date upon which Buyer (as defined below) purchased from
Seller (as defined below) all of the partnership interests in Arjo Wiggins
Delaware General Partnership, a Delaware partnership, with all of its
subsidiaries including the Company. “Buyer” collectively means Paperweight
Development Corporation (“PDC”), a Wisconsin corporation and New Appleton LLC, a
Wisconsin limited liability company owned by PDC. “Seller” collectively means
Arjo Wiggins North America Investments, Ltd., a United Kingdom corporation, and
Arjo Wiggins U.S. Holdings, Ltd., a United Kingdom corporation.

     

    
      	
              1.10  

            	
              Code

            


    

     

    The term
“Code” means the Internal Revenue Code of 1986, as amended, or any successor
statute. Reference to a specific section of the Code shall include a reference
to any successor provision.

     

    
      	
              1.11  

            	
              Combined
      Account

            


    

     

    The term
“Combined Account” means the sum of a Participant’s ESOP Accounts and Non-ESOP
Accounts.

     

    
      	
              1.12  

            	
              Committee

            


    

     

    The term
“Committee” means the ESOP Administrative Committee appointed pursuant to
Article 8 of the Plan.

     

    
      	
              1.13  

            	
              Company

            


    

     

    
      	
              (a)  

            	
              The
      term “Company” means Appleton Papers Inc., a Delaware corporation, and its
      predecessors and successors in interest, as
  appropriate.

            


    

     

    
      	
              (b)  

            	
              The
      term “Company” also means any subsidiary or other Affiliate of Appleton
      Papers Inc. that adopts the Plan with the approval of the Board of
      Directors of Appleton Papers Inc., subject to the provisions of Section
      2.7.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      the foregoing, for purposes of Sections 1.14, 7.4 and 14.2 the term
      “Company” means Paperweight Development Corp., a Wisconsin corporation,
      and its predecessor and successors in interest, as
      appropriate.

            


    

     

    
      	
              1.14  

            	
              Company
      Stock

            


    

     

    For
purposes of the Plan, the term “Company Stock” shall mean common stock issued by
the Company that is readily tradable on an established securities market;
provided, however, if the Company’s common stock is not readily tradable on an
established securities market, the term “Company Stock” shall mean common stock
issued by the Company having a combination of voting power and dividend rates
equal to or in excess of:  (a) that class of common stock of the
Company having the greatest voting power and (b) that class of common stock of
the Company having the greatest dividend rights. Non-callable preferred stock
shall be treated as Company Stock for purposes of the Plan if such stock is
convertible at any time into stock that is readily tradable on an established
securities market (or, if applicable, that meets the requirements of (a) and (b)
next above) and if such conversion is at a conversion price that, as of the date
of the acquisition by the Plan, is reasonable. For purposes of the immediately
preceding sentence, preferred stock shall be treated as non-callable if, after
the call, there will be a reasonable opportunity for a conversion that meets the
requirements of the immediately preceding sentence. Company Stock shall be held
under the Trust only if such stock satisfies the requirements of Section
407(d)(5) of ERISA.

     

    
      	
              1.15  

            	
              Compensation

            


    

     

    
      	
              (a)  

            	
              For
      purposes of determining highly compensated employees pursuant to Section
      1.41, determining any minimum top-heavy benefits pursuant to Section 12.4,
      and applying the limitations under Section 415 of the Code, as set out in
      Section 5.4, “Compensation” means the Participant’s wages, salaries, fees
      for professional services and other amounts received (without regard to
      whether or not an amount is paid in cash) for personal services actually
      rendered in the course of employment with the Company maintaining the Plan
      to the extent that the amounts are includible in gross income (or to the
      extent amounts would have been received and includible in gross income but
      for an election under a cafeteria plan pursuant to Code Section 125(a), a
      qualified transportation fringe plan pursuant to Code Section 132(f)(4), a
      401(k) or 403(b) plan pursuant to Code Section 402(e)(3), a simplified
      employee pension pursuant to Code Section 402(h)(1)(B), a simple
      retirement account pursuant to Code Section 402(k) or an eligible deferred
      compensation plan pursuant to Code Section 457(b). These amounts include,
      but are not limited to, commissions paid to salesmen, compensation for
      services on the basis of a percentage of profits, commissions on insurance
      premiums, tips, bonuses, fringe benefits and reimbursements or other
      expense allowances under a nonaccountable plan (as described in Section
      1.62-2(c) of the Treasury Regulations). Compensation also includes: (1) in
      the case of an Employee who is an employee within the meaning of Section
      401(c)(1) of the Code and the regulations promulgated thereunder, the
      Employee’s earned income (as described in Section 401(c)(2) of the Code
      and the regulations promulgated thereunder) plus amounts deferred at the
      election of the Employee that would be includible in gross income but for
      the rules governing contributions to 401(k) and 403(b) plans (Code Section
      402(e)(3)), simplified employee pensions (Code Section 402(h)(1)(B)),
      simple retirement accounts (Code Section 402(k)) or eligible deferred
      compensation plans under Code Section 457(b); (2) amounts received through
      or employer contributions for accident or health insurance, as described
      in Sections 104(a)(3) or 105(a) or amounts paid to highly compensated
      employees under a self-insured medical reimbursement plan under Code
      Section 105(h), but only to the extent that these amounts are includible
      in the gross income of the Employee; (3) amounts paid or reimbursed by the
      Company for moving expenses incurred by an Employee, but only to the
      extent that at the time of the payment it is reasonable to believe that
      these amounts are not deductible by the Employee under Section 217 of the
      Code; (4) the value of a nonstatutory option (which is an option other
      than a statutory option as defined in Section 1.421-1(b) of the Treasury
      Regulations) granted to an Employee by the Company, but only to the extent
      that the value of the option is includible in the gross income of the
      Employee for the taxable year in which granted; (5) the amount includible
      in the gross income of an Employee upon making the election described in
      Section 83(b) of the Code; and (6) amounts that are includible in the
      gross income of an Employee under the rules of Sections 409A or
      457(f)(1)(A) of the Code or because the amounts are constructively
      received by the Employee.

            


    

     

    
    

     

    
      	
              (b)  

            	
              The
      definition of Compensation does not
include:

            


    

     

    
      	
              (1)  

            	
              Employer
      contributions (other than elective contributions described in Sections
      402(e)(3), 408(k)(6), 408(p)(2)(A)(i) or 457(b) of the Code) made by the
      Company to a plan of deferred compensation (including a simplified
      employee pension described in Section 408(k) of the Code or a simple
      retirement account described in Section 408(p) of the Code, and whether or
      not qualified) to the extent the contributions are not included in the
      gross income of the Employee for the taxable year in which contributed. In
      addition, any distributions from a plan of deferred compensation (whether
      or not qualified) are not considered as compensation for Section 415 of
      the Code purposes, regardless of whether such amounts are includible in
      the gross income of the Employee when
  distributed;

            


    

     

    
      	
              (2)  

            	
              Amounts
      realized from the exercise of a nonstatutory option (which is an option
      other than a statutory option as defined in Section 1.421-1(b) of the
      Treasury Regulations), or when restricted stock or other property held by
      an Employee either becomes freely transferable or is no longer subject to
      a substantial risk of forfeiture;

            


    

     

    
      	
              (3)  

            	
              Amounts
      realized from the sale, exchange or other disposition of stock acquired
      under a statutory stock option (as defined in Section 1.421-1(b) of the
      Treasury Regulations);

            


    

     

    
      	
              (4)  

            	
              Other
      amounts that receive special tax benefits, such as premiums for group term
      life insurance (but only to the extent that the premiums are not
      includible in the gross income of the Employee) and are not salary
      reduction amounts described in Section 125 of the Code);
    and

            


    

     

    
      	
              (5)  

            	
              Other
      items of remuneration similar to the items listed in Section
      1.15(b)(1)-(4) above.

            


    

     

    
      	
              (c)  

            	
              Amounts
      under Section 125 of the Code include any amounts not available to a
      Participant in cash in lieu of group health coverage because the
      Participant is unable to certify that he or she has other health coverage.
      An amount will be treated as an amount under Section 125 of the Code only
      if the Company does not request or collect information regarding the
      Participant’s other health coverage as part of the enrollment process for
      the health plan.

            


    

     

    
      	
              (d)  

            	
              Compensation
      shall also include “Post-Severance Compensation.”  For this
      purpose, Post-Severance Compensation means the following amounts paid
      after a Participant’s date of severance from
  employment.

            


    

     

    
      	
              (1)  

            	
              To
      the extent that such amounts are paid to the Participant by the later of
      21⁄2 months after the Participant’s date of severance from employment and
      the end of the Limitation Year that includes the Participant’s date of
      severance from employment, Post-Severance Compensation includes the
      following:

            


    

     

    
    

    
      	
              (A)  

            	
              The
      payment of regular compensation for services during the Participant’s
      regular working hours, or compensation for services outside the
      Participant’s regular working hours (such as overtime or shift
      differential), commissions, bonuses, or other similar payments, provided
      that the payment would have been paid to the Participant prior to a
      severance from employment if the Participant had continued in employment
      with the Company.

            


    

     

    
      	
              (B)  

            	
              Payments
      for unused accrued bona fide sick, vacation, or other leave, but only if
      the Participant would have been able to use the leave if employment had
      continued and such amounts would have been included in the definition of
      Compensation if they had been paid prior to the Participant’s date of
      severance from employment.

            


    

     

    
      	
              (2)  

            	
              Post-Severance
      Compensation shall include payments to an individual who does not
      currently perform services for the Company by reason of qualified military
      service (as that term is used in Section 414(u)(1) of the Code) to the
      extent those payments do not exceed the amounts the individual would have
      received if the individual had continued to perform services for the
      Company rather than entering qualified military
  service.

            


    

     

    
      	
              (e)  

            	
              In
      addition to other applicable limitations set forth in the Plan, and
      notwithstanding any other provision of the Plan to the contrary, the
      annual Compensation of each Participant taken into account for any Plan
      Year shall not exceed $245,000, as adjusted for cost-of-living increases
      in accordance with Section 401(a)(17)(B) of the Code. If the limitation
      year is not the calendar year, then the Section 401(a)(17) compensation
      limit that applies to such limitation year is the Section 401(a)(17)
      compensation limit in effect for the respective calendar year in which
      such limitation year begins.

            


    

     

    
      	
              1.16  

            	
              Covered
      Compensation

            


    

     

    
      	
              (a)  

            	
              The
      term “Covered Compensation” means, for any Plan Year, the regular wages or
      salary paid by the Company to a Participant for services during such
      period, including overtime, bonus, sales bonus, accrued vacation pay and
      similar pay, and the wages or salary paid by the Company to a Participant
      on a military leave of absence, but excluding all other special payments,
      such as severance payments, and determined before any Savings Percentage
      election made pursuant to Section 2.2 or salary reduction elections under
      a cafeteria plan under Section 125 of the Code or a qualified
      transportation fringe program under Section 132(f) of the
      Code.

            


    

     

    
      	
              (b)  

            	
              In
      addition to other applicable limitations set forth in the Plan, and
      notwithstanding any other provision of the Plan to the contrary, the
      annual Covered Compensation of each Participant taken into account in
      determining allocations for any Plan Year shall not exceed $245,000, as
      adjusted for cost-of-living increases in accordance with Section
      401(a)(17)(B) of the Code. Annual Covered 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.

            


    

     

    
      	
              (c)  

            	
              Covered
      Compensation shall also include “Post-Severance
      Compensation.”  For this purpose, Post-Severance Compensation
      means the following amounts paid after a Participant’s date of severance
      from employment.

            


    

     

    
      	
              (1)  

            	
              To
      the extent that such amounts are paid to the Participant by the later of
      21⁄2 months after the Participant’s date of severance from employment and
      the end of the Limitation Year that includes the Participant’s date of
      severance from employment, Post-Severance Compensation includes the
      following:

            


    

     

    
      	
              (A)  

            	
              The
      payment of regular compensation for services during the Participant’s
      regular working hours, or compensation for services outside the
      Participant’s regular working hours (such as overtime or shift
      differential), commissions, bonuses, or other similar payments, provided
      that the payment would have been paid to the Participant prior to a
      severance from employment if the Participant had continued in employment
      with the Company.

            


    

     

    
      	
              (B)  

            	
              Payments
      for unused accrued bona fide sick, vacation, or other leave, but only if
      the Participant would have been able to use the leave if employment had
      continued and such amounts would have been included in the definition of
      Compensation if they had been paid prior to the Participant’s date of
      severance from employment.

            


    

     

    
      	
              (2)  

            	
              Post-Severance
      Compensation shall include payments to an individual who does not
      currently perform services for the Company by reason of qualified military
      service (as that term is used in Section 414(u)(1) of the Code) to the
      extent those payments do not exceed the amounts the individual would have
      received if the individual had continued to perform services for the
      Company rather than entering qualified military
  service.

            


    

     

    
      	
              (d)  

            	
              Notwithstanding
      any provision of the Plan to the contrary, effective on and after January
      1, 2009, a Participant’s Covered Compensation shall include the amount of
      any differential wage payments made by the Employer to a Participant in
      accordance with sections 3401(h) and 414(u)(12) of the Code for any period
      of active military service in the uniformed services in the United States
      for more than thirty (30) days.

            


    

     

    
      	
              1.17  

            	
              Date
      of Employment

            


    

     

    The term
“Date of Employment” means the first date on which an Employee performs an Hour
of Service.

     

    
      	
              1.18  

            	
              Date
      of Severance

            


    

     

    
      	
              (a)  

            	
              The
      term “Date of Severance” means the earlier
of:

            


    

     

    
      	
              (1)  

            	
              the
      date on which an Employee quits, retires, is discharged or dies,
      or

            


    

     

     

    
      	
              (2)  

            	
              the
      first anniversary of the first date on which an Employee remains absent
      from employment with the Company or a Related Company for any reason other
      than those described in paragraph (1)
above.

            


    

     

    
      	
              (b)  

            	
              Reserved.

            


    

     

    
      	
              1.19  

            	
              Disability

            


    

     

    The term
“Disability” means the total and permanent physical or mental incapacity of a
Participant to perform the usual duties of his employment with the Company and
shall be deemed to have occurred only upon (1) the receipt by the Participant of
payments under the Company’s long-term disability program, or (2) the receipt by
the Plan Administrator of medical proof of such incapacity that is satisfactory
to the Plan Administrator.

     

    
      	
              1.20  

            	
              Discretionary
      Profit Sharing Contribution

            


    

     

    The term
“Discretionary Profit Sharing Contribution” means any amounts contributed by the
Company on behalf of a Participant pursuant to Sections 3.2(a) or (b) and
3.3(c)(4).

     

    
      	
              1.21  

            	
              Elective
      Account

            


    

     

    The term
“Elective Account” means the separate bookkeeping account established for each
Participant to which the Elective Contributions made on his behalf and invested
under the Non-ESOP Component of the Plan are credited.

     

    
      	
              1.22  

            	
              Elective
      Contributions

            


    

     

    The term
“Elective Contributions” means amounts contributed by the Company on behalf of a
Participant up to 100% of the Participant’s Savings Percentage. A Participant
may designate (in accordance with Sections 6.3 and 6.4) whether his Elective
Contributions shall be invested in the ESOP or Non-ESOP Component.

     

    
      	
              1.23  

            	
              Elective
      Deferrals

            


    

     

    The term
“Elective Deferrals” means Elective Contributions and any other elective
deferrals as defined in Section 402(g)(3) of the Code and the regulations
thereunder.

     

    
      	
              1.24  

            	
              Employee

            


    

     

    
      	
              (a)  

            	
              The
      term “Employee” means any person employed by the Company with the
      exception of leased employees within the meaning of Section 414(n) of the
      Code and Temporary Employees.

            


    

     

    
      	
              (b)  

            	
              For
      all purposes of the Plan, an individual shall be an Employee of or be
      “employed” by the Company for any Plan Year only if such individual is
      treated by the Company as an Employee for purposes of employment taxes and
      wage withholding for federal income taxes. If an individual is not
      considered to be an Employee of the Company for a Plan Year in accordance
      with the preceding sentence, a subsequent determination by the Company,
      any governmental agency or court that the individual is a common law
      employee of the Company, even if such determination is applicable to prior
      years, will not have a retroactive effect for purposes of eligibility to
      participate in the Plan.

            


    

     

    
    

    
      	
              (c)  

            	
              Notwithstanding
      the foregoing, with respect to Mandatory Profit Sharing Contributions, the
      term “Employee” shall not include any Bargaining Unit Employee or any
      non-union hourly employees working in a Company distribution
      center.

            


    

     

    
      	
              1.25  

            	
              Entry
      Date

            


    

     

    The term
“Entry Date” means the first day on which an Employee satisfies the Eligibility
requirements set forth in Section 2.1.

     

    
      	
              1.26  

            	
              ERISA

            


    

     

    The term
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended,
or any successor statute. Reference to a specific section of ERISA shall include
a reference to any successor provision.

     

    
      	
              1.27  

            	
              ESOP
      Accounts

            


    

     

    The term
“ESOP Accounts” means all of a Participant’s ESOP Elective Account, ESOP
Matching Account, ESOP Rollover Account, ESOP Transfer Account and ESOP Profit
Sharing Account. The Plan Administrator may establish an “ESOP Stock Account,”
an “ESOP Cash Account” and an “ESOP Loan Account” as subaccounts.

     

    
      	
              1.28  

            	
              ESOP
      Cash Account

            


    

     

    The term
“ESOP Cash Account” means the separate bookkeeping account established for each
Participant to which the portion of the Participant’s Elective Contribution
which is designated for investment in the Company Stock under the ESOP Component
of the Plan is credited.

     

    
      	
              1.29  

            	
              ESOP
      Component

            


    

     

    The term
“ESOP Component” means the portion of the Plan that is intended to constitute an
employee stock ownership plan designed to invest primarily in Company Stock and
that is intended to meet the applicable requirements of Sections 401(a), 409,
and 4975(e)(7) of the Code and Section 407(d)(6) of the ERISA, with a cash or
deferred feature designed to satisfy the applicable requirements of Section
401(k) of the Code.

     

    
      	
              1.30  

            	
              ESOP
      Elective Account

            


    

     

    The term
“ESOP Elective Account” means the separate bookkeeping account established for
each Participant to which the Elective Contributions made on his behalf and
invested under the ESOP Component of the Plan are credited.

     

    
      	
              1.31  

            	
              ESOP
      Loan Account

            


    

     

    The term
“ESOP Loan Account” means the separate bookkeeping account established for each
Participant to which Participant Loans from the Borrower’s ESOP Accounts are
noted.

     

    
    

    
      	
              1.32  

            	
              ESOP
      Matching Account

            


    

     

    The term
“ESOP Matching Account” means the separate bookkeeping account established for
each Participant to which the Matching Contributions made on his behalf and
invested under the ESOP Component of the Plan are credited.

     

    
      	
              1.33  

            	
              ESOP
      Profit Sharing Account

            


    

     

    The term
“ESOP Profit Sharing Account” means the separate bookkeeping account established
for each Participant to which the Profit Sharing Contributions made on his
behalf and invested under the ESOP Component of the Plan are
credited.

     

    
      	
              1.34  

            	
              ESOP
      Rollover Account

            


    

     

    The term
“ESOP Rollover Account” means the separate bookkeeping account established for
each Participant to which Rollover Contributions made by the Participant under
the ESOP Component of the Plan are credited.

     

    
      	
              1.35  

            	
              ESOP
      Stock Account

            


    

     

    The term
“ESOP Stock Account” means the separate bookkeeping account established for each
Participant to which shares of Company Stock purchased with funds from the
Participant’s ESOP Cash Account under the ESOP Component of the Plan are
credited.

     

    
      	
              1.36  

            	
              ESOP
      Transfer Account

            


    

     

    The term
“ESOP Transfer Account” means the separate bookkeeping account established for
each Participant to which amounts are transferred from either the Non-ESOP
Component of the Plan or the MSP, pursuant to Section 6.4(b). The Plan
Administrator may direct the Trustee to establish different subaccounts in the
ESOP Transfer Account to recognize the different types of monies transferred to
the ESOP Transfer Account (e.g., 401(k) or
Matching Contributions from the Plan, or profit sharing contributions from the
MSP).

     

    
      	
              1.37  

            	
              Exempt
      Loan

            


    

     

    The term
“Exempt Loan” means any loan to the Trustee, including without limitation a loan
which is made or guaranteed by a disqualified person (within the meaning of
Section 4975(e)(2) of the Code), a direct loan of cash, a purchase money
transaction, an assumption of an obligation of the Trustee, or an unsecured
guarantee or the use of assets of a disqualified person (within the meaning of
Section 4975(e)(2) of the Code) as collateral for a loan.

     

    
      	
              1.38  

            	
              FMV
      of Company Stock

            


    

     

    The term
“FMV of Company Stock” means the fair market value of Company Stock, at a
certain date, as determined by the Trustee based on the appraisal of an
Independent Appraiser.

     

    
      	
              1.39  

            	
              Former
      Participant

            


    

     

    The term
“Former Participant” means any former Employee whose interest in the Fund has
not been completely distributed pursuant to Article 7.

     

    
      	
              1.40  

            	
              Fund

            


    

     

    The term
“Fund” means the trust fund established by the Trust Agreement as described in
Article 6.

     

    
      	
              1.41  

            	
              HCE

            


    

     

    
      	
              (a)  

            	
              The
      term “HCE” means any Employee who is a highly compensated employee as
      defined in Section 414(q) of the Code, which includes any Employee
      who:

            


    

     

    
      	
              (1)  

            	
              was
      at any time a 5% owner (as defined in Section 416(i)(1) of the Code) of
      the Company or a Related Company during the Plan Year or the preceding
      Plan Year;

            


    

     

    
      	
              (2)  

            	
              for
      the preceding Plan Year:

            


    

     

    
      	
              (A)  

            	
              received
      Compensation from the employer in excess of $110,000 (as adjusted from
      time to time by the Commissioner for increases in the cost of living in
      accordance with Section 414(q)(1) of the Code);
  and

            


    

     

    
      	
              (B)  

            	
              was
      in the top paid group of Employees for such preceding
  year.

            


    

     

    
      	
              (b)  

            	
              Reserved.

            


    

     

    
      	
              (c)  

            	
              With
      respect to a Plan Year being tested, the determination of who is an HCE,
      including but not limited to the determinations of the number and identity
      of the Employees in the top-paid group and the compensation that is
      considered, will be made in accordance with Section 414(q) of the Code and
      the regulations thereunder.

            


    

     

    
      	
              1.42  

            	
              Hour
      of Service

            


    

     

    
      	
              (a)  

            	
              The
      term “Hour of Service” means:

            


    

     

    
      	
              (1)  

            	
              each
      hour for which an Employee is paid, or entitled to payment, for the
      performance of duties for the Company or a Related Company. These hours
      shall be credited to the Employee for the computation period or periods in
      which the duties are performed;

            


    

     

    
      	
              (2)  

            	
              each
      hour for which an Employee is paid, or entitled to payment, by the Company
      or a Related Company on account of a period of time during which no duties
      are performed (irrespective of whether the employment relationship has
      terminated) due to vacation, holiday, illness, incapacity (including
      Disability), layoff, jury duty, military duty or leave of absence;
      and

            


    

     

     

    
      	
              (3)  

            	
              each
      hour for which back pay, irrespective of mitigation of damages, is either
      awarded or agreed to by the Company or a Related Company. The same Hours
      of Service shall not be credited both under paragraph (1) or paragraph
      (2), as the case may be, and under this paragraph (3). These hours shall
      be credited to the Employee for the computation period or periods to which
      the award or agreement pertains rather than the computation period in
      which the award, agreement or payment is
made.

            


    

     

    
      	
              (b)  

            	
              Hours
      of service shall be calculated and credited under this Section 1.42
      pursuant to Section 2530.200b-2 of the Department of Labor Regulations,
      incorporated herein by reference, and in accordance with the Family and
      Medical Leave Act of 1992 and regulations promulgated
      thereunder

            


    

     

    
      	
              (c)  

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

            


    

     

    
      	
              1.43  

            	
              Independent
      Appraiser

            


    

     

    The term
“Independent Appraiser” shall mean an Independent Appraiser as defined in
Section 401(a)(28) of the Code, in accordance with the terms of the Trust and
the provisions of Section 3(18) of ERISA.

     

    
      	
              1.44  

            	
              Investment
      Fund

            


    

     

    The term
“Investment Fund” means a portion of the Fund that is separately invested, as
more specifically provided in Article 6.

     

    
      	
              1.45  

            	
              Limitation
      Year

            


    

     

    The term
“Limitation Year” means the calendar year, unless another consecutive
twelve-month period is adopted by written resolution of the
Company.

     

    
      	
              1.46  

            	
              Mandatory
      Profit Sharing Contribution

            


    

     

    The term
“Mandatory Profit Sharing Contribution” means any amounts contributed by the
Company on behalf of a Participant pursuant to Sections 3.2(c) and
3.3(c)(5).

     

    
      	
              1.47  

            	
              Matching
      Account

            


    

     

    The term
“Matching Account” means the separate bookkeeping account established for each
Participant to which Matching Contributions made on his behalf and invested
under the Non-ESOP Component are credited.

     

    
      	
              1.48  

            	
              Matching
      Contributions

            


    

     

    The term
“Matching Contributions” means amounts contributed by the Company on behalf of a
Participant under Section 3.1.

     

    
    

    
      	
              1.49  

            	
              MSP

            


    

     

    The term
“MSP” means The Appleton Papers Inc. Retirement Medical Savings
Plan.

     

    
      	
              1.50  

            	
              Non-ESOP
      Accounts

            


    

     

    The term
“Non-ESOP Accounts” means the sum of a Participant’s Elective Account, Matching
Account, Rollover Account, and Profit Sharing Account. The Plan Administrator
may establish a Non-ESOP Loan Account as a subaccount.

     

    
      	
              1.51  

            	
              Non-ESOP
      Component

            


    

     

    The term
“Non-ESOP Component” means the portion of the Plan that is intended to
constitute a profit sharing plan with a cash or deferred feature designed to
satisfy the applicable requirements of Sections 401(a) and 401(k) of the
Code.

     

    
      	
              1.52  

            	
              Non-ESOP
      Loan Account

            


    

     

    The term
“Non-ESOP Loan Account” means the separate bookkeeping account established for
each Participant to which loan balances which existed immediately prior to the
Closing Date are noted under the Non-ESOP Component of the Plan.

     

    
      	
              1.53  

            	
              NHCE

            


    

     

    The term
“NHCE” (an acronym for Non-Highly Compensated Employee) means any Employee who
is not a HCE.

     

    
      	
              1.54  

            	
              Participant

            


    

     

    The term
“Participant” means any Employee who has enrolled in the Plan pursuant to
Section 2.2 or on whose behalf the Company makes a Profit Sharing Contribution.
“Participant” also means an individual who is a Former Participant.

     

    
      	
              1.55  

            	
              Participant
      Loan

            


    

     

    The term
“Participant Loan” means any loan made to an Employee pursuant to Section
6.11.

     

    
      	
              1.56  

            	
              Pay
      Period; Pay Date

            


    

     

    The term
“Pay Period” means the applicable period for which Covered Compensation is paid.
The term “Pay Date” means the date upon which Covered Compensation applicable to
a Pay Period is actually paid.

     

    
      	
              1.57  

            	
              Period
      of Service

            


    

     

    The term
“Period of Service” means the period commencing on an Employee’s most recent
Date of Employment and ending on his next Date of Severance, including any
Period of Severance of less than 12 consecutive months. Service prior to the
effective date of this amendment and restatement of the Plan shall be included
in an Employee’s Period of Service.

     

     

    
      	
              1.58  

            	
              Period
      of Severance

            


    

     

    
      	
              (a)  

            	
              The
      term “Period of Severance” means the period of time commencing on a Date
      of Severance and ending on the date on which an Employee again performs an
      Hour of Service; provided, however, the first twelve (12)-consecutive
      months of absence from work after a Date of Severance shall not be
      included within a Period of Severance if such absence is for maternity or
      paternity reasons (as defined
below).

            


    

     

    
      	
              (b)  

            	
              For
      purposes of this Section 1.58, an absence from work for maternity or
      paternity reasons means a cessation of active employment (and continuous
      absence from such employment)

            


    

     

    
      	
              (1)  

            	
              by
      reason of the pregnancy of the
individual,

            


    

     

    
      	
              (2)  

            	
              by
      reason of the birth of a child of the
  individual,

            


    

     

    
      	
              (3)  

            	
              by
      reason of the placement of a child with the individual in connection with
      the adoption of such child by such individual,
  or

            


    

     

    
      	
              (4)  

            	
              for
      purposes of caring for such child for a period beginning immediately
      following such birth or placement.

            


    

     

    
      	
              1.59  

            	
              Plan

            


    

     

    The term
“Plan” means the Appleton Papers Retirement Savings and Employee Stock Ownership
Plan, as amended and restated generally effective as of January 1, 2009, except
as otherwise required by law, which is an amendment and restatement of the
Appleton Papers Retirement Savings Plan (effective as of January 1,
2001).

     

    
      	
              1.60  

            	
              Plan
      Administrator

            


    

     

    The term
“Plan Administrator” means the individuals designated to act as such by the
Committee. The Committee may appoint different administrators for the ESOP
Component and the Non-ESOP Components of the Plan.

     

    
      	
              1.61  

            	
              Plan
      Year

            


    

     

    The term
“Plan Year” means the calendar year.

     

    
      	
              1.62  

            	
              Profit
      Sharing Account

            


    

     

    The term
“Profit Sharing Account” means the separate bookkeeping account established for
each Participant to which the Profit Sharing Contributions made on his behalf
and invested under the Non-ESOP Component of the Plan are credited.

     

    
      	
              1.63  

            	
              Profit
      Sharing Contribution

            


    

     

    The term
“Profit Sharing Contribution” means any amounts contributed by the Company on
behalf of a Participant under Section 3.3(c).

     

    
    

    
      	
              1.64  

            	
              Related
      Company

            


    

     

    
      	
              (a)  

            	
              The
      term “Related Company” means, for an applicable
  period:

            


    

     

    
      	
              (1)  

            	
              any
      corporation that is a member of a controlled group of corporations (within
      the meaning of Section 414(b) of the Code and the regulations thereunder)
      that includes the Company, or

            


    

     

    
      	
              (2)  

            	
              any
      trade or business (whether or not incorporated) that is under common
      control with the Company, as determined in accordance with Section 414(c)
      of the Code and the regulations thereunder,
or

            


    

     

    
      	
              (3)  

            	
              any
      organization that is a member of an “affiliated service group” (within the
      meaning of Section 414(m) of the Code and the regulations thereunder) that
      includes the Company, or

            


    

     

    
      	
              (4)  

            	
              any
      other entity required to be aggregated with the Company pursuant to
      regulations promulgated under Section 414(o) of the Code,
    or

            


    

     

    
      	
              (5)  

            	
              for
      purposes of Section 2.3, any group of individuals approved by the Board of
      Directors of the Company.

            


    

     

    
      	
              (b)  

            	
              Reserved.

            


    

     

    
      	
              1.65  

            	
              Retirement

            


    

     

    The term
“Retirement” means the termination of employment of a Participant after such
Participant has attained the age of 55 years and has at least ten years of
Service.

     

    
      	
              1.66  

            	
              Rollover
      Account

            


    

     

    The term
“Rollover Account” means the separate bookkeeping account established for each
Employee to which Rollover Contributions made by the Participant under the
Non-ESOP Component of the Plan are credited.

     

    
      	
              1.67  

            	
              Rollover
      Contribution

            


    

     

    The term
“Rollover Contribution” means all of the amounts contributed by an eligible
Employee in accordance with Section 3.6 of the Plan; provided that such amount
is an eligible rollover distribution as such term is defined in the Code and
applicable regulations.

     

    
      	
              1.68  

            	
              Savings
      Percentage

            


    

     

    The term
“Savings Percentage” means for any Pay Period the percentage elected by a
Participant pursuant to Section 2.2 and in effect for such Pay
Period.

     

    
      	
              1.69  

            	
              Service

            


    

     

    The term
“Service” means the aggregate of an Employee’s Periods of Service.

     

    
    

    
      	
              1.70  

            	
              Suspense
      Account

            


    

     

    The term
“Suspense Account” means the account or accounts comprised of unallocated shares
of Company Stock maintained in accordance with Section 6.12 hereof.

     

    
      	
              1.71  

            	
              Temporary
      Employee

            


    

     

    The term
“Temporary Employee” means an individual employed by the Company in a temporary
position of definite or indefinite duration to satisfy a special requirement of
the Company.

     

    
      	
              1.72  

            	
              Trust
      Agreement

            


    

     

    The term
“Trust Agreement” means the written agreement or agreements between the Company
and the Trustee with respect to the Fund.

     

    
      	
              1.73  

            	
              Trustee

            


    

     

    The term
“Trustee” means the trustee or trustees of the Fund at any time acting under one
or more Trust Agreements, as described in Article 6.

     

    
      	
              1.74  

            	
              Valuation
      Date

            


    

     

    Other
than for Company Stock, the term “Valuation Date” means each day the New York
Stock Exchange is open for business or such other times as may be agreed to in
writing between the Company and the Trustee. For Company Stock, the term
“Valuation Date” means the semiannual date on which Company Stock is valued by
an Independent Appraiser, and such other Valuation Dates as are declared by the
Committee.

                           

     



    


     

    ARTICLE
2: PARTICIPATION

     

    
      	
              2.1  

            	
              Eligibility

            


    

     

    
      	
              (a)  

            	
              Each
      Employee who was previously participating in the Plan shall continue to
      participate in the Plan, as amended and restated, subject to the terms of
      the Plan;

            


    

     

    
      	
              (b)  

            	
              Each
      Employee who is hired on a full-time basis (other than a Bargaining Unit
      Employee) shall be eligible to become a Participant as of his or her Date
      of Employment; and

            


    

     

    
      	
              (c)  

            	
              An
      Employee who is a Bargaining Unit Employee shall be eligible to become a
      Participant on the first day he or she becomes eligible for welfare
      benefits as determined under the collective bargaining agreement covering
      such Bargaining Unit Employee.

            


    

     

    
      	
              (d)  

            	
              Each
      regular Employee not described in subsections (a), (b) or (c) above shall
      be eligible to become a Participant on the first day of the calendar year
      quarter following the first anniversary of his Date of Employment, if he
      has completed 1,000 Hours of Service within the 12-month period beginning
      on such Date of Employment. An Employee subject to this subsection who
      does not complete 1,000 Hours of Service in that initial 12-month period
      shall be eligible to become a Participant on the first day of the calendar
      year quarter next following the close of the first Plan Year in which he
      completes 1,000 Hours of Service within the Plan
  Year.

            


    

     

    
      	
              2.2  

            	
              Terms
      of Participation

            


    

     

    
      	
              (a)  

            	
              Subject
      to the limitations set forth herein, an eligible Employee may become a
      Participant in the Plan by electing a Savings Percentage of any whole
      percentage of the Participant’s Covered Compensation in an amount not less
      than two percent (2%) nor more than fifteen percent (15%) of such Covered
      Compensation; provided that the Company may, in its sole discretion,
      increase the maximum percentage on a year-by-year basis to the extent
      permitted by law. A Savings Percentage election shall be made in writing
      on a form prescribed and provided by the Plan Administrator, and shall
      include an agreement by the Employee to reduce his cash remuneration by an
      amount equal to such Savings Percentage. In addition, all Employees who
      are eligible to make Elective Contributions under this Plan and who have
      attained age 50 before the close of the Plan Year shall be eligible to
      make catch-up contributions in accordance with, and subject to the
      limitations of, 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.

            


    

     

    
      	
              (b)  

            	
              An
      Employee’s Savings Percentage election under subsection (a) above shall be
      effective upon the first Pay Date occurring on or after the Entry Date
      following the date he files an election form; provided the required form
      is completed, signed and received by the Company in such form and at such
      time the Plan Administrator may
require.

            


    

     

    
    

     

    
      	
              (c)  

            	
              A
      Participant may change the percentage designation of his election as of
      any Pay Date, and may terminate his election at any time, provided that
      such Participant notifies the Plan Administrator in such form and at such
      time as the Plan Administrator may require, but in all events prior to the
      proposed effective date of such change or termination. A termination shall
      take effect as soon as administratively practical after notification is
      received by the Company. A Participant who so terminates his election may
      make a new election as provided in this Section
  2.2.

            


    

     

    
      	
              (d)  

            	
              Notwithstanding
      any other provision of the Plan, in the event the Plan Administrator is
      notified (in such form and manner as the Plan Administrator may designate)
      by a Participant of an error in the implementation of a Savings Percentage
      election, the Company shall correct such error retroactive to the date
      implementation normally would have occurred, provided such notice is given
      not more than thirty (30) days after publication of the first Participant
      statement by the plan recordkeeper (whether produced electronically or in
      hard copy) after such error occurs. A Savings Percentage election that is
      not implemented, and is not corrected as provided herein, shall be deemed
      to be null and void, and of no effect
whatever.

            


    

     

    
      	
              (e)  

            	
              The
      Company shall contribute, on behalf of each Participant who elects to
      credit to this Plan the payment of certain elective benefit credits under
      an applicable flexible benefits plan of the Company, if any, 100% of the
      value of such credits to such Participant’s Elective Account under the
      Non-ESOP Component to the extent allowed under applicable
      guidance.

            


    

     

    
      	
              (f)  

            	
              Notwithstanding
      any provision of the Plan to the contrary, effective January 1, 2009, any
      Participant performing military service (as described in Section
      3401(h)(2)(A) of the Code) for more than thirty (30) days will be treated
      as incurring a separation from employment notwithstanding the fact that
      such Participant may be receiving military differential payments. As a
      result, the limitations on in-service distributions from a Participant’s
      Elective Account pursuant to Code Section 401(k)(2)(B)(i)(I) will not
      apply, to the extent allowed under the Code. In the event that a
      Participant receives a distribution from such Participant’s Elective
      Account pursuant to this paragraph, such Participant will be prohibited
      from making Elective Deferrals or employee contributions, including but
      not limited to Elective Contributions, for a period of six (6) months
      after receipt of such distribution.

            


    

     

    
      	
              2.3  

            	
              Transferred
      Employees

            


    

     

    
      	
              (a)  

            	
              Except
      as provided below in this Section 2.3, each person who is transferred to
      the Company from a Related Company shall become eligible to enroll as a
      Participant upon his compliance with the eligibility requirements of
      Section 2.1 above.

            


    

     

    
      	
              (b)  

            	
              Periods
      of employment with a Related Company or a series of Related Companies
      shall be included in determining an Employee’s compliance with the
      eligibility requirements for participation in the Plan and for purposes of
      vesting under Article 4 and for purposes of determining whether the
      termination of employment of an Employee is a Retirement as the term is
      defined in Article 1.

            


    

     

     

    
      	
              (c)  

            	
              If
      a Participant is transferred to employment with a Related Company or a
      series of Related Companies, he shall not be deemed to have retired or
      terminated his Service or employment for purposes of this Plan until such
      time as he is employed neither by the Company nor by any Related Company.
      Upon Retirement, Disability, death, layoff or termination from service of
      such a Participant while in the employ of a Related Company, distribution
      shall be made in accordance with this Plan as if such Participant had been
      retired, become Disabled, died, been laid off, or terminated his service
      in the employ of the Company.

            


    

     

    
      	
              (d)  

            	
              Nothing
      in this Section 2.3 shall be construed to authorize a Participant to share
      in contributions under this Plan with respect to remuneration paid to him
      by a Related Company.

            


    

     

    
      	
              2.4  

            	
              Reemployment

            


    

     

    If an
Employee, after terminating employment, shall be rehired by the Company, he
shall be eligible to resume participation in this Plan on the first Entry Date
after rehire if he had previously become a Participant under the Plan. Otherwise
he shall become a Participant when he complies with the foregoing provisions of
this Article 2, by taking into account both his Service prior to termination and
his Period of Service after rehire.

     

    
      	
              2.5  

            	
              Bargaining
      Unit Employees

            


    

     

    Notwithstanding
any other provision of the Plan, Bargaining Unit Employees shall be eligible to
participate in this Plan only if the applicable collective bargaining agreement
expressly so provides, in which case, participation by a Bargaining Unit
Employee shall be only to the extent and on the terms and conditions specified
in the collective bargaining agreement covering such individual.

     

    
      	
              2.6  

            	
              Leased
      Employees

            


    

     

    
      	
              (a)  

            	
              If
      any person who is not an Employee of the Company provides services to the
      Company (or a Related Company) on a substantially full-time basis for a
      period of at least one year, such periods shall be counted as if such
      person had been an Employee in calculating Hours of Service for purposes
      of determining eligibility to participate under Section 2.1, and in
      calculating Service for purposes of vesting under Article 4, but only
      if:

            


    

     

    
      	
              (1)  

            	
              such
      services are provided pursuant to an agreement between the Company and any
      other person; and

            


    

     

    
      	
              (2)  

            	
              such
      services are performed under the primary direction and control of the
      Company.

            


    

     

    
      	
              (b)  

            	
              Reserved.

            


    

     

    
    


    
      	
              2.7  

            	
              Adoption
      by Affiliate

            


    

     

    Any
subsidiary or other Affiliate of Appleton Papers Inc. that has become a
“Company” as provided in Section 1.13(b) is deemed to have designated Appleton
Papers Inc. as its agent with respect to amending or terminating the Plan. Any
such action shall be binding on such subsidiary or Affiliate at the time
taken.

     

    ARTICLE
3: COMPANY CONTRIBUTIONS

     

    
      	
              3.1  

            	
              Matching
      Contributions

            


    

     

    
      	
              (a)  

            	
              Amount
      of Contribution

            


    

     

    Subject
to the limitations set forth herein, the Company shall contribute on behalf of
each Participant the following amounts:

     

    
      	
              (1)  

            	
              Non-Bargaining
      Unit Employees – A contribution to the Participant’s ESOP Matching Account
      equal to the sum of:

            


    

     

    
      	
              (A)  

            	
              100%
      of the Participant’s Savings Percentage invested under the ESOP Component
      of the Plan; and

            


    

     

    
      	
              (B)  

            	
              50%
      of the Participant’s Savings Percentage invested under the Non-ESOP
      Component of the Plan.

            


    

     

    provided,
however, that a Matching Contribution shall only be made on that portion of the
Savings Percentage not in excess of 6% of Covered Compensation.

     

    
      	
              (2)  

            	
              Bargaining
      Unit Employees (Appleton):

            


    

     

    
      	
              (A)  

            	
              100%
      of the Participant’s Saving Percentage invested under the ESOP Component
      of the Plan; and

            


    

     

    
      	
              (B)  

            	
              50%
      of the Participant’s Savings Percentage invested under the Non-ESOP
      Component of the Plan,

            


    

     

    provided,
however, that a Matching Contribution shall only be made on that portion of the
Savings Percentage not in excess of 6% of Covered Compensation. Such Matching
Contribution shall be invested in either the ESOP Component or the Non-ESOP
Component of the Plan in the same manner as the Participant’s Savings Percentage
to which the Matching Contribution relates.

     

    
      	
              (3)  

            	
              Bargaining
      Unit Employees (West Carrollton and Roaring Spring):  A
      contribution to the Participant’s ESOP Matching Account equal to 100% of
      the portion of the Participant’s Savings Percentage invested under the
      ESOP Component of the Plan not in excess of 6% of Covered
      Compensation.

            


    

     

    
      	
              (4)  

            	
              Bargaining
      Unit Employees (employed at Roaring Spring and not receiving a
      contribution toward retiree medical) will receive a Matching Contribution,
      in addition to the contribution specified in Section 3.1(a)(2) above, of
      50% of the portion of the Participant’s Savings Percentage not in excess
      of 6% of Covered Compensation. Such Matching Contribution shall be
      invested in either the ESOP Component or the Non-ESOP Component of the
      Plan in the same manner as the Participant’s Savings Percentage to which
      the Matching Contribution relates.

            


    

     

     

    
      	
              (5)  

            	
              Bargaining
      Unit Employees (Harrisburg):

            


    

     

    
      	
              (A)  

            	
              100%
      of the Participant’s Savings Percentage invested under the ESOP Component
      of the Plan; and

            


    

     

    
      	
              (B)  

            	
              75%
      of the Participant’s Savings Percentage invested under the Non-ESOP
      Component of the Plan.

            


    

     

    provided,
however, that a Matching Contribution shall only be made on that portion of the
Savings Percentage not in excess of 6% of Covered Compensation. Such Matching
Contribution shall be invested in either the ESOP Component or the Non-ESOP
Component of the Plan in the same manner as the Participant’s Savings Percentage
to which the Matching Contribution relates.

     

    
      	
              (6)  

            	
              Bargaining
      Unit Employees (Kansas City):

            


    

     

    
      	
              (A)  

            	
              100%
      of the Participant’s Savings Percentage invested under the ESOP Component
      of the Plan; and

            


    

     

    
      	
              (B)  

            	
              80%
      of the Participant’s Savings Percentage invested under the Non-ESOP
      Component of the Plan.

            


    

     

    provided,
however, that a Matching Contribution shall only be made on that portion of the
Savings Percentage not in excess of 6% of Covered Compensation. Such Matching
Contribution shall be invested in either the ESOP Component or the Non-ESOP
Component of the Plan in the same manner as the Participant’s Savings Percentage
to which the Matching Contribution relates.

     

    
      	
              (b)  

            	
              The
      Company may, by resolution of its Board of Directors and in its sole and
      absolute discretion, increase or decrease the percentage factors set forth
      above based on profitability or such other reasons that it deems
      appropriate.

            


    

     

    
      	
              (c)  

            	
              In
      addition, at or as of the end of each Plan Year, the Company shall
      contribute on behalf of each Participant who has not received the maximum
      available Matching Contribution on Elective Deferrals made pursuant to a
      Savings Percentage election for such Plan Year, an additional Matching
      Contribution equal to the difference (if any) between (1) the amount of
      Matching Contribution the Participant would have received under the
      formulas above if his or her Savings Percentage had been made on a level
      basis throughout that Plan Year, and (2) the amount previously contributed
      as a Matching Contribution by the Company for such Plan Year. Such
      additional Matching Contribution shall in all events be made in the form
      of Company Stock.

            


    

     

    
      	
              3.2  

            	
              Profit
      Sharing Contribution

            


    

     

    
      	
              (a)  

            	
              Subject
      to the limitations set forth herein, the Company, in its discretion, may
      determine whether a Discretionary Profit Sharing Contribution shall be
      made to the Non-ESOP Component of the Plan for a Plan Year, and if so, the
      amount to be contributed. Such amounts shall be credited to each eligible
      Participant’s Profit Sharing Account and shall be subject to the
      Participant’s investment direction under Section
  6.3.

            


    

     

    
    

    
      	
              (b)  

            	
              Subject
      to the limitations set forth herein, the Company, in its discretion, may
      determine whether a Discretionary Profit Sharing Contribution shall be
      made to the ESOP Component of the Plan for a Plan Year, and if so, the
      amount to be contributed. Such allocated amounts shall be credited to each
      eligible Participant’s ESOP Profit Sharing Account subject to the
      limitations and rules governing the ESOP Component of the
      Plan.

            


    

     

    
      	
              (c)  

            	
              Subject
      to the limitations set forth herein, the Company shall make a Mandatory
      Profit Sharing Contribution to the Non-ESOP Component of the Plan for each
      Plan Year, with the amount of such contribution to be determined pursuant
      to Section 3.3(c)(5) below. Such amounts shall be credited to each
      eligible Participant’s Profit Sharing Account and shall be subject to the
      Participant’s investment directions under Section
  6.3.

            


    

     

    
      	
              3.3  

            	
              Time
      and Medium of Payment of Contributions; Allocation
  Rules

            


    

     

    
      	
              (a)  

            	
              Elective
      Contributions

            


    

     

    
      	
              (1)  

            	
              Medium. The Company
      shall pay Participants’ Elective Contributions over to the Trustee in
      cash.

            


    

     

    
      	
              (b)  

            	
              Matching
      Contributions

            


    

     

    
      	
              (1)  

            	
              Timing

            


    

     

    
      	
              (A)  

            	
              Contributions
      to the Non-ESOP Component of the Plan shall be made within 60 days
      following the Pay Date during which the Elective Contributions to which
      such Matching Contributions relate would have been
  paid.

            


    

     

    
      	
              (B)  

            	
              Contributions
      to the ESOP Component of the Plan shall be made as of the Valuation Date
      following the Pay Date during which the Elective Contributions to which
      such Matching Contributions relate would have been paid, and shall be
      based on the FMV of Company Stock as of the Valuation Date preceding or
      following the relevant Pay Date (whichever is
  lower).

            


    

     

    
      	
              (2)  

            	
              Form of Contribution.
      The Company shall make Matching Contributions required under the Non-ESOP
      Component in the form of Company Stock or cash as determined by the Board
      of Directors of the Company in its sole discretion. The Company shall make
      Matching Contributions required under the ESOP Component in the form of
      Company Stock or cash, as determined by the Board of Directors of the
      Company in its sole discretion.

            


    

     

     

    
      	
              (c)  

            	
              Profit Sharing
      Contributions

            


    

     

    
      	
              (1)  

            	
              Timing. Profit Sharing
      Contributions to either the Non-ESOP Component or the ESOP Component of
      the Plan shall be made by the due date of the Company’s tax return
      (including extensions) for the year to which such contributions
      relate.

            


    

     

    
      	
              (2)  

            	
              Form of Contribution.
      The Company shall make any Profit Sharing Contributions under the Non-ESOP
      Component in the form of cash. The Company shall make any Profit Sharing
      Contributions under the ESOP Component in the form of Company Stock or
      cash to be invested in Company Stock, as determined by the Board of
      Directors of the Company in its sole
discretion.

            


    

     

    
      	
              (3)  

            	
              Eligibility to Receive an
      Allocation of Discretionary Profit Sharing Contribution. In
      general, an individual must be (A) eligible to participate in the Plan and
      (B) employed on the last day of a Plan Year to which a Discretionary
      Profit Sharing Contribution relates in order to share in such
      Discretionary Profit Sharing Contribution. However, Participants who cease
      to be Employees during the Plan Year by reason of death, Disability or
      Retirement shall be eligible to share in such Discretionary Profit Sharing
      Contribution. In its resolutions declaring a Discretionary Profit Sharing
      Contribution to the Plan, the Company may impose other conditions upon
      eligibility to share in such Discretionary Profit Sharing Contribution,
      including without limitation a provision that the Discretionary Profit
      Sharing Contribution be allocated only to Participants at a certain
      division or location.

            


    

     

    
      	
              (4)  

            	
              Allocation of Discretionary
      Profit Sharing Contributions. Participants eligible to receive an
      allocation of such Discretionary Profit Sharing Contribution shall share
      in such Contribution in proportion to their relative amounts of Covered
      Compensation for that portion of the Plan Year during which they were
      eligible to participate in the
Plan.

            


    

     

    
      	
              (5)  

            	
              Allocation of Mandatory Profit
      Sharing Contributions. A Mandatory Profit Sharing Contribution,
      based upon the schedule set forth below, shall be allocated to the
      Non-ESOP Profit Sharing Account of each Participant who: (A) effective
      beginning April 1, 2008, has made an affirmative election to cease
      accruing benefits under the Appleton Papers Inc. Retirement Plan; (B) was
      ineligible to commence participation in the Appleton Papers Inc.
      Retirement Plan because of the freezing of the participation provisions of
      such plan; (C) was ineligible to commence participation in the Appleton
      Papers Inc. Retirement Plan because such Participant did not qualify as an
      “Eligible Employee” under such plan; or (D) ceased to accrue benefits
      under the Appleton Papers Inc. Retirement Plan upon such Participant’s
      transfer from a Bargaining Unit Employee to a salaried employee or to a
      non-union hourly employee. Notwithstanding the foregoing, Participants who
      do not make the affirmative election referenced in (A) immediately above
      and who otherwise meet the eligibility criteria set forth herein, shall be
      eligible for this Mandatory Profit Sharing Contribution beginning with the
      2015 Plan Year. Mandatory Profit Sharing Contributions shall be made on
      each Pay Date to eligible Participants who are employed on the Pay Date,
      based upon their Covered Compensation for the applicable Pay Period, based
      upon their age in years on their birthday that occurs during the Plan Year
      and based upon their Service in whole years on their Service anniversary
      date that occurs during the Plan Year in accordance with the following
      schedule:

            


    

     



    


     

    Age +
Service            Mandatory Profit Sharing
Contribution

     

               <
35                         1%
of Covered Compensation

              35-49       2% of Covered
Compensation

              50-64       3% of Covered
Compensation

              65-79       4% of Covered
Compensation

              80 or more      
5% of Covered Compensation

     

     

    Effective
January 1, 2010, Mandatory Profit Sharing Contributions shall be made on each
Pay Date to eligible Participants based upon their Covered Compensation for the
applicable Pay Period, based upon their age in years on their birthday that
occurs during the Plan Year and based upon their Service in whole years on their
Service anniversary date that occurs during the Plan Year, in accordance with
the preceding schedule, regardless of whether such Participant is employed on
the relevant Pay Date.

     

    Further
effective January 1, 2010, in determining a Participant’s Service for purposes
of this Section 3.3(c)(5), that portion of any Participant’s Period of Service
during which the Participant was classified as a “temporary employee” on the
Company’s payroll system shall be disregarded.

     

    Notwithstanding
the foregoing, a Mandatory Profit Sharing Contribution shall not be made with
respect to a Participant who (a) incurs a Disability and/or (b) is an HCE,
unless the Committee determines, in its complete discretion, that such
application will not cause the Plan in operation to discriminate in favor of
HCEs and thereby fail to comply with Section 401(a)(4) of the Code.

     

    
      	
              (6)  

            	
              Special Profit Sharing Contributions. Notwithstanding paragraphs (3) and (4)
      above, a special Profit Sharing Contribution of $1,000 shall be allocated
      to the Non-ESOP Profit Sharing Account of each Bargaining Unit Employee
      (Appleton) when his work area completes the work system redesign conducted
      during 2005 and 2006 or, if his work area does not participate in a
      redesign, when all redesigns are
complete.

            


    

     

    
      	
              3.4  

            	
              Reinstatements

            


    

     

    In
addition to the contributions otherwise provided for in Sections 3.1, 3.2 and
3.3 above, the Company shall contribute such additional amounts as are required
for reinstatement of any accounts in accordance with Sections 7.5 and
7.10.

     

    
    

     

    
      	
              3.5  

            	
              Contributions
      Conditioned on Deductibility

            


    

     

    Notwithstanding
any other provision of the Plan, each contribution by the Company under this
Article 3 is expressly conditioned on the deductibility of such contribution
under Section 404 of the Code.

     

    
      	
              3.6  

            	
              Rollover
      Contributions

            


    

     

    
      	
              (a)  

            	
              The
      Committee may, under uniform rules applied on a consistent and
      non-discriminatory basis, permit the Trustee to accept Participant
      Rollover Contributions and/or direct rollovers of distributions from the
      types of plans specified below; provided, however, that in the opinion of
      the Committee or its legal counsel, the Rollover Contribution and/or
      direct rollover of an eligible rollover distribution will not jeopardize
      the tax-exempt status of the Plan or the Trust or create adverse tax
      consequences for the Company:

            


    

     

    
      	
              (1)  

            	
              Direct
      rollovers from:

            


    

     

    
      	
              (A)  

            	
              a
      qualified plan described in Section 401(a) or 403(a) of the Code,
      excluding after-tax employee
contributions;

            


    

     

    
      	
              (B)  

            	
              an
      annuity contract described in Section 403(b) of the Code, excluding
      after-tax employee contributions;
and

            


    

     

    
      	
              (C)  

            	
              an
      eligible plan under Section 457(b) of the Code which is maintained by a
      state, political subdivision of a state, or any agency or instrumentality
      of a state or political subdivision of a
state.

            


    

     

    
      	
              (2)  

            	
              Participant
      contributions from:

            


    

     

    
      	
              (A)  

            	
              a
      qualified plan described in Section 401(a) or 403(a) of the Code,
      excluding after-tax employee
contributions;

            


    

     

    
      	
              (B)  

            	
              an
      annuity contract described in Section 403(b) of the Code, excluding
      after-tax employee contributions;
and

            


    

     

    
      	
              (C)  

            	
              an
      eligible plan under Section 457(b) of the Code which is maintained by a
      state, political subdivision of a state, or any agency or instrumentality
      of a state or political subdivision of a
state.

            


    

     

    
      	
              (3)  

            	
              The
      portion of a distribution from an individual retirement account or annuity
      described in Section 408(a) or 408(b) of the Code that is eligible to be
      rolled over and would otherwise be included in gross
    income.

            


    

     

    
      	
              (4)  

            	
              The
      Committee may require such evidence as they deem appropriate to ensure
      that any such Rollover Contribution to the Plan shall not adversely affect
      its tax-qualified status.

            


    

     

    
    

     

    
      	
              (b)  

            	
              In
      no event shall a Rollover Contribution be made to the Plan in the form of
      a direct transfer from any tax-qualified plan that is required to provide
      benefits in the form of a qualified joint and survivor annuity or a
      qualified pre-retirement survivor annuity, as defined in subsections (b)
      and (c) of Section 417 of the Code. The Committee may, under uniform rules
      applied on a consistent and nondiscriminatory basis, permit Participants
      to direct that a portion of such Rollover Contribution be invested in
      Company Stock under the ESOP Component of this
  Plan.

            


    

     

    
      	
              3.7  

            	
              Prohibited
      Allocations of Stock in an S
Corporation

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      any Plan provision to the contrary, during any Plan Year in which the
      Company is an S Corporation and Company Stock held under this Plan
      consists of stock in an S Corporation, no portion of the assets held
      by the Trust shall, during a Nonallocation Year (as defined below), accrue
      or be allocated (either directly or indirectly) under this Plan or any
      plan qualified under Section 401(a) of the Code that is maintained by
      the Company for the benefit of an S Corporation Disqualified Person
      (as defined below), to the extent that such accrual or allocation would
      cause an Impermissible Accrual or Impermissible
  Allocation.

            


    

     

    In the
event any allocation under this Plan would cause the ESOP Component of the Plan
to have a Nonallocation Year, amounts held by an S Corporation Disqualified
Person (or person reasonably expected to become an S Corporation Disqualified
Person absent a transfer described in this Section), necessary to avoid a
Nonallocation Year, shall be transferred to the Non-ESOP Component of the
Plan.

     

    
      	
              (b)  

            	
              Assets
      held under the Plan in accordance with the above are held in the Non-ESOP
      Component of the Plan and not under the ESOP Component which is intended
      to qualify as an employee stock ownership plan, within the meaning of
      Section 4975(e)(7) of the Code. Amounts held in the Non-ESOP Component of
      the Plan shall be held in accounts that are separate from the accounts for
      the amounts held in the ESOP Component. The statements provided to
      Participants and Beneficiaries to show their interest in the Plan shall
      separately identify the amounts held in each such portion. Except as
      specifically set forth in this Section, all of the terms of the Plan apply
      to any amount held under the Non-ESOP Component of the Plan in the same
      manner and to the same extent as to any other amount held under the
      Plan.

            


    

     

    
      	
              (c)  

            	
              In
      the case of any event that the Plan Administrator determines would cause a
      Nonallocation Year to occur (referred herein as a “Non-allocation Event”),
      shares of Company Stock held under the Plan before the date of the
      Non-allocation Event, shall be transferred from the ESOP Component of the
      Plan to the Non-ESOP Component of the Plan as provided in this Section
      3.7(c). Actions that may cause a Non-allocation Event, include, but are
      not limited to, a contribution to the Plan in the form of shares of
      Company Stock, a distribution from the Plan in the form of shares of
      Company Stock, a change of investment within the ESOP Accounts of an S
      Corporation Disqualified Person that alters the number of shares of
      Company Stock held in the ESOP Accounts of the S Corporation Disqualified
      Person, or the issuance by the Company of Synthetic Equity (as defined
      below). A Non-allocation Event occurs only if (i) the total number of
      shares of Company Stock held in the ESOP Accounts of those Participants
      who are or who would be S Corporation Disqualified Persons after taking
      into account the Participant’s Synthetic Equity and the Non-allocation
      Event, exceeds (ii) 49.9% of the total number of shares of Company Stock
      outstanding after taking the Non-allocation Event into account (causing a
      Nonallocation Year to occur). No transfer under this Section 3.7 shall be
      greater than the excess, if any, of (i) over (ii). Before the
      Non-allocation Event occurs, the Plan Administrator shall determine the
      extent to which a transfer is required to be made and shall take steps to
      ensure that all action necessary to implement the transfer are taken
      before the Non-allocation Event
occurs.

            


    

     

    
      	
              (d)  

            	
              Except
      as provided for in this Section 3.7(d), at the date of the transfer, the
      total number of shares transferred as provided for in Section 3.7(c),
      shall be charged against the ESOP Accounts of Participants who are S
      Corporation Disqualified Persons (i) by first reducing the ESOP Accounts
      of the Participant who is an S Corporation Disqualified Person whose ESOP
      Accounts have the largest number of shares (with the addition of Synthetic
      Equity shares) and (ii) thereafter by reducing the ESOP Accounts of each
      succeeding Participant who is an S Corporation Disqualified Person who has
      the largest number of shares in his or her ESOP Accounts (with the
      addition of Synthetic Equity shares). Immediately following the transfer,
      the number of transferred shares charged against any Participant’s ESOP
      Accounts in the ESOP Component of the Plan shall be credited to an account
      established for that Participant in the Non-ESOP Component of the
      Plan.

            


    

     

    
      	
              (e)  

            	
              Notwithstanding
      Section 3.7(d), the number of shares transferred shall be charged against
      the ESOP Accounts of Participants who are S Corporation Disqualified
      Persons by first reducing the ESOP Accounts of the Participant with the
      fewest shares (including Synthetic Equity) who is an S Corporation
      Disqualified Person and who is a HCE to cause the Participant not to be an
      S Corporation Disqualified Person, and thereafter reducing the ESOP
      Accounts of each other Participant who is an S Corporation Disqualified
      Person and a HCE, in order of who has the fewest Company Stock shares
      (including Synthetic Equity). A transfer under this Section 3.7(e) only
      applies to the extent that the transfer results in fewer shares being
      transferred than in a transfer under Section
  3.7(d).

            


    

     

    
      	
              (f)  

            	
              If
      two or more Participants described in Section 3.7(d) or Section 3.7(e)
      have the same number of shares, the ESOP Accounts of the Participant with
      the longest service shall be reduced
first.

            


    

     

    
      	
              (g)  

            	
              Beneficiaries
      of the Plan are treated as Participants for purposes of this
      Section.

            


    

     

    
      	
              (h)  

            	
              Income
      Taxes. If the Trust owes income taxes as a result of unrelated business
      taxable income under Section 512(e) of the Code with respect to shares of
      Company Stock held in the Non-ESOP Component of the Plan, the income tax
      payments made by the Trustee shall be charged against the Non-ESOP
      Accounts of each Participant or Beneficiary in proportion to the ratio of
      the shares of Company Stock in such Participant’s or Beneficiary’s
      Non-ESOP Accounts to the total shares of Company Stock in the Non-ESOP
      Component of the Plan. The Company shall purchase shares of Company Stock
      from the Trustee with cash (based on the fair market value of the shares
      so purchased) from each such Non-ESOP Accounts to the extent necessary for
      the Trustee to make the income tax
payments.

            


    

     

    
      	
              (i)  

            	
              For
      purposes of this Section, there is an “Impermissible Accrual” to the
      extent that Company Stock consisting of stock in an S Corporation owned by
      the Plan and any assets attributable thereto are held under the Plan for
      the benefit of an S Corporation Disqualified Person during a Nonallocation
      Year. For this purpose, assets attributable to stock in an S Corporation
      owned by the Plan include any S Corporation distributions, within the
      meaning of Section 1368 of the Code, made on S Corporation Stock held in
      an S Corporation Disqualified Person’s account in the Plan (including
      earnings thereon), plus any proceeds from the sale of S Corporation
      Company Stock held for an S Corporation Disqualified Person’s account in
      the Plan (including any earnings thereon). Thus, in the event of a
      Nonallocation Year, all S Corporation Company Stock and all other Plan
      assets attributable to S Corporation Company Stock, including
      distributions, sales proceeds, and earnings on either distributions or
      proceeds, held for the account of such S Corporation Disqualified Person
      in the Plan during that year are an Impermissible Accrual for the benefit
      of that person, whether attributable to contributions in the current Plan
      Year or in prior Plan Years.

            


    

     

     

    
      	
              (j)  

            	
              For
      purposes of this Section, an “Impermissible Allocation” occurs during a
      Nonallocation Year to the extent that a contribution or other Annual
      Addition is made with respect to the Account of an S Corporation
      Disqualified Person, or the S Corporation Disqualified Person otherwise
      accrues additional benefits, directly or indirectly under the Plan or any
      other plan of the employer qualified under Section 401(a) of the Code
      (including a release and allocation of assets from a suspense account, as
      described at Sections 54.4975-11(c) and (d) of the Treasury Regulations)
      that, for the Nonallocation Year, would have been added to the account of
      the S Corporation Disqualified Person under the Plan and invested in
      Company Stock consisting of stock in an S Corporation owned by the Plan
      but for a provision in the Plan that precludes such addition to the
      account of the S Corporation Disqualified Person, and investment in
      Company Stock during a Nonallocation
Year.

            


    

     

    
      	
              (k)  

            	
              For
      purposes of this Section 3.7, the term “Nonallocation Year” shall be
      defined as set forth in Section 409(p)(3) of the Code and the term “S
      Corporation Disqualified Person” shall be defined as set forth in Section
      409(p)(4) of the Code.

            


    

     

    
      	
              (l)  

            	
              For
      purposes of this Section 3.7, the term “Synthetic Equity” means any stock
      option, warrant, restricted stock, deferred issuance stock right, or
      similar interest or right that gives the holder the right to acquire or
      receive stock of the S Corporation in the future. Except to the
      extent provided in regulations, Synthetic Equity also includes a stock
      appreciation right, phantom stock unit, or similar right to a future cash
      payment based on the value of such stock or appreciation in such value.
      Synthetic Equity also includes the following forms of deferred
      compensation: (i) any remuneration for services rendered to the Company,
      or a Related Company, to which Section 404(a)(5) of the Code applies; (ii)
      any right to receive property in a future year to which Section 83 of the
      Code applies for the performance of services rendered to the Company or a
      Related Company; (iii) any transfer of property to which Section 83 of the
      Code applies in connection with the performance of services for the
      Company or a Related Company, to the extent such property is not
      substantially vested within the meaning of Section 1.83-3(i) of the
      Treasury Regulations by the end of the Plan Year in which the property was
      transferred; and (iv) any other remuneration for services rendered to the
      Company or a Related Company under a plan, method, or arrangement
      deferring receipt of the remuneration to a date that is after the 15th day
      of the 3rd calendar month after the end of the calendar year in which the
      services were performed.

            


    

     

    In the
case of a person who owns Synthetic Equity in the S Corporation, except to
the extent provided in regulations, the shares of stock in the
S Corporation on which such Synthetic Equity is based shall be treated as
outstanding stock in such corporation and Deemed-Owned Shares of such person if
such treatment of Synthetic Equity of one (1) or more persons results
in:

     

    
      	
              (1)  

            	
              the
      treatment of any person as an S Corporation Disqualified Person,
      or

            


    

     

    
      	
              (2)  

            	
              the
      treatment of any Plan Year as a Nonallocation
  Year.

            


    

     


    For
purposes of this Section, Synthetic Equity shall be treated as owned by a person
in the same manner as stock is treated as owned by a person under the rules of
paragraphs (2) and (3) of Section 318(a) of the Code. If, without regard to this
paragraph, a person is treated as an S Corporation Disqualified Person or a
Plan Year is treated as a Nonallocation Year, this paragraph shall not be
construed to result in the person or year not being so treated.

     

    
      	
              (m)  

            	
              For
      purposes of this Section 3.7, for any Plan Year in which it is determined
      that the principal purposes of the ownership structure of the Company, as
      an S Corporation, constitute an avoidance or evasion of Section 409(p) of
      the Code, this Plan shall have a Nonallocation Year and/or treat any
      person required to be designated as an S Corporation Disqualified Person,
      as required by the Commissioner, pursuant to Section 1.409(p)-1(b)(3) of
      the Treasury Regulations or Section 409(p)(7)(B) of the
    Code.

            


    

     

     

    ARTICLE
4: VESTING

     

    
      	
              4.1  

            	
              Fully
      Vested Accounts

            


    

     

    An
Employee’s Elective Account, ESOP Elective Account, Rollover Account, ESOP
Rollover Account, and ESOP Transfer Account shall at all times be fully vested
and nonforfeitable.

     

    
      	
              4.2  

            	
              Accounts
      Subject to Vesting Schedule

            


    

     

    An
Employee’s Matching Account and ESOP Matching Account, Profit Sharing Account
and ESOP Profit Sharing Account shall be vested in accordance with the following
schedule, based on the Employee’s Service:

     

    
      	
              Service (In Years):

            	
              Vesting Percentage

            
	
              Less
      than one

            	
              0%

            
	
              One
      but less than two

            	
              20%

            
	
              Two
      but less than three

            	
              40%

            
	
              Three
      but less than Four

            	
              60%

            
	
              Four
      but less than five

            	
              80%

            
	
              Five
      or more

            	
              100%

            


    

     

    
      	
              4.3  

            	
              Special
      Vesting Rules

            


    

     

    A
Participant’s Matching Account, ESOP Matching Account, Profit Sharing Account
and ESOP Profit Sharing Account shall in all events be or become fully vested
and nonforfeitable upon the first to occur of the following events:

     

    
      	
              (a)  

            	
              Retirement;

            


    

     

    
      	
              (b)  

            	
              Disability
      while employed by the Company, a Related Company or an
      Affiliate;

            


    

     

    
      	
              (c)  

            	
              Death
      while employed by the Company, a Related Company or an
      Affiliate;

            


    

     

    
      	
              (d)  

            	
              Upon
      the complete discontinuance of employer contributions to the
      Plan;

            


    

     

    
      	
              (e)  

            	
              Upon
      the complete termination of the Plan;
or

            


    

     

    
      	
              (f)  

            	
              Upon
      the partial termination of the Plan, if the Participant is affected by
      such partial termination.

            


    

     

    Notwithstanding
any provision of the Plan to the contrary, effective on and after January 1,
2007, if a Participant dies while performing qualified military service for a
period longer than thirty (30) days, such Participant’s Beneficiary shall be
eligible for any additional benefits (other than benefits accruals relating to
the period of qualified military service) that would have been provided under
the Plan if the Participant had resumed employment on the day prior to his death
and then terminated employment due to death.

       

    ARTICLE
5: LIMITATIONS ON CONTRIBUTIONS

     

    
      	
              5.1  

            	
              Limitation
      on Elective Deferrals

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      any other provision of the Plan to the contrary, Elective Deferrals made
      on behalf of a Participant in any calendar year under the Plan and all
      plans, contracts or arrangements maintained by the Company or any Related
      Company shall not exceed $16,500, as such amount may be adjusted in
      accordance with Section 402(g) of the Code and the regulations thereunder,
      the provisions of which are hereby incorporated by reference. In the event
      that the limitation set forth in the preceding sentence is exceeded under
      the Plan with respect to any Participant in any calendar year, the
      Participant shall be deemed to have notified the Committee of such excess
      amount (hereinafter referred to as “Excess Elective Deferrals”), and such
      Excess Elective Deferrals, increased by any income and decreased by any
      losses attributable thereto shall be distributed to the Participant no
      later than April 15 of the following calendar
  year.

            


    

     

    
      	
              (b)  

            	
              If
      a Participant also participates in any other plans, contracts or
      arrangements subject to the limitation set forth in Section 5.1(a) above
      and has made Excess Elective Deferrals for any calendar year under this
      Plan when combined with all other such plans, contracts or arrangements,
      the Participant may notify the Committee in writing no later than March 1
      of the following calendar year of the amount of Elective Deferrals made
      under the Plan that constitute Excess Elective Deferrals. Upon such timely
      notification by a Participant, the Plan shall distribute such Excess
      Elective Deferrals, increased by any income and decreased by any losses
      attributable thereto no later than the April 15 of such following calendar
      year; provided, however, that in no event may a Participant receive from
      the Plan a distribution of Excess Elective Deferrals for a calendar year
      in an amount exceeding the Participant’s total Elective Deferrals under
      the Plan for such calendar year.

            


    

     

    
      	
              (c)  

            	
              The
      determination of the income and loss allocable to Excess Elective
      Deferrals shall be made in accordance with Section 402(g) of the Code and
      the regulations thereunder, as may be amended from time to
      time.

            


    

     

    
      	
              (d)  

            	
              The
      amount of Excess Elective Deferrals that may be distributed to a
      Participant for a calendar year pursuant to this Section 5.1 shall be
      reduced by any Excess Contributions (as defined in Section 5.2(b))
      previously distributed with respect to the Participant for the Plan Year
      beginning with or within such calendar year. In the event of a reduction
      under this Section 5.1(d), the amount of Excess Contributions included in
      the gross income of the Participant and reported as a distribution of
      Excess Contributions shall be reduced by the amount of the reduction under
      this Section 5.1(d).

            


    

     

    
      	
              (e)  

            	
              Notwithstanding
      any other provision of the Plan, to the extent that Excess Elective
      Deferrals are distributed to a Participant under this Section 5.1, all
      corresponding Matching Contributions (increased by any income and
      decreased by any losses attributable thereto), if any, shall be forfeited
      at the time of such distribution and shall be applied to reduce the
      Company’s future contributions to the
Plan.

            


    

     

    
      	
              (f)  

            	
              Excess
      Elective Deferrals and income allocable thereto that are distributed to a
      Participant in accordance with this Section 5.1 shall not be treated as an
      Annual Addition to the Participant’s Combined Accounts for purposes of the
      limitations set forth in Section
5.4.

            


    

     

    
      	
              5.2  

            	
              ADP
      Limitation

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      any other provision of the Plan, in each Plan Year, the ADP for the group
      of eligible HCEs shall satisfy one of the following
  tests:

            


    

     

    
      	
              (1)  

            	
              The
      ADP for the group of eligible HCEs for that Plan Year shall not exceed the
      ADP for the group of eligible NHCEs for that same Plan Year multiplied by
      1.25, or

            


    

     

    
      	
              (2)  

            	
              The
      ADP for the group of eligible HCEs for that Plan Year shall not exceed the
      ADP for the group of eligible NHCEs for that same Plan Year multiplied by
      2.0, but not more than 2 percentage points in excess of the ADP for the
      group of eligible NHCEs.

            


    

     

    The
determination of whether the Plan satisfies the requirements of this Section
5.2(a) shall be made in accordance with Section 401(k)(3) of the Code and the
regulations thereunder (including Section 1.401(k)-1(b) of such regulations), as
may be amended from time to time, the provisions of which are hereby
incorporated by reference and shall override the provisions of the Plan to the
extent inconsistent therewith. Collectively bargained employees shall be
disaggregated for testing purposes as required by Treasury
Regulations.

     

    
      	
              (b)  

            	
              If,
      during a Plan Year, it is determined that a HCE’s Actual Deferral Ratio
      would cause the Plan to exceed the maximum permissible ADP specified in
      Section 5.2(a) above for the Plan Year, then the Plan Administrator may,
      to the extent necessary to prevent such excess Elective Contributions
      (“Excess Contributions”) from being contributed to the Plan, reduce the
      Elective Deferral elections of such eligible HCEs
  either:

            


    

     

    
      	
              (1)  

            	
              in
      increments of one-tenth of one percent (.10%), commencing with the
      elections by those HCEs with the highest dollar amount of deferrals,
      or

            


    

     

    
      	
              (2)  

            	
              in
      accordance with rules established and uniformly applied by the Plan
      Administrator that are consistent with all applicable regulations under
      the Code.

            


    

     

    
      	
              (c)  

            	
              In
      the event that the Plan fails to satisfy the requirements set forth in
      Section 5.2(a) above for any Plan Year, then the Excess Contributions and
      any income or loss allocable thereto shall be distributed to the HCEs on
      whose behalf such Excess Contributions were made, to the extent
      practicable, within two and one-half months following the Plan Year for
      which such Excess Contributions were made, but in no event later than the
      close of the Plan Year following the Plan Year in which such Excess
      Contributions were made. The determination of the income and loss
      allocable to Excess Contributions shall be made in accordance with Section
      401(k) of the Code and the regulations
  thereunder.

            


    

     

     

    
      	
              (d)  

            	
              The
      amount of Excess Contributions attributable to an individual HCE for a
      Plan Year shall be calculated and distributed according to the following
      procedures:

            


    

     

    
      	
              (1)  

            	
              Step
      1:  the total dollar amount of Excess Contributions is
      determined by reducing the Elective Contributions made on behalf of HCEs
      in the order of their ADPs, beginning with the highest of such percentages
      and continuing until one of the tests described in Section 5.2(a) is
      satisfied.

            


    

     

    
      	
              (2)  

            	
              Step
      2:  the amount determined in Step (1) above shall be distributed
      beginning with the HCE with the highest dollar amount of Elective
      Contributions to equal the dollar amount of the HCE with the next highest
      dollar amount of Elective Contributions and continuing in succeeding order
      of the HCEs until all Excess Contributions are accounted for as determined
      in Step (1) above.

            


    

     

    
      	
              (e)  

            	
              The
      amount of Excess Contributions to be distributed under this Section 5.2
      with respect to HCEs for a Plan Year shall be reduced by the amount of
      Excess Elective Deferrals previously distributed to the HCE for the
      calendar year ending with or within the Plan
  Year.

            


    

     

    
      	
              (f)  

            	
              Notwithstanding
      any other provision of the Plan, to the extent that Excess Contributions
      are distributed to a Participant under this Section 5.2, all corresponding
      Matching Contributions (increased by any income and decreased by any
      losses attributable thereto), if any, shall be forfeited at the time of
      such distribution and applied to reduce the Company’s future contributions
      to the Plan.

            


    

     

    
      	
              5.3  

            	
              ACP
      Limitation

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      any other provision of the Plan, in each Plan Year, the ACP for the group
      of eligible HCEs shall satisfy one of the following
  tests:

            


    

     

    
      	
              (1)  

            	
              The
      ACP for the group of eligible HCEs shall not exceed the ACP for the group
      of eligible NHCEs for the Plan Year multiplied by 1.25,
  or

            


    

     

    
      	
              (2)  

            	
              The
      ACP for the group of eligible HCEs shall not exceed the ACP for the group
      of eligible NHCEs for the Plan Year multiplied by 2.0, but not more than 2
      percentage points in excess of the ACP for the group of eligible
      NHCEs.

            


    

     

    The
determination of whether the Plan satisfies the requirements of this Section
5.3(a) shall be made in accordance with Section 401(m) of the Code and the
regulations thereunder (including, without limitation, Section 1.401(m)-1(b) of
such regulations, as may be amended from time to time, the provisions of which
are hereby incorporated by reference and shall override the provisions of the
Plan to the extent inconsistent therewith. Collectively bargained employees
shall be disaggregated for testing purposes as required by Treasury
Regulations.

     

     

    
      	
              (b)  

            	
              In
      the event that the Plan exceeds the limitations set forth in Section
      5.3(a) above for any Plan Year, then the excess Matching Contributions
      (“Excess Aggregate Contributions”) and any income or loss allocable
      thereto shall, to the extent vested (as determined in accordance with
      Section 4.2 above), be distributed to the HCEs on whose behalf such Excess
      Aggregate Contributions were made, to the extent practicable, within two
      and one-half months following the Plan Year for which such Excess
      Aggregate Contributions were made, but in no event later than the close of
      the Plan Year following the Plan Year in which such Excess Aggregate
      Contributions were made. To the extent that Excess Aggregate Contributions
      are not vested, such Excess Aggregate Contributions and any income or loss
      allocable thereto shall be forfeited and applied to reduce the Company’s
      future contributions to the Plan. The determination of the income and loss
      allocable to Excess Aggregate Contributions and the application of
      forfeited Excess Aggregate Contributions and the income and loss allocable
      thereto shall be made in accordance with Section 401(m) of the Code and
      the regulations thereunder.

            


    

     

    
      	
              (c)  

            	
              The
      amount of Excess Aggregate Contributions attributable to an individual HCE
      for a Plan Year shall be calculated and distributed according to the
      following procedures:

            


    

     

    
      	
              (1)  

            	
              Step
      1:  the total dollar amount of Excess Aggregate Contributions is
      determined by reducing the contributions made on behalf of HCEs in the
      order of their ACPs, beginning with the highest of such percentages and
      continuing until one of the tests described in Section 5.3(a) is
      satisfied.

            


    

     

    
      	
              (2)  

            	
              Step
      2:  the amount determined in Step (1) above shall be
      distributed, or if such amount is not vested, shall be forfeited,
      beginning with the HCE with the highest dollar amount of Matching
      Contributions to equal the dollar amount of the HCE with the next highest
      dollar amount of Matching Contributions and continuing in succeeding order
      of the HCEs until all Excess Aggregate Contributions are accounted for as
      determined in Step (1) above.

            


    

     

    
      	
              5.4  

            	
              Maximum
      Limitations on Annual Additions

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      any other provision of the Plan to the contrary, Annual Additions credited
      under the Plan and all other defined contribution plans maintained by the
      Company or an Affiliate (as aggregated in accordance with the regulations
      promulgated under Section 415 of the Code) with respect to each
      Participant for any Limitation Year shall not exceed the lesser
      of:

            


    

     

    
      	
              (1)  

            	
              $49,000,
      as adjusted from time to time by the Commissioner for increases in the
      cost of living in accordance with Section 415 of the Code,
    or

            


    

     

    
      	
              (2)  

            	
              100%
      of the Participant’s Compensation for such Limitation
  Year.

            


    

     

     

    
      	
              (b)  

            	
              If
      the Annual Additions credited under the Plan with respect to a Participant
      for any Limitation Year exceed the limitations of Section 5.4(a) as a
      result of the allocation of forfeitures, a reasonable error in estimating
      the Participant’s Compensation, a reasonable error in determining the
      amount of Elective Deferrals that the Participant may contribute or any
      other circumstance permitted pursuant to the regulations and rulings
      promulgated under Section 415 of the Code, then the Elective Contributions
      made by the Participant for the Limitation Year which constitute excess
      Annual Additions, and any income allocable thereto, shall be distributed
      to the Participant. If, after such distribution, the Annual Additions with
      respect to the Participant for the Limitation Year still exceed the
      limitations set forth in Section 5.4(a) above, such excess amounts shall
      be used to reduce Company contributions for the Participant for the next
      Limitation Year (and succeeding Limitation Years, as necessary) if the
      Participant is covered by the Plan at the end of the Limitation Year. If
      the Participant is not covered by the Plan as of the end of the Limitation
      Year, then the excess amounts shall be held unallocated in a suspense
      account for the Limitation Year and allocated and reallocated in the next
      Limitation Year to all of the remaining Participants, but only to the
      extent that such allocation or reallocation would not cause the Annual
      Additions to such Participants to violate the limitations of Section 415
      of the Code for such Limitation Year. If a suspense account is in
      existence at any time during a Limitation Year, all amounts in the
      suspense account must be allocated or reallocated before any Company
      contributions or Elective Contributions which would constitute Annual
      Additions may be made to the Plan for the Limitation Year (and succeeding
      Limitation Years, as necessary) in accordance with the rules set forth in
      regulations promulgated under Section 415 of the Code. If a suspense
      account is in effect, it shall share in investment gains or
      losses.

            


    

     

    Notwithstanding
the foregoing, the correction of any excess Annual Additions shall be in
accordance with applicable guidance, including the Employee Plans Compliance
Resolution System (“EPCRS”) that is issued by the Internal Revenue
Service.

     

    
      	
              (c)  

            	
              If
      a Participant also participates in any other defined contribution plan or
      plans maintained by the Company or an Affiliate which are subject to the
      limitation set forth in Section 5.4(a) above and, as a result, such
      limitation would be exceeded with respect to the Participant in any
      Limitation Year, any reduction or other permissible method necessary to
      ensure compliance with such limitation first shall be made under such
      other plan or plans in accordance with the terms thereof. If, after such
      correction, a further reduction is necessary to ensure that the limitation
      set forth in Section 5.4(a) above is not exceeded, Annual Additions
      credited under the Plan with respect to the Participant shall be reduced
      in accordance with the provisions of this Section
  5.4.

            


    

     

    
      	
              (d)  

            	
              Reserved.

            


    

     

    
      	
              (e)  

            	
              The
      determination of whether the Plan satisfies the requirements of this
      Section 5.4 with respect to a Participant shall be made in accordance with
      Section 415 of the Code and the regulations thereunder, the provisions of
      which are hereby incorporated by reference and shall override the
      provisions of the Plan to the extent inconsistent
    therewith.

            


    

     

    
    

    
      	
              5.5  

            	
              Deduction
      Limitation

            


    

     

    
      	
              (a)  

            	
              In
      no event shall the contributions for any Plan Year, either separately or
      when combined with the contributions of the Company under all other
      qualified retirement plans of the Company, exceed the amount allowable as
      a deduction for Federal income tax
purposes.

            


    

     

    
      	
              (b)  

            	
              If
      any contribution required to be made pursuant to Article 3 would cause the
      limitation of subsection (a) above to be exceeded in any Plan Year, then
      such contribution shall not be made and, to the extent not made, any
      Participant’s agreement to reduce his cash remuneration in consideration
      thereof shall be deemed null and
void.

            


    

                

    ARTICLE
6: THE FUND, INVESTMENTS, AND ACCOUNTING

     

    
      	
              6.1  

            	
              Trust
      Fund

            


    

     

    
      	
              (a)  

            	
              The
      Fund shall be held in trust by one or more Trustees appointed by the
      Committee under one or more Trust Agreements and shall consist of the
      contributions of the Company, all investments made therewith and proceeds
      thereof and all earnings thereon and profits therefrom, less the
      distributions which at the time of reference have been made by the
      Trustee.

            


    

     

    
      	
              (b)  

            	
              No
      person shall have any right to or interest in the Fund except as provided
      in the Plan and the Trust
Agreements.

            


    

     

    
      	
              (c)  

            	
              The
      Fund shall in no event be used for or diverted to purposes other than for
      the exclusive benefit of Participants and their Beneficiaries (including
      the payment of the expenses of the administration of the Plan and of the
      Fund) prior to the satisfaction of all liabilities, except at the
      Company’s request:

            


    

     

    
      	
              (1)  

            	
              A
      contribution that is made by the Company by a mistake of fact may be
      returned to the Company within one year after the payment of the
      contribution; or

            


    

     

    
      	
              (2)  

            	
              A
      contribution that is conditioned upon its deductibility under Section 404
      of the Code pursuant to Section 3.5 may be returned to the Company, to the
      extent that the contribution is disallowed as a deduction, within one year
      after such disallowance.

            


    

     

    
      	
              6.2  

            	
              Investment
      Funds in the Non-ESOP Component and the ESOP
  Component

            


    

     

    
      	
              (a)  

            	
              Upon
      direction of the Committee, the portion of the Fund constituting the
      Non-ESOP Component shall be subdivided into Investment Funds that shall be
      separately invested. Not less than three of such Investment Funds shall
      constitute a broad range of investment alternatives, and shall provide a
      Participant a reasonable opportunity to materially affect the potential
      return on amounts in such Participant’s Combined Accounts and the degree
      of risk to which such amounts are subject. One such investment alternative
      shall be designated as the “Fixed Income Fund” and shall constitute an
      income producing, low risk, liquid fund, sub-fund or account, as
      determined by the Committee (or its delegate). Such broad range of
      investment alternatives shall satisfy the following
      requirements:

            


    

     

    
      	
              (1)  

            	
              each
      shall be diversified,

            


    

     

    
      	
              (2)  

            	
              each
      shall have materially different risk and return
      characteristics,

            


    

     

    
      	
              (3)  

            	
              all
      of which, in the aggregate, enable the Participant, by choosing among
      them, to achieve a portfolio with aggregate risk and return
      characteristics at any point within the range normally appropriate for the
      Participant, and

            


    

     

    
      	
              (4)  

            	
              each
      of which, when combined with investments in the other alternatives, tends
      to minimize through diversification the overall risk to a Participant’s
      portfolio.

            


    

     

    
      	
              (b)  

            	
              The
      portion of the Fund constituting the ESOP Component shall be invested
      primarily in Company Stock.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      the foregoing, any Investment Fund or the ESOP Component may retain such
      investments of another nature or cash balances as may be needed in order
      to effect distributions or to meet other administrative requirements of
      the Plan.

            


    

     

    
      	
              (d)  

            	
              Contributions
      received by the Trustee may be invested in short-term investments pending
      transfer to an Investment Fund.

            


    

     

    
      	
              (e)  

            	
              Participants
      shall designate the portion of their Savings Percentage to be invested in
      the ESOP Component or the Non-ESOP Component. To the extent a Participant
      fails to make such a designation, he shall be deemed to have invested his
      Savings Percentage in the Non-ESOP Component. Further, if a Participant’s
      Savings Percentage (i) exceeds 6% of Covered Compensation and (ii) is
      invested partially under the ESOP Component of the Plan and partially
      under the Non-ESOP Component of the Plan, for purposes of determining the
      Matching Contribution to which the Participant is entitled under Section
      3.1, contributions to the ESOP Component shall be counted first in
      determining the amount of the Participant’s contributions eligible to
      receive a Matching Contribution.

            


    

     

    
      	
              6.3  

            	
              Participants’
      Designation of Investment Funds under the Non-ESOP
    Component

            


    

     

    
      	
              (a)  

            	
              Each
      Participant shall be entitled to designate the percentage of his Elective
      Contributions invested in the Non-ESOP Component that shall be allocated
      to each Investment Fund in the Non-ESOP
  Component.

            


    

     

    
      	
              (b)  

            	
              Each
      Participant shall be entitled to designate the percentage of any Company
      contribution under Section 3 to his Non-ESOP Account that shall be
      allocated to each Investment Fund in the Non-ESOP
    Component.

            


    

     

    
      	
              (c)  

            	
              A
      Participant who has no designation in effect under this Section 6.3 shall
      be deemed to have allocated his entire Non-ESOP Account to the Investment
      Fund designated by the Committee for this purpose, which Investment Fund
      shall satisfy the requirements of Section 404(c)(5) of ERISA and the
      regulations issued thereunder.

            


    

     

    
      	
              (d)  

            	
              The
      designation of the allocation of contributions and transfer to the
      Investment Funds is subject to the procedural rules established by the
      Plan Administrator from time to time, including the
    following:

            


    

     

    
      	
              (1)  

            	
              Designations
      and transfers shall be made or changed upon such advance notice, and in
      such form and manner, as the Plan Administrator shall prescribe by written
      rule established and applied on a uniform and nondiscriminatory basis to
      all Participants similarly
situated.

            


    

     

    
    

    
      	
              (2)  

            	
              Designations
      made under this Section 6.3 shall continue in effect until changed by
      filing a new designation in accordance with this Section
    6.3.

            


    

     

    
      	
              (3)  

            	
              Any
      withdrawals or distributions from a Participant’s Non-ESOP Accounts in the
      Fund shall be made among the Investment Funds in proportion to the balance
      of his interest in each separate Investment Fund as of the Valuation Date
      coinciding with or immediately following the date of that authorized
      withdrawal or distribution directions are received by the Trustee from the
      Plan Administrator.

            


    

     

    
      	
              6.4  

            	
              Participants’
      Designation of Investment in Company
Stock

            


    

     

    
      	
              (a)  

            	
              Effective
      as soon as practicable following the Closing Date, each Participant shall
      be entitled to designate the percentage of his Elective Contributions that
      shall be invested in Company Stock under the ESOP
    Component.

            


    

     

    
      	
              (1)  

            	
              If
      no Exempt Loan as described in Section 6.12 is outstanding, to the extent
      a Participant directs his Elective Contributions to be invested under the
      ESOP Component of the Plan, such contributions shall be accumulated in a
      short term interest fund in the ESOP Component of the Plan and shall be
      converted to Company Stock on a semi-annual basis using the Company Stock
      value as of the Valuation Date preceding or
      following the conversion (whichever is lower), and shall be
      allocated to the Participant’s ESOP Elective Account. To the extent that
      the purchase price at the end of the prior valuation period is less than
      the fair market value on the date of purchase, the shares will be treated
      as though they were purchased at the end of the prior valuation period and
      the excess will be considered appreciation on the shares for all purposes
      of the Plan.

            


    

     

    
      	
              (2)  

            	
              To
      the extent necessary to repay interest and principal on an Exempt Loan
      described in Section 6.12, the Trustee may use Elective Contributions to
      repay such Exempt Loan, in which case stock from the Suspense Account
      would be released and allocated to the account of each such Participant
      making Elective Contributions in an amount not to exceed the amount of
      such Participant’s Elective Contribution. If the amount of stock released
      from the Suspense Account is less than the amount of stock that would have
      been acquired under Section 6.4(a)(1) with such Participant’s Elective
      Contribution if no Exempt Loan were outstanding, an amount equal to such
      difference shall be allocated from other amounts contributed by the
      Company. If the amount of stock released from the Suspense Account is
      greater than the amount of stock that would have been acquired under
      Section 6.4(a)(1) with such Participant’s Elective Contribution if no
      Exempt Loan were outstanding, an amount equal to such difference shall be
      allocated to an interim account and shall be allocated in the same fashion
      as other Company contributions, provided that all amounts held in such
      interim account shall be fully allocated on or before the last day of the
      Play Year during which the interim account was
  created.

            


    

     

     

    
      	
              (b)  

            	
              Special
      One-Time Election:

            


    

     

    
      	
              (1)  

            	
              Prior
      to the Closing Date, each Participant in the Plan shall have the right to
      make a one-time irrevocable election to transfer, effective as of the
      Closing Date, all or a portion of his Non-ESOP Accounts under the Plan
      (other than his Non-ESOP Loan Account, if any) and/or account balance
      under the MSP to his ESOP Transfer Account. Such transferred amounts will
      be invested in stock of PDC Acquisition Corporation, which will become
      Company Stock immediately after the Closing Date. Any such investment
      direction shall be made exclusively in accordance with: (A) the terms,
      conditions, limitations, and restrictions established by the Plan
      Administrator (which may include nondiscriminatory provisions for
      allocating the right to purchase Company Stock in the event that the
      offers to buy such stock exceeds the amount of such stock available), and
      (B) the provision of this Plan and the MSP, as applicable. An election (or
      failure to elect) as provided above shall be irrevocable. For the purposes
      of this investment election, the Participants shall be considered named
      fiduciaries, as described in Sections 402 and 403 of
  ERISA.

            


    

     

    
      	
              (2)  

            	
              Following
      the effective date of the irrevocable election made by a Participant
      pursuant to this Section 6.4(b) and the Closing Date, the Participants
      shall not be able to elect to transfer any portion of their investment in
      Company Stock held in their ESOP Transfer Accounts, except as provided in
      Section 6.5.

            


    

     

    
      	
              6.5  

            	
              Diversification
      of ESOP Accounts

            


    

     

    
      	
              (a)  

            	
              Each
      Participant who has attained age 55 years and has at least ten years of
      participation in the Plan (measured from the date any account was first
      established for the Participant under the Plan) or the MSP (if the
      Participant made a transfer from the MSP as described in Section 6.4(b))
      (a “Qualified Participant”) may elect during each of the Participant’s
      Qualified Election Periods (as defined below) to diversify a portion of
      the Qualified Participant’s ESOP Accounts balance eligible for
      diversification (as described below), by transferring the applicable
      amount to one or more Investment Funds under the Non-ESOP
      Component.

            


    

     

    
      	
              (1)  

            	
              The
      portion of a Qualified Participant’s ESOP Accounts balance subject to
      diversification shall equal twenty-five percent (fifty percent in the case
      of the Qualified Participant’s last year of the Qualified Election Period)
      of the total number of shares of Company Stock allocated to the
      Participant’s ESOP Accounts (including shares that the Participant
      previously elected to diversify pursuant to this subsection), less the
      number of such shares previously diversified pursuant to the Qualified
      Participant’s election under this subsection. In any one election, a
      Qualified Participant may diversify the entire remaining portion of his
      ESOP Accounts balance eligible for diversification or a part of such
      diversifiable portion equal to any whole percentage of five percent or
      more of his ESOP Accounts balance.

            


    

     

    
    

    
      	
              (2)  

            	
              For
      purposes of this subsection, a “Qualified Election Period”
      means:  (A) the ninety-day period immediately following the last
      day of the first Plan Year in which the Participant becomes a Qualified
      Participant, and (B) the ninety-day period immediately following the last
      day of each of the five Plan Years immediately following the first Plan
      Year in which the Participant becomes a Qualified Participant. Any
      election made in accordance with subparagraph (A) next above with respect
      to any Qualified Election Period shall be implemented no later than ninety
      days after the end of such Qualified Election Period, or as soon as
      administratively feasible thereafter, and shall be based on the price of
      the Company Stock as of the most recent Valuation
  Date.

            


    

     

    
      	
              (3)  

            	
              The
      provisions of this subsection shall not apply to any Participant if the
      value of the Participant’s ESOP Accounts (determined as of the regular
      Valuation Date immediately preceding the first day on which the
      Participant would otherwise be entitled to make an election under this
      subsection) is $500 or less.

            


    

     

    
      	
              (4)  

            	
              Any
      amounts distributed in cash or transferred from the Company Stock Fund to
      one or more of the Investment Funds under this subsection shall not be
      available for distribution in the form of Company Stock (as otherwise
      allowed under Article 7).

            


    

     

    
      	
              (b)  

            	
              Additional
      Diversification Right

            


    

     

    Subject
to nondiscriminatory rules established by the ESOP Administrative Committee, in
each Plan Year a Participant shall have the right to elect to transfer up to 10%
of the current value of the Participant’s ESOP Account to his Non-ESOP
Account.

     

    
      	
              6.6  

            	
               Reserved

            


    

     

    
      	
              6.7  

            	
              Allocation
      and Crediting of Employer
Contributions

            


    

     

    Subject
to the provisions of Article 5, Matching Contributions and Profit Sharing
Contributions, made under Article 3, in the form of Company Stock or cash, shall
be allocated and credited to the ESOP Accounts or Non-ESOP Accounts, as
applicable, of each eligible Participant in accordance with the provisions of
Article 3. Upon the purchase of Company Stock with cash held in a Participant’s
ESOP Cash Account, an appropriate number of shares of Company Stock shall be
credited to the Participant’s ESOP Stock Account and the Participant’s ESOP Cash
Account shall be charged by the amount of the cash used to purchase the Company
Stock for the Participant’s ESOP Stock Account.

     

    
      	
              6.8  

            	
              Valuation
      of Investment Funds and Adjustment of Non-ESOP
  Accounts

            


    

     

    
      	
              (a)  

            	
              A
      Participant’s interest in his Non-ESOP Accounts as of any Valuation Date
      shall consist of the sum of the fair market values of his then interest in
      each Investment Fund. The Plan Administrator shall maintain a record of
      the amount to the credit of the Non-ESOP Accounts of each Participant in
      the Fund and in each Investment
Fund.

            


    

     

     

    
      	
              (b)  

            	
              The
      Committee may, for administrative purposes, establish unit values for one
      or more Investment Funds (or any portion thereof) and maintain the
      Non-ESOP Accounts setting forth each Participant’s interest in such
      Investment Fund (or any portion thereof) in terms of such units, all in
      accordance with such rules and procedures as the Committee shall deem to
      be fair, equitable and administratively practicable. In the event that
      unit accounting is thus established for any Investment Fund, the value of
      a Participant’s interest in that Investment Fund (or any portion thereof)
      at any time shall be an amount equal to the then value of a unit in such
      Investment Fund (or any portion thereof) multiplied by the number of units
      then credited to the Participant.

            


    

     

    
      	
              (c)  

            	
              Each
      Participant’s interest in each Investment Fund shall be adjusted as of
      each Valuation Date to reflect his proportionate share of the total net
      fair market value of such Investment Fund, based upon his Non-ESOP Account
      balance in such Investment Fund as of the immediately preceding Valuation
      Date, as adjusted for subsequent additions thereto and distributions or
      withdrawals therefrom (including transfers from or to any other Investment
      Fund), in such manner as the Plan Administrator shall determine in its
      sole discretion to be fair, equitable, and administratively
      practicable.

            


    

     

    
      	
              6.9  

            	
              Adjustment
      of ESOP Accounts

            


    

     

    
      	
              (a)  

            	
              Participants’
      ESOP Cash Accounts and ESOP Stock Accounts shall be adjusted as
      follows:

            


    

     

    
      	
              (1)  

            	
              The
      Plan Administrator shall credit to the ESOP Cash Account of each
      Participant any cash dividends paid to the Trustee on shares of Company
      Stock held in that Participant’s ESOP Stock Account as of a record date.
      Such cash dividends shall be used to purchase shares of Company Stock. The
      Plan Administrator shall credit an appropriate number of shares of Company
      Stock to the ESOP Stock Account of such Participant, and the Participant’s
      ESOP Cash Account shall then be charged by the amount of cash used to
      purchase such Company Stock for the Participant’s ESOP Stock Account. For
      the purposes of this Plan, the term “dividends” shall include both
      dividends as described in Section 316 of the Code and all distributions
      made with respect to the shares of stock of an S
    corporation.

            


    

     

    
      	
              (2)  

            	
              As
      of each Valuation Date, before the allocation of any Elective
      Contributions, Matching Contributions or Profit Sharing Contributions
      under Article 3 made in cash to be invested in Company Stock as of such
      date, any appreciation, depreciation, income, gains or losses in the fair
      market value of the Participants’ ESOP Cash Accounts shall be allocated
      among and credited to the ESOP Cash Accounts of Participants, pro rata,
      according to the amount of such
contributions.

            


    

     

    As of
each Valuation Date, before the allocation of any Elective Contributions,
Matching Contributions or Profit Sharing contributions under Article 3 made in
Company Stock as of such date, any appreciation, depreciation, income, gains, or
losses in the fair market value of the Participants’ ESOP Stock Accounts shall
be allocated among and credited to the ESOP Stock Accounts of Participants, pro
rata, according to the number of shares of Company Stock allocated to each
Participant’s ESOP Stock Account.

     

     

    
      	
              (3)  

            	
              For
      purposes of the Plan and Trust, the FMV of Company Stock shall be
      determined by an Independent Appraiser, as of each Valuation Date, in
      accordance with the terms of the Trust and the provisions of Section 3(18)
      of ERISA.

            


    

     

    
      	
              (b)  

            	
              Shares
      of Company Stock received by the Trustee that are attributable to stock
      dividends, stock splits or to any reorganization or recapitalization of
      the Company shall be credited to the Participants’ ESOP Stock Accounts so
      that the interests of Participants immediately after any such stock
      dividend, split, reorganization or recapitalization are the same as such
      interests immediately before such
event.

            


    

     

    
      	
              (c)  

            	
              ESOP
      Share Records. The Plan Administrator shall maintain or cause to be
      maintained records as to the number and cost of shares of Company Stock
      acquired or transferred by or within the Trust in accordance with the
      applicable provisions of this Section
6.

            


    

     

    
      	
              (d)  

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

            


    

     

    
      	
              (1)  

            	
              has
      an ESOP Transfer Account,

            


    

     

    
      	
              (2)  

            	
              was
      at least age 55 on the Closing Date,
and

            


    

     

    
      	
              (3)  

            	
              during
      the four-year period immediately following the Closing
    Date:

            


    

     

    
      	
              (A)  

            	
              retires,
      dies, or incurs a Disability; and

            


    

     

    
      	
              (B)  

            	
              requests
      a lump sum distribution from his ESOP Transfer
  Account

            


    

     

    shall
have the right to sell his shares distributed from the Participant’s ESOP
Transfer Account to the Company at a value per share equal to the greater
of:  (A) the original purchase price of a share of Company Stock as of
the Closing Date, and (B) the then FMV of Company Stock. The foregoing sentence
shall not apply if a Participant requests installment distributions from his
ESOP Transfer Account but shall apply if the ESOP Administrative Committee,
pursuant to its uniform, nondiscriminatory policy for processing distributions
and loans from the ESOP Component, converts a Participant’s request for a lump
sum distribution into installment payments.

     

    
      	
              6.10  

            	
              Former
      Participants and Beneficiaries

            


    

     

    
      	
              (a)  

            	
              A
      Former Participant or Beneficiary who is entitled to installment or other
      deferred distribution of any interest in the Fund shall be entitled to
      designate the portion of the Non-ESOP Accounts to be allocated to each
      Investment Fund in the same manner as prescribed above, as if he were a
      Participant.

            


    

     

    
      	
              (b)  

            	
              Such
      interest in the Fund shall continue to be adjusted in accordance with the
      provisions of this Article 6 as if the Former Participant or Beneficiary
      were still a Participant until distribution thereof is
      completed.

            


    

     

    
    

     

    
      	
              6.11  

            	
              Participant
      Loans

            


    

     

    
      	
              (a)  

            	
              A
      Participant who is an Employee (“Borrower”) may apply to the Plan
      Administrator to borrow from the vested portion of the Borrower’s ESOP and
      Non-ESOP Accounts (other than the portion of such Accounts attributable to
      Mandatory Profit Sharing Contributions) in the Fund, and the Plan
      Administrator may direct the Trustee to permit such a Participant Loan
      distribution. Any such application must be accompanied by a reasonable
      origination fee established by the Plan Administrator and charged to all
      Borrowers on a uniform basis. Participant Loans shall be made in
      accordance with the terms, conditions, limitations, and restrictions
      established by the Committee and the rules of this Plan and shall be
      available to all eligible Participants on a reasonably equivalent basis.
      Participant Loans shall not be made available to HCEs, officers or
      shareholders in an amount greater than is made available to other
      Borrowers.

            


    

     

    
      	
              (b)  

            	
              The
      following terms and conditions shall apply to Participant
      Loans:

            


    

     

    
      	
              For
      Participant Loan Amounts of:

            	
              The
      Maximum Participant

              Loan
      Value Available Is:

            	
              Participant
      Loans are Permitted Solely For:

            
	
              $1,000
      - $10,000

            	
              50%
      of the balance in the Plan Component (ESOP or Non-ESOP) (other than the
      portion of such Accounts attributable to Mandatory Profit Sharing
      Contributions) from which the Participant Loan is
    requested.

            	
              No
      restrictions.

            
	
              $10,001
      - $25,000

            	
              50%
      of the balance in the Plan Component (ESOP or Non-ESOP (other than the
      portion of such Accounts attributable to Mandatory Profit Sharing
      Contributions) from which the Participant Loan is
    requested.

            	
              Payment
      of expenses described in Section
7.9(b).

            


    

     

    
      	
              (c)  

            	
              All
      such Participant Loans also shall be subject to the following terms and
      conditions:

            


    

     

    
      	
              (1)  

            	
              A
      Participant Loan may be made in an amount (not less than $1,000) which,
      when added to the total outstanding balance of all prior Participant Loans
      to the Borrower under the Plan and loans from other plans of the Company
      and its Related Companies, does not exceed the lesser
  of:

            


    

     

    
      	
              (A)  

            	
              $50,000
      reduced by the excess, if any, of:

            


    

     

    
      	
              (i)  

            	
              the
      highest total outstanding balance of Participant Loans and other loans
      from such plans during the one-year period ending on the day before the
      date such Participant Loan was made,
over;

            


    

     

    
      	
              (ii)  

            	
              the
      total outstanding balance of Participant Loans and other loans from such
      plans on the date on which such Participating Loan was made;
      or

            


    

     

    
    

     

    
      	
              (B)  

            	
              one-half
      of the present value of the Borrower’s non-forfeitable accrued benefit
      under the Plan.

            


    

     

    
      	
              (2)  

            	
              Each
      Participant Loan shall be evidenced by a promissory note. All Participant
      Loans, other than Principal Residence Loans (as defined below), shall be
      amortized in substantially level payments, made not less frequently than
      quarterly, for a period of not less than one (1) year and not more than
      five (5) years. Principal Residence Loans shall be amortized in
      substantially level payments, made not less frequently than quarterly, for
      a period of not less than one (1) year and not more than fifteen (15)
      years. For this purpose, a Principal Residence Loan is a loan that is made
      to a Participant to acquire any dwelling unit that, within a reasonable
      time, is to be used (determined at the time the Principal Residence Loan
      is made) as the principal residence of the Participant. A Borrower
      requesting a Principal Residence Loan for a term extending beyond five (5)
      years shall provide copies of any documents relating to the purchase of
      such principal residence that the Plan Administrator may deem necessary to
      verify that the proceeds of such Principal Residence Loan will be used as
      specified above.

            


    

     

    
      	
              (3)  

            	
              A
      Participant Loan shall be adequately secured by the Borrower’s vested ESOP
      or Non-ESOP Account balances (as applicable) in the
  Plan.

            


    

     

    
      	
              (4)  

            	
              A
      Participant Loan shall bear a reasonable rate of interest, as established
      by the Plan Administrator, which provides a return commensurate with the
      interest rates charged by persons in the business of lending money for
      loans that would be made under similar
  circumstances.

            


    

     

    
      	
              (5)  

            	
              Repayment
      will be made by means of payroll deductions from the Borrower’s salary. A
      Borrower may repay an outstanding Participant Loan in full at any time
      without penalty.

            


    

     

    
      	
              (6)  

            	
              A
      Participant Loan may be taken out no more than once in any twelve-month
      period from each Component of the Plan and a Borrower may have no more
      than one Participant Loan outstanding from each Component (ESOP and
      Non-ESOP) of the Plan at any one time; provided, however, that the
      foregoing restrictions of no more than one Participant Loan shall not
      apply to Participant Loans originated prior to the Closing Date.
      Notwithstanding the foregoing, in no event shall a Borrower who has
      prepaid a Participant Loan be permitted to receive another Participant
      Loan from the Plan for three (3) months from the date of such
      prepayment.

            


    

     

    
      	
              (7)  

            	
              A
      Participant must take a Participant Loan from the Non-ESOP Component of
      the Plan before taking a Participant Loan from the ESOP Component of the
      Plan. Participant Loans from the ESOP Component may be requested at
      specific times identified by the ESOP Administrative Committee and
      intended to coincide with the Valuation Dates for Company Stock.
      Participant Loans from the ESOP Component are subject to the approval of
      the ESOP Administrative Committee, pursuant to its uniform,
      nondiscriminatory policy for processing distributions and loans from the
      ESOP Component.

            


    

     

    
    

     

    
      	
              (8)  

            	
              A
      reasonable annual administrative fee may be charged for each year that a
      Participant Loan is outstanding.

            


    

     

    
      	
              (9)  

            	
              A
      Participant Loan shall become immediately due and payable in full upon a
      Borrower’s Retirement, death, separation from service due to Disability or
      termination of employment. If the Participant Loan is not paid in full
      within 30 days of the occurrence of any one of the foregoing events, the
      Plan Administrator shall foreclose on the Participant Loan in order to
      collect the full remaining outstanding Participant Loan balance or shall
      make such other arrangements with the Borrower as the Plan Administrator
      deems appropriate. Upon default, an actual reduction of the Borrower’s
      Elective Account or ESOP Elective Account under the Plan shall not be
      effected until occurrence of a distributable event under Section
      401(k)(2)(B) of the Code, and no rights against the Borrower or the
      security for such Participant Loan shall be deemed waived by the Plan as a
      result of such delay.

            


    

     

    
      	
              (10)  

            	
              Interest
      on and repayments of the principal of a Participant Loan shall be
      allocated to the Component (ESOP or Non-ESOP) from which the Participant
      Loan was made and, within such Component, shall be invested in the same
      manner as Elective Contributions.

            


    

     

    
      	
              (d)  

            	
              Proceeds
      for a Participant Loan under the Non-ESOP Component of the Plan shall be
      made in proportion to the balance of his interest in each separate
      Investment Fund as of the Valuation Date coinciding with or immediately
      following the date that authorized Participant Loan processing directions
      are received by the Trustee from the Plan
  Administrator.

            


    

     

    
      	
              (e)  

            	
              The
      Plan Administrator may adopt additional written procedures with respect to
      Participant Loans made pursuant to this Section 6.11, provided that such
      procedures do not conflict with the terms of the Plan or applicable
      law.

            


    

     

    
      	
              6.12  

            	
              Exempt
      Loans

            


    

     

    
      	
              (a)  

            	
              The
      Committee may direct the Trustee to obtain an Exempt Loan and use the
      proceeds of such Exempt Loan either to purchase Company Stock or to repay
      interest and/or principal on a prior Exempt Loan. Any such Exempt Loan
      shall meet all requirements necessary to constitute an “exempt loan”
      within the meaning of Section 54.4975-7(b)(1)(iii) of the Treasury
      Regulations and shall be used primarily for the benefit of the
      Participants (and their Beneficiaries). The number of years to maturity
      under the Exempt Loan must be definitely ascertainable at all times. The
      proceeds of any such Exempt Loan shall be used, within a reasonable time
      after the Exempt Loan is obtained, only to purchase Company Stock, repay
      the Exempt Loan, or repay any prior Exempt Loan. Any such Exempt Loan
      shall provide for no more than a reasonable rate of interest, as
      determined under Section 54.4975-7(b)(7) of the Treasury Regulations and
      must be without recourse against the Plan except as hereinafter provided.
      The only assets of the Plan that may be given as collateral for an Exempt
      Loan are shares of Company Stock acquired with the proceeds of the Exempt
      Loan and shares of Company Stock that were used as collateral on a prior
      Exempt Loan repaid with the proceeds of the current Exempt Loan. All such
      Company Stock acquired with the proceeds of an Exempt Loan, whether or not
      pledged, shall be placed in the Suspense Account. No person entitled to
      payment under an Exempt Loan shall have recourse against assets of the
      Plan other than such shares in the Suspense Account pledged as collateral,
      Company contributions and Elective Contributions that are available under
      the Plan to meet obligations under the Exempt Loan, and earnings
      attributable to such collateral and such Company contributions and
      Elective Contributions. Any pledge of Company Stock must provide for the
      release of shares so pledged, as provided below, upon the payment of any
      portion of the Exempt Loan.

            


    

     

    For each
Plan Year during the duration of the Exempt Loan, the number of shares of
Company Stock released from the Suspense Account shall be determined by
multiplying the number of encumbered securities held immediately before release
for the current Plan Year by a fraction, the numerator of which shall be the
amount of principal and interest paid for the year and the denominator of which
is the sum of the numerator plus the principal and interest to be paid on the
Exempt Loan for all future years, or by any other method permitted by the Code
or regulations promulgated thereunder. Such years will be determined without
taking into account any possible extension or renewal periods. In the event such
interest is variable, the interest to be paid in future years must be computed
by using the interest rate applicable as of the end of the Plan
Year.

     

    
      	
               
      

            	
              The
      Committee may, in its discretion, elect at the time an Exempt Loan is
      entered into, in lieu of the provision in the preceding paragraph
      providing for the release of Company Stock from the Suspense Account on
      the basis of principal and interest paid during the Plan Year, to release
      Company Stock from the Suspense Account solely with reference to principal
      payments only, subject to the requirements imposed by Section 54.4975-7,
      of the Treasury Regulations specifically including the following three
      rules as provided in Section 54.4975-7(b)(8)(ii) of the Treasury
      Regulations:

            


    

     

    
      	
              (1)  

            	
              The
      Exempt Loan must provide for annual payments of principal and interest at
      a cumulative rate that is not less rapid at any time than level annual
      payment of such amount for 10
years;

            


    

     

    
      	
              (2)  

            	
              Interest
      included in any payment is disregarded only to the extent it would be
      determined to be interest under standard loan amortization tables;
      and

            


    

     

    
      	
              (3)  

            	
              These
      special rules are not applicable from the time that, by reason of a
      renewal, extension or refinancing of an Exempt Loan, the sum of the
      expired duration of the Exempt Loan, the renewal period, the extension
      period and the duration of the new Exempt Loan exceeds ten 10
      years.

            


    

     

    The
Committee reserves the right to extend or reduce the maturity of any Exempt
Loan, whether by amendment or refinancing, or to otherwise alter the
amortization and level of debt service of an Exempt Loan. The amortization
schedule of each Exempt Loan shall not establish any right on the part of any
Participant to the timing of the release of shares of Company Stock from the
Suspense Account or the allocation of such shares to any Participant’s ESOP
Account.

     

    
      	
              (b)  

            	
              All
      Company contributions and Elective Contributions paid in cash during the
      Plan Year in which an Exempt Loan is incurred (whether before or after the
      date the proceeds of the Exempt Loan are received), all Company
      contributions and Elective Contributions paid thereafter in cash, all
      earnings attributable to such Company contributions and Elective
      Contributions, all proceeds of the sale of any Company Stock held in the
      Suspense Account, and all cash distributions paid to the Plan with respect
      to Company Stock held in the Plan, or other permissible earnings on such
      Company Stock, may be available to meet obligations under the Exempt Loan,
      until the Exempt Loan has been repaid in full. Payments of principal and
      interest on any such Exempt Loan during a Plan Year shall be made by the
      Trustee (as directed by the Committee) only from (1) Company contributions
      paid in cash, and earnings from such Company contributions made to the
      Plan to meet the Plan’s obligation under an Exempt Loan and from any
      earnings attributable to Company Stock held in the Suspense Account (both
      received during or prior to the Plan Year); (2) the proceeds of a
      subsequent  Exempt Loan made to repay a prior Exempt Loan; (3)
      the proceeds of the sale of any Company Stock held in the Suspense
      Account; (4) cash distributions paid to the Plan with respect to Company
      Stock held in the Plan; and (5) Elective
  Contributions.

            


    

     

    
      	
              (c)  

            	
              In
      the event that Company contributions and Elective Contributions, by reason
      of the limitations in Section 5.4, are insufficient to enable the Trust to
      pay principal and interest on such Exempt Loan as it is due, the Company
      shall:

            


    

     

    
      	
              (1)  

            	
              Make
      an Exempt Loan to the Trust, as described in Section 54.4975-7(b)(4)(iii)
      of the Treasury Regulations, in sufficient amounts to meet such principal
      and interest payments. Such new Exempt Loan shall also meet all
      requirements of an “exempt loan” within the meaning of Section
      54.4975-7(b)(1)(iii) of the Treasury Regulations. Company Stock released
      from the pledge of the prior Exempt Loan shall be pledged as collateral to
      secure the new Exempt Loan. Such Company Stock shall be released from this
      new pledge and allocated to the ESOP Accounts of the Participants in
      accordance with the applicable provisions of the Plan;
  or

            


    

     

    
      	
              (2)  

            	
              Purchase
      any Company Stock pledged as collateral in an amount necessary to provide
      the Trustee with sufficient funds to meet the principal and interest
      repayments. Any such sale by the Plan shall meet the requirements of
      Section 408(e) of ERISA; or

            


    

     

    
      	
              (3)  

            	
              In
      the case of an Exempt Loan to the Trust from the Company, elect to cause
      the debt represented by such Exempt Loan to be forgiven in an amount
      specified in writing by the
Company.

            


    

     

    
      	
              (d)  

            	
              Shares
      of Company Stock distributed by the Trustee may be subject to a “right of
      first refusal.”  Such a “right” shall provide that prior to any
      subsequent transfer, the shares shall first be offered in writing to the
      Plan and then, if refused by the Plan, to the Company at a price equal to
      the greater of (1) the then fair market value of such shares of Company
      Stock as determined in good faith by the Committee from time to time, or
      (2) the purchase price offered by a buyer, other than the Company or
      Trustee, making a good faith arms-length (as determined by the Committee)
      offer to purchase such shares of Company Stock. The Plan or the Company,
      as the case may be, may accept the offer as to part or all of the Company
      Stock at any time during a period not exceeding fourteen (14) days after
      receipt of such offer by the Trust, on terms and conditions no less
      favorable to the stockholder than those offered by the independent third
      party buyer.

            


    

     

    
      	
              (e)  

            	
              If
      shares of Company Stock acquired with the proceeds of an Exempt Loan by
      the Trust are not publicly traded within the meaning of Section
      54.4975-7(b)(1)(iv) of the Treasury Regulations or, if publicly traded,
      are subject to a trading limitation (a “trading limitation” on a security
      is a restriction under any federal or state securities law, any regulation
      thereunder, or an agreement affecting the security which would make the
      security not as freely tradable as one not subject to such restriction),
      they shall be subject to a “put” option at the time of distribution. The
      “put” option shall be exercisable by the Participant or Beneficiary, by
      the donees of either, or by a person (including an estate or its
      distributee) to whom the Company Stock passes by reason of the
      Participant’s or Beneficiary’s death. The “put” option shall provide that
      for a period of fifteen (15) months immediately following the date the
      shares are distributed to the holder of the option, the holder of the
      option shall have the right to cause the Company, by notifying it in
      writing, to purchase such shares at their fair market value, as determined
      by the Committee. The period during which the “put” option is exercisable
      shall not include any period during which the holder is unable to exercise
      such “put” option because the Company is prohibited from honoring it by
      federal or state law. The terms of payment for the purchase of such shares
      of Company Stock shall be set forth in the “put” option. Such “put” option
      may provide that if a Participant or Beneficiary exercises the option, the
      Company, or the Plan if the Plan so elects, will repurchase the Company
      Stock in five (5) substantially equal annual payments, with the first such
      installment paid no later than thirty (30) days after exercise of the
      “put” option. The Company or the Trust, as the case may be, shall pay a
      reasonable rate of interest and provide adequate security on amounts not
      paid after thirty (30) days. The protections afforded Participants by this
      Section 6.12(e) are non-terminable.

            


    

     

     

    ARTICLE
7: DISTRIBUTION

     

    
      	
              7.1  

            	
              Distribution
      Options for Participants who Retire or Incur a
  Disability

            


    

     

    Upon the
Retirement or Disability of a Participant, the entire amount to the credit of
his Combined Accounts in the Fund shall be eligible to be distributed to him in
accordance with his written election made pursuant to the
following:

     

    
      	
              (a)  

            	
              Non-ESOP
      Accounts

            


    

     

    A
Participant who Retires or becomes Disabled may elect, on a form prescribed by
the Plan Administrator, to receive distribution of the portion of his Non-ESOP
Accounts in a form that provides for:

     

    
      	
              (1)  

            	
              payment
      in an immediate lump sum;

            


    

     

    
      	
              (2)  

            	
              payment
      in a deferred lump sum after Retirement or
  Disability;

            


    

     

    
      	
              (3)  

            	
              payment
      in immediate or deferred monthly, quarterly or annual installments over a
      fixed period or based upon a fixed payment schedule;
  or

            


    

     

    
      	
              (4)  

            	
              payment
      in intermittent installments.

            


    

     

    
      	
              (b)  

            	
              ESOP
      Accounts

            


    

     

    
      	
               
      

            	
              Distributions
      of ESOP Accounts following a Participant’s Disability or Retirement will
      be made in the distribution options described in paragraph (a) above as
      selected by the Participant in the form of whole and partial shares of
      Company Stock, subject to Section 7.4 below, provided, however, that such
      election shall be subject to the consent of the ESOP Administrative
      Committee pursuant to its uniform, nondiscriminatory policy for processing
      distributions and loans from the ESOP Component, subject to Section
      7.8.

            


    

     

    
      	
              (c)  

            	
              Additional
      Rules

            


    

     

    
      	
              (1)  

            	
              Any
      payments made under this Section 7.1 shall be made as soon as practicable
      after the date such form is received by the Plan
      Administrator.

            


    

     

    
      	
              (2)  

            	
              Upon
      the death of a Former Participant, any remaining balances in his Combined
      Accounts, including unpaid installments, shall be distributed as provided
      in Section 7.2.

            


    

     

    
      	
              (3)  

            	
              An
      election to receive installment distributions as described in subsection
      (a)(3) above may be commuted into a single sum payment at any time by the
      Participant or Beneficiary, as applicable, upon written notice to the Plan
      Administrator.

            


    

     

    
    

    
      	
              7.2  

            	
              Distribution
      Options Upon Death

            


    

     

    Upon the
death of a Participant prior to his Retirement or other termination of
employment with the Company or a Related Company, or upon the death of a Former
Participant prior to the complete distribution of his Combined Accounts, the
Participant’s Beneficiary may elect to have the Participant’s Combined Account,
distributed in accordance with Section 7.1 at any time that complies with the
requirements of Section 7.8. Notwithstanding any provision of the Plan to the
contrary, effective on and after January 1, 2007, if a Participant dies while
performing qualified military service for a period longer than thirty (30) days,
such Participant shall be treated as if he had resumed employment on the day
prior to his death and then terminated employment due to death for purposes of
determining the method pursuant to which such Participant’s Combined Account
balance shall be distributed to his Beneficiary.

     

    
      	
              7.3  

            	
              Distribution
      Options Upon Termination of Employment/Permanent
  Layoff

            


    

     

    
      	
              (a)  

            	
              Upon
      the termination of employment of a Participant for any reason other than
      Retirement, Disability or death:

            


    

     

    
      	
              (1)  

            	
              Non-ESOP
      Accounts

            


    

     

    The
Participant may elect, on a form prescribed by the Plan Administrator, to
receive distribution of the portion of his Non-ESOP Accounts in a form that
provides for: (a) payment in an immediate lump sum; (b) payment in an immediate
or deferred monthly, quarterly or annual installments over a fixed period or
based upon a fixed payment schedule; or (c) payment in intermittent
installments.

     

    
      	
              (2)  

            	
              ESOP
      Accounts

            


    

     

    
      	
              (A)  

            	
              The
      entire amount to the credit of his ESOP Transfer Account shall be eligible
      to be distributed to him as soon as practicable after his termination of
      employment in a lump sum in the form of whole and partial shares of
      Company Stock, subject to Section 7.4 below; provided, however, that a
      request for an immediate lump sum payment shall be subject to the consent
      of the ESOP Administrative Committee pursuant to its uniform,
      nondiscriminatory policy for processing distributions and loans from the
      ESOP Component, subject to Section
7.8.

            


    

     

    
      	
              (B)  

            	
              The
      entire vested amount to the credit of his ESOP Accounts (other than his
      ESOP Transfer Account), shall be eligible to be distributed within a
      reasonable time following the close of the Plan Year which is not later
      than the fifth Plan Year following the Plan Year in which the Participant
      terminated employment in a lump sum in the form of whole and partial
      shares of Company Stock, subject to Section 7.4 below; provided, however,
      that a request for an immediate lump sum payment shall be subject to the
      consent of the ESOP Administrative Committee pursuant to its uniform,
      nondiscriminatory policy for processing distributions and loans from the
      ESOP Component, subject to Section
7.8.

            


    

     

    
      	
              (b)  

            	
              For
      purposes of Section 7.3(a), a termination of employment of a Participant
      shall include a sale of all or substantially all of the assets used by the
      Company or an Affiliate in a trade or business or the sale of the
      Company’s or an Affiliate’s interest in a subsidiary that results in the
      Participant’s termination of employment with the Company or an entity that
      constitutes an Affiliate.

            


    

     

    
      	
              7.4  

            	
              Form
      of Distributions

            


    

     

    Distributions
from the Participants’ Non-ESOP Accounts shall be made in cash. Distributions
from the Participants’ ESOP Accounts shall be made in shares of Company Stock;
provided, however, if the Company’s charter or bylaws restrict ownership of
substantially all of the outstanding Company Stock to Employees and the Trust or
if the Company has elected to be taxed as an S corporation under Section 1361 of
the Code, the Participants’ ESOP Accounts will be distributed in cash, or if the
Plan Administrator elects, shares of Company stock subject to a requirement that
they be sold to the Company immediately upon distribution.

     

    
      	
              7.5  

            	
              Forfeitures

            


    

     

    
      	
              (a)  

            	
              Any
      unvested portion of a Participant’s Combined Account shall be forfeited
      upon the Participant’s Date of Severance. Amounts forfeited from the
      Combined Accounts of Participants who are not fully vested on their Date
      of Severance shall be applied to reduce the next succeeding Company
      contribution under Article 3.

            


    

     

    
      	
              (b)  

            	
              If
      a Participant who is less than 100% vested in his Combined Account ceases
      to be an Employee and, as a result, receives a distribution from the Plan
      in an amount that is less than the present value of the Participant’s
      accrued benefit under the Plan, the portion of the Participant’s Combined
      Account that was forfeited pursuant to paragraph 7.5(a) above shall be
      restored to the Participant’s ESOP Accounts or Non-ESOP Accounts, as
      applicable, if the Participant is re-employed by the Company or a Related
      Company prior to incurring five consecutive Periods of Severance and
      repays to the Plan the full amount of such distribution prior to the
      occurrence of the earlier of 5 years after the first date on which the
      Participant is subsequently re-employed; or the date the Participant
      incurs 5 consecutive one-year Periods of Severance. Such reinstatement
      shall be provided by an additional contribution by the Company for the
      Plan Year in which such reinstatement
occurs.

            


    

     

    
      	
              (c)  

            	
              If
      a Participant incurs five consecutive one-year Periods of Severance, the
      vested portion of the Participant’s Combined Account attributable to
      service prior to such Periods of Severance shall not be increased as a
      result of any service after such Periods of
  Severance.

            


    

     

    
      	
              7.6  

            	
              Amount
      of Distribution

            


    

     

    After a
Participant’s Date of Severance has occurred, and pending complete distribution
of the Participant’s Combined Account balances, the Participant’s Combined
Accounts will be held under the Plan and will be subject to adjustment under
Article 6.

     

    The
amount of any distribution to be made based on the value of an entire
Participant’s Combined Account, or a portion thereof, shall be determined with
reference to the value of such Combined Account (or portion thereof) as of the
Valuation Date coinciding with or immediately preceding the date that authorized
distribution directions are received by the Trustee from the Plan
Administrator.

     

    
      	
              7.7  

            	
              Participant’s
      Right to Consent to Distributions

            


    

     

    
      	
              (a)  

            	
              For
      the period commencing on the Date of Severance and ending on the date a
      Participant attains normal retirement age (determined in the same manner
      as the determination of whether a Participant has retired), if a
      Participant’s vested Combined Account balance exceeds $5,000 at all times
      during such period, no portion of his Combined Accounts may be distributed
      to him without his written consent before he attains normal retirement age
      (determined in the same manner as the determination of whether a
      Participant has retired). Failure to provide consent within thirty (30)
      days following solicitation of such consent by the Plan Administrator
      shall be deemed to be an election to defer such distribution to as soon as
      practicable following the earliest to occur of the Participant’s
      attainment of normal retirement age, the date on which the Committee
      receives notice of the Participant’s death, or the date on which the
      Participant gives such consent.

            


    

     

    
      	
              (b)  

            	
              For
      the period commencing on the Date of Severance and ending on the date a
      Participant attains normal retirement age (determined in the same manner
      as the determination of whether a Participant has retired), if a
      Participant’s vested Combined Account balance is $5,000 or less, the
      Participant will receive a distribution of the value of the entire vested
      portion of such Combined Account balance and the non-vested portion will
      be treated as a forfeiture. For this purpose, if the value of a
      Participant’s vested Combined Account balance is zero, the Participant
      shall be deemed to have received a distribution of such vested Combined
      Account balance immediately upon his Date of
  Severance.

            


    

     

    
      	
              (c)  

            	
              In
      the event of a mandatory distribution greater than $1,000 payable in
      accordance with the provisions of Section 7.7(b), if the Participant does
      not elect to have such distribution paid directly to an eligible
      retirement plan specified by the Participant in a direct rollover or to
      receive the distribution directly, then the distribution will be paid in a
      direct rollover to an individual retirement plan designated by the Plan
      Administrator.

            


    

     

    
      	
              7.8  

            	
              Time
      When Distributions Must Commence; Length of Distribution
      Period

            


    

     

    
      	
              (a)  

            	
              Unless
      a Participant elects otherwise, distributions shall commence not later
      than the 60th day following the close of the Plan Year in which the latest
      of the following occurs: (1) the Participant attains normal retirement age
      (as described in Section 401(a)(14) of the Code); (2) the tenth
      anniversary of the date on which the Participant commenced participation
      under this Plan; or (3) the Participant terminates employment with the
      Company, Related Company and all
Affiliates.

            


    

     

     

    
      	
              (b)  

            	
              The
      requirements of this Section 7.8(b) shall take precedence over any
      inconsistent provisions of the Plan. All distributions required under this
      Section 7.8(b) shall be determined and made in accordance with Section
      401(a)(9) of the Code and the regulations thereunder. Notwithstanding the
      other provisions of this Section, 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 (or did relate) to Section
      242(b)(2) of TEFRA.

            


    

     

    
      	
              (1)  

            	
              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, as set forth in Section 7.8(b)(6)(E). A Participant’s
      distribution under this Section 7.8(b) shall come from the Non-ESOP
      Component first and then only to the extent necessary from the ESOP
      Component. To the extent made from the Non-ESOP Component, such
      distributions shall be taken from the Investment Funds in which the
      Participant’s Elective Account is invested on a pro rata basis.
      Distributions under this Section 7.8(b) from the ESOP Component are
      subject to the approval of the ESOP Administrative Committee, pursuant to
      its uniform, nondiscrimination policy for processing distributions from
      the ESOP Component.

            


    

     

    
      	
              (2)  

            	
              If
      the Participant dies before distributions begin, the Participant’s entire
      interest will be distributed, or begin to be distributed, no later than as
      follows:

            


    

     

    
      	
              (A)  

            	
              If
      the Participant’s surviving spouse is the Participant’s sole Designated
      Beneficiary, then distributions to the surviving spouse will begin by
      December 31 of the calendar year immediately following the calendar year
      in which the Participant died, or by December 31 of the calendar year in
      which the Participant would have attained age 70 1⁄2, if
    later.

            


    

     

    
      	
              (B)  

            	
              If
      the Participant’s surviving spouse is not the Participant’s sole
      Designated Beneficiary, then distributions to the Designated Beneficiary
      will begin by December 31 of the calendar year immediately following the
      calendar year in which the Participant
died.

            


    

     

    
      	
              (C)  

            	
              If
      there is no Designated Beneficiary as of September 30 of the year
      following the year of the Participant’s death, the Participant’s entire
      interest will be distributed by December 31 of the calendar year
      containing the fifth anniversary of the Participant’s
    death.

            


    

     

    
      	
              (D)  

            	
              If
      the Participant’s surviving spouse is the Participant’s sole Designated
      Beneficiary and the surviving spouse dies after the Participant but before
      distributions to the surviving spouse begin, this Section 7.8(b)(2), other
      than Section 7.8(b)(2)(A), will apply as if the surviving spouse were the
      Participant.

            


    

     

    
      	
              (E)  

            	
              For
      purposes of this Section 7.8(b)(2) and Section 7.8(b)(5), unless Section
      7.8(b)(2)(D) applies, distributions are considered to begin on the
      Participant’s required beginning date. If Section 7.8(b)(2)(D) applies,
      distributions are considered to begin on the date distributions are
      required to begin to the surviving spouse under Section
      7.8(c)(2)(A).

            


    

     

    
      	
              (3)  

            	
              Unless
      the Participant’s interest is distributed 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 Section 7.8(b)(4) and
      7.8(b)(5) of this Section 7.8(b).

            


    

     

    
      	
              (4)  

            	
              Required
      minimum distributions during a Participant’s lifetime shall be determined
      according to the following:

            


    

     

    
      	
              (A)  

            	
              During
      the Participant’s lifetime, the minimum amount that will be distributed
      for each Distribution Calendar Year is the lesser
  of:

            


    

     

    
      	
              (i)  

            	
              the
      quotient obtained by dividing the Participant’s Combined 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

            


    

     

    
      	
              (ii)  

            	
              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 Combined 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.

            


    

     

    
      	
              (B)  

            	
              Required
      minimum distributions will be determined under this Section 7.8(b)(4)
      beginning with the first Distribution Calendar Year and up to and
      including the Distribution Calendar Year that includes the Participant’s
      date of death.

            


    

     

    
      	
              (5)  

            	
              Required
      minimum distributions after the Participant’s death shall be determined in
      accordance with the following:

            


    

     

    
      	
              (A)  

            	
              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 Combined 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:

            


    

     

    
      	
              (i)  

            	
              The
      Participant’s remaining Life Expectancy is calculated usingthe age of the Participant in the year of
      death, reduced by one foreach subsequent
  year.

            


    

     

    
      	
              (ii)  

            	
              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.

            


    

     

    
      	
              (iii)  

            	
              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 Designated Beneficiary in
      the year following the year of the Participant’s death, reduced by one for
      each subsequent year.

            


    

     

    
      	
              (B)  

            	
              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 Combined 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.

            


    

     

    
      	
              (C)  

            	
              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 Combined Account
      Balance by the remaining Life Expectancy of the Participant’s Designated
      Beneficiary, determined as provided in Section
    7.8(b)(5)(A).

            


    

     

    
      	
              (D)  

            	
              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.

            


    

     

     

    
      	
              (E)  

            	
              If
      the Participant dies before the date distributions begin, the
      Participant’s 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 7.8(b)(2)(A), this Section 7.8(b)(5)(E)
      shall apply as if the surviving spouse were the
    Participant.

            


    

     

    
      	
              (6)  

            	
              For
      purposes of this Section 7.8(b), the terms listed below shall be defined
      as follows:

            


    

     

    
      	
              (A)  

            	
              Designated
      Beneficiary. The individual who is designated as the Beneficiary in
      accordance with Section 1.8 and is the designated Beneficiary under
      Section 401(a)(9) of the Code and Section 1.401(a)(9)-4 of the Treasury
      Regulations.

            


    

     

    
      	
              (B)  

            	
              Distribution
      Calendar Year. A calendar year for which a minimum distribution is
      required. For distribution calendar years 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 in which distributions are required to begin under Section
      7.8(b)(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 the
      distribution calendar year.

            


    

     

    
      	
              (C)  

            	
              Life
      Expectancy. Life expectancy as computed by use of the “single life table”
      in Section 1.401(a)(9)-9 of the Treasury
  Regulations.

            


    

     

    
      	
              (D)  

            	
              Participant’s
      Combined Account Balance. The Combined 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 Combined
      Account balance as of the 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 Combined Account balance for
      the valuation calendar year includes any amounts rolled over or
      transferred to the Plan in the valuation calendar year or in the
      Distribution Calendar Year if distributed or transferred in the valuation
      calendar.

            


    

     

    
      	
              (E)  

            	
              Required
      Beginning Date. April 1 of the calendar year next following the later of:
      (i) the calendar year in which the Participant attains age 701⁄2 or (ii) the
      calendar year in which the Participant’s Date of Severance occurs
      (“Required Commencement Date”); provided, however, that the Required
      Commencement Date of a Participant who is a five-percent owner (as defined
      in Section 416 of the Code) of the Company or a Related Company is the
      calendar year in which the Participant attains age
  701⁄2.

            


    

     

     

    
      	
              (c)  

            	
              Notwithstanding
      any provision of the Plan to the contrary but subject to Sections 7.8(a)
      and (b), if a Participant or Beneficiary elects an earlier distribution,
      the ESOP Administrative Committee may delay the distribution of a
      Participant’s vested ESOP Accounts attributable to Company Stock as
      follows:

            


    

     

    
      	
              (1)  

            	
              If
      the Participant Retires, becomes Disabled or dies, the distribution of the
      Participant’s vested ESOP Accounts attributable to Company Stock will
      commence not later than one (1) year after the close of the Plan Year in
      which such event occurs.

            


    

     

    
      	
              (2)  

            	
              If
      the Participant terminates employment for any reason other than death,
      Disability or Retirement, distribution of the Participant’s vested ESOP
      Accounts attributable to Company Stock will commence not later than one
      (1) year after the close of the fifth (5th) Plan Year following the Plan
      Year in which the Participant’s termination of employment occurs. If the
      Participant resumes employment with the Company on or before the last day
      of the fifth (5th) Plan Year following the Plan Year of his termination of
      employment, the distribution provisions of this Section 7.8(c) shall not
      apply. For purposes of applying this Section 7.8(c), a Participant’s
      vested ESOP Accounts shall not include any Company Stock acquired with the
      proceeds of an Exempt Loan until the close of the Plan Year in which the
      Exempt Loan is repaid in full, to the extent permitted by applicable law,
      but subject to the minimum distribution requirements of Code Section
      401(a)(9), the diversification requirements as set forth in Section
      6.5(a); or as the Plan Administrator otherwise
  determines.

            


    

     

    
      	
              (d)  

            	
              If
      a Participant or Beneficiary elects a shorter distribution period, the
      ESOP Administrative Committee may direct that the distribution of a
      Participant’s vested ESOP Accounts attributable to Company Stock shall be
      distributed in substantially equal monthly, quarterly, semiannual, or
      annual installments over a period not longer than five (5) years. In the
      case of a Participant with ESOP Accounts attributable to Company Stock in
      excess of $985,000, the five (5) year period shall be extended one (1)
      additional year (but not more than five (5) additional years) for each
      $195,000 or fraction thereof by which such balance exceeds $985,000. These
      dollar limits shall be adjusted at the same time and in the same manner as
      provided in Code Section 415(d).

            


    

     

    
      	
              7.9  

            	
              Hardship

            


    

     

    
      	
              (a)  

            	
              A
      Participant may apply in writing to the Plan Administrator for a
      distribution, due to financial hardship, of all or a part of the
      Participant’s Elective Account and ESOP Elective Account, excluding
      earnings thereon, and all or a part of the Participant’s Rollover Account
      (a “Hardship Distribution”). A Hardship Distribution shall be made only if
      such distribution is necessary to alleviate an immediate and heavy
      financial need of the Participant as determined in accordance with Section
      7.9(b) below, and is necessary to satisfy such financial need as
      determined in accordance with Section 7.9(c) below. The determination by
      the Plan Administrator of the existence of an immediate and heavy
      financial need and of the amount necessary to meet such need shall be made
      in a nondiscriminatory and uniform manner. The Plan Administrator shall
      not allow a Hardship Distribution to be made to a Participant unless the
      requirements of this Section 7.9 are
satisfied.

            


    

     

    
      	
              (b)  

            	
              The
      determination by the Plan Administrator of whether a Participant has an
      immediate and heavy financial need is to be made on the basis of all the
      relevant facts and circumstances, and must be for one of the reasons
      specified in subsections (1) – (6) below (and may include any amounts
      necessary to pay any federal, state or local income taxes or penalties
      reasonably anticipated to result from the distribution). A financial need
      shall not fail to qualify as immediate and heavy merely because such need
      was reasonably foreseeable or voluntarily incurred by the Participant. To
      receive a Hardship Distribution, a Participant must submit a completed
      application form provided by the Plan Administrator, any additional
      written documentation necessary to establish to the satisfaction of the
      Plan Administrator that such distribution is
  for:

            


    

     

    
      	
              (1)  

            	
              Expenses
      for (or necessary to obtain) medical care that would be deductible under
      Section 213(d) of the Code (determined without regard to whether the
      expenses exceed 7.5% of adjusted gross
income);

            


    

     

    
      	
              (2)  

            	
              Costs
      directly related to the purchase of a principal residence for the Employee
      (excluding mortgage payments);

            


    

     

    
      	
              (3)  

            	
              Payment
      of tuition, related educational fees, and room and board expenses, for up
      to the next 12 months of post-secondary education for the Employee, or
      the  Employee’s spouse, children, or dependents (as defined in
      Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and
      (d)(1)(B) of the Code); or

            


    

     

    
      	
              (4)  

            	
              Payments
      necessary to prevent the eviction of the Employee from the Employee’s
      principal residence or foreclosure on the mortgage on that
      residence;

            


    

     

    
      	
              (5)  

            	
              Payments
      for burial or funeral expenses for the Employee’s deceased parent, spouse,
      children or dependents (as defined in Section 152 of the Code, without
      regard to Section 152(d)(1)(B) of the Code);
or

            


    

     

    
      	
              (6)  

            	
              Expenses
      for the repair of damage to the Employee’s principal residence that would
      qualify for the casualty deduction under Section 165 of the Code
      (determined without regard to whether the loss exceeds 10% of adjusted
      gross income).

            


    

     

    
      	
              (c)  

            	
              A
      Hardship Distribution made pursuant to this Section 7.9 will be deemed to
      be necessary to satisfy an immediate and heavy financial need of a
      Participant only if:

            


    

     

    
      	
              (1)  

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

            


    

     

    
      	
              (2)  

            	
              the
      Participant has obtained all distributions (other than Hardship
      Distributions) and all nontaxable loans currently available under all
      plans maintained by the Company and any Related
  Company.

            


    

     

    
    

    
      	
              (d)  

            	
              Notwithstanding
      any provision of the Plan or any other plan maintained by the Company or a
      Related Company to the contrary, a Participant who receives a Hardship
      Distribution shall not be eligible to make any Elective Contributions or
      after-tax employee contributions to the Plan and all other plans
      maintained by the Company or a Related Company for a period of six months
      following the date of receipt of the Hardship Distribution, and shall
      enter into a legally enforceable, written agreement acknowledging same.
      For this purpose, the term “all other plans” means all qualified and
      nonqualified plans of deferred compensation including, without limitation,
      stock option, stock purchase or similar plans and a cash or deferred
      arrangement that is part of a cafeteria plan (within the meaning of
      Section 125 of the Code), but excluding the mandatory employee
      contribution portion of a defined benefit plan and a health and welfare
      benefit plan, including such a plan that is part of a cafeteria plan
      described in Section 125 of the
Code.

            


    

     

    
      	
              (e)  

            	
              A
      Participant’s Hardship Distribution shall come from the Non-ESOP Component
      first and then only to the extent necessary from the ESOP Component. To
      the extent made from the Non-ESOP Component, a Hardship Distribution shall
      be taken from the Investment Funds in which the Participant’s Elective
      Account is
      invested on a pro rata basis. Hardship Distributions from the ESOP
      Component are subject to the approval of the ESOP Administrative
      Committee, pursuant to its uniform, nondiscriminatory policy for
      processing distributions and loans from the ESOP
  Component.

            


    

     

    
      	
              7.10  

            	
              Inability
      to Locate Distributee

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      any other provision of the Plan, in the event that the Company cannot
      locate any person to whom a payment or distribution is due under the Plan,
      and no other distributee has become entitled thereto pursuant to any
      provision of the Plan, the Combined Account in respect of which such
      payment or distribution is to be made shall be forfeited at the close of
      the third Plan Year following the Plan Year in which such payment or
      distribution first became due (but in all events prior to the time such
      Combined Account would otherwise escheat under any applicable State law);
      provided, that any Combined Account so forfeited shall be reinstated if
      such person subsequently makes a valid claim for such
    benefit.

            


    

     

    
      	
              (b)  

            	
              Such
      reinstatement shall be provided by an additional contribution for the Plan
      Year in which such reinstatement is
made.

            


    

     

    
      	
              (c)  

            	
              Any
      amount forfeited under this Section 7.10 shall be applied to reduce the
      next succeeding Company contribution under Article
  3.

            


    

     

    
      	
              7.11  

            	
              Withdrawals
      After Age 59 1⁄2

            


    

     

    Upon
reaching age 59 1⁄2, a Participant who is fully vested in his Non-ESOP Accounts
may apply to the Administrator for the withdrawal of all or a portion of his
Non-ESOP Accounts. The Administrator shall establish uniform and
nondiscriminatory rules and procedures regarding the distribution of benefits
pursuant to this Section 7.11.

     

    
      	
              7.12  

            	
              Direct
      Rollovers

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      any other provision of the Plan to the contrary that would otherwise limit
      a Distributee’s election under this Article 7, a Distributee may elect, at
      the time and in the manner prescribed by the Plan Administrator, to have
      any portion of an Eligible Rollover Distribution paid directly to one or
      more Eligible Retirement Plans specified by the Distributee in a Direct
      Rollover.

            


    

     

    
      	
              (b)  

            	
              The
      following terms shall have the following meanings when used in this
      Section 7.12:

            


    

     

    
      	
              (1)  

            	
              Eligible
      Rollover Distribution. An “Eligible Rollover Distribution” is any
      distribution of all or any portion of the balance to the credit of the
      Distributee, except that an Eligible Rollover Distribution does not
      include: any distribution that is one of a series of substantially equal
      periodic payments (not less frequently than annually) made for the life
      (or life expectancy) of the Distributee or the joint lives (or life
      expectancies) of the Distributee and the Distributee’s designated
      Beneficiary or for a specified period of ten years or more; any
      distribution to the extent such distribution is required under Section
      401(a)(9) of the Code; and Hardship Distributions. Notwithstanding the
      foregoing, effective January 1, 2007, a distribution to a Distributee who
      is a non-spouse Beneficiary shall only be treated as an Eligible Rollover
      Distribution to the extent that the distribution is made in the form of a
      direct rollover to an individual retirement plan described in Section
      402(c)(8)(B)(i) or (ii) of the Code established for the purpose of
      receiving the distribution on behalf of such eligible
      Distributee.

            


    

     

    A portion
of a distribution shall not fail to be an Eligible Rollover Distribution merely
because the portion consists of after-tax employee contributions which are not
includible in gross income. However, such portion may be transferred only to an
individual retirement account or annuity described in Code Section 408(a) or (b)
or to a qualified trust or to an annuity contract described in Code Section
403(b) that agrees to separately account for amounts so transferred, including
separately accounting for the portion of such distribution which is includible
in gross income and the portion of such distribution which is not so
includible.

     

    
      	
              (2)  

            	
              Eligible
      Retirement Plan. An “Eligible Retirement Plan” is an individual retirement
      account described in Section 408(a) of the Code, an individual retirement
      annuity described in Section 408(b) of the Code (other than an endowment
      contract), a qualified trust described in Section 401(a) of the Code, an
      annuity plan described in Section 403(a) of the Code, an annuity contract
      described in Section 403(b) of the Code, an eligible plan under Section
      457(b) of the Code which is maintained by a state, political subdivision
      of a state, or any agency or instrumentality of a state or political
      subdivision of a state and which agrees to separately account for amounts
      transferred into such plan from this Plan, and effective for distributions
      made after December 31, 2007, a Roth IRA described in Section 408A of the
      Code. The definition of Eligible Retirement Plan shall also apply in the
      case of a distribution to a surviving spouse, or to a spouse or former
      spouse who is the alternate payee under a qualified domestic relation
      order, as defined in Section 414(p) of the Code. However, in the case of a
      Distributee who is a non-spouse Beneficiary, an Eligible Retirement Plan
      means an individual retirement account described in Section 408(a) of the
      Code and an individual retirement annuity described in Section 408(b) of
      the Code (other than an endowment contract) which is established for the
      purpose of receiving the distribution on behalf of such individual as a
      Beneficiary of the Participant.

            


    

     

    
      	
              (3)  

            	
              Distributee.
      A “Distributee” includes a Participant or a Former Participant. In
      addition, the Participant’s or Former Participant’s surviving spouse and
      the Participant’s or Former Participant’s former spouse who is the
      alternate payee under a qualified domestic relations order, as defined in
      Section 414(p) of the Code, are Distributees with regard to the interest
      of the spouse or former spouse. In addition, effective January 1, 2007, a
      deceased Participant’s non-spouse Beneficiary is a Distributee with regard
      to the interest of the Participant.

            


    

     

    
      	
              (4)  

            	
              Direct
      Rollover. A “Direct Rollover” is a payment by this Plan in the form of a
      trustee-to-trustee transfer that meets the requirements of an Eligible
      Rollover Distribution.

            


    

     

    
      	
              7.13  

            	
              Qualified
      Domestic Relations Orders

            


    

     

    Distributions
may not be made to an alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, from the ESOP Component before
the earliest of the Participant’s (i) attainment of age fifty (50) or (ii)
termination of employment. Distributions will be made in a manner consistent
with the provisions of this Article 7. If the Plan Administrator receives a
domestic relations order that otherwise qualifies as a qualified domestic
relations order under Section 414(p) of the Code, and such order provides for a
distribution or series of distributions from the Non-ESOP Component that may
commence to an alternate payee before the Participant attains the earliest
retirement age under the Plan, or for an immediate lump-sum distribution, the
Plan Administrator shall recognize the domestic relations order as a qualified
domestic relations order and authorize payment of said distribution or
distributions from the Non-ESOP Component.

     

     

    ARTICLE
8: ADMINISTRATION OF THE PLAN

     

    
      	
              8.1  

            	
              Appointment
      of ESOP Administrative Committee

            


    

     

    
      	
              (a)  

            	
              There
      is hereby authorized an ESOP Administrative Committee, which shall consist
      of not less than three members. The Board of Directors of the Company
      shall appoint the members of the Committee. Each member of the Committee
      may resign, or may be removed at any time by the Board of Directors of the
      Company (with or without cause), and, in the event of the removal, death
      or resignation of any member, his successor shall be appointed by the
      Board of Directors of the Company. In the event that a vacancy or
      vacancies shall occur on the Committee, the remaining member or members
      shall act as the Committee until the Board of Directors of the Company
      fills such vacancy or vacancies. The members of the Committee shall serve
      without compensation for their services as such
  members.

            


    

     

    
      	
              (b)  

            	
              No
      person shall be ineligible to be a member of the Committee because he is,
      was or may become entitled to benefits under the Plan or because he is a
      director and/or officer of the Company or any Related Company; provided,
      that no member of the Committee shall participate in any determination by
      the Committee relating specifically to his own benefits under the
      Plan.

            


    

     

    
      	
              (c)  

            	
              The
      members of the Committee shall serve without bond except to the extent
      required by applicable law.

            


    

     

    
      	
              8.2  

            	
              Named
      Fiduciaries

            


    

     

    
      	
              (a)  

            	
              Named
      Fiduciaries under the Plan shall
be:

            


    

     

    
      	
              (1)  

            	
              the
      Plan Administrator, who shall have authority to control and manage the
      operation and administration of the Plan, except with respect to those
      matters that under the Plan or the Trust Agreement are the responsibility,
      or subject to the authority, of the Committee or the Trustee,
      and

            


    

     

    
      	
              (2)  

            	
              the
      Committee, which shall be the named fiduciary with respect to the
      financial management of the Plan and the control or management of the
      assets of the Plan, except with respect to those matters that under the
      Plan or the Trust Agreement are the responsibility, or subject to the
      authority, of the Plan Administrator or the Trustee. Consistent with
      ERISA, the Committee may further delegate these duties, including without
      limitation, establishing separate subcommittees responsible for the
      financial management of the ESOP Component and the Non-ESOP
      Component.

            


    

     

    
      	
              (3)  

            	
              Participants,
      with respect to the voting of Company Stock in their ESOP Accounts, as
      described in Section 14.1(a)(1), and with respect to the one-time election
      in Company Stock, as described in Section
6.4.

            


    

     

     

    
      	
              (b)  

            	
              Reserved.

            


    

     

    
      	
              8.3  

            	
              Allocation
      of Fiduciary and Other
Responsibilities

            


    

     

    
      	
              (a)  

            	
              Each
      Named Fiduciary (with the exception of Participants) shall have the
      right:

            


    

     

    
      	
              (1)  

            	
              to
      allocate responsibilities (fiduciary or otherwise) among it and the other
      Named Fiduciary,

            


    

     

    
      	
              (2)  

            	
              to
      designate individual members of the Committee to carry out
      responsibilities (fiduciary or otherwise) under the Plan,
    and

            


    

     

    
      	
              (3)  

            	
              to
      designate persons other than such Named Fiduciaries to carry out
      responsibilities (fiduciary or otherwise) under the
  Plan.

            


    

     

    
      	
              (b)  

            	
              Reserved.

            


    

     

    
      	
              8.4  

            	
              Quorum
      and Voting; Procedures

            


    

     

    
      	
              (a)  

            	
              A
      majority of the members of the Committee at the time in office shall
      constitute a quorum for the transaction of business. The Board of
      Directors of the Company shall select from among the Committee members a
      Chairman, and shall appoint (from its members or otherwise) a
      Secretary.

            


    

     

    
      	
              (b)  

            	
              The
      Committee may act by vote or written consent of the majority of its
      members then in office and may establish its own procedures. The Committee
      may authorize any one or more of its members or the Secretary or any
      designee of the Committee to sign and deliver any instrument, certificate
      or other paper or document on its
behalf.

            


    

     

    
      	
              8.5  

            	
              Service
      in Multiple Capacities

            


    

     

    Any
person or group of persons may serve in more than one fiduciary capacity with
respect to the Plan.

     

    
      	
              8.6  

            	
              Powers
      and Authority

            


    

     

    Each
Named Fiduciary shall have all powers necessary or helpful for the carrying out
of its responsibilities, and the decisions or actions of such Named Fiduciary in
good faith in respect of any matter hereunder shall be conclusive and binding
upon all parties concerned.

     

    
      	
              8.7  

            	
              Powers
      of Plan Administrator

            


    

     

    
      	
              (a)  

            	
              Without
      limiting the generality of the foregoing, the Plan Administrator shall
      have the power:

            


    

     

    
      	
              (1)  

            	
              to
      make rules and regulations for the administration of the Plan that are not
      inconsistent with the terms and provisions of the
  Plan;

            


    

     

    
      	
              (2)  

            	
              to
      construe all terms, provisions, conditions and limitations of the
      Plan;

            


    

     

    
      	
              (3)  

            	
              to
      determine all questions arising out of or in connection with the
      provisions of the Plan or its administration in any and all cases in which
      he deems such a determination advisable;
and

            


    

     

    
      	
              (4)  

            	
              to
      establish a claims procedure in accordance with applicable law, which
      shall afford a reasonable opportunity to any Participant whose claim for
      benefits has been denied for a full and fair review of the decision
      denying such claim.

            


    

     

    
      	
              (b)  

            	
              In
      all instances, the Plan Administrator shall have complete discretionary
      authority to find facts, determine eligibility for participation and
      benefits under the Plan, and to construe and interpret all provisions of
      the Plan and all documents relating thereto including, without limitation,
      all disputed and uncertain terms. All deference permitted by law shall be
      given to such findings, constructions, interpretations and
      determinations.

            


    

     

    
      	
              8.8  

            	
              Powers
      of Committee

            


    

     

    
      	
              (a)  

            	
              Without
      limiting the generality of the foregoing, the Committee shall have the
      power:

            


    

     

    
      	
              (1)  

            	
              to
      establish and carry out, or cause to be established and carried out by
      those persons (including without limitation, any investment manager or
      trustee) to whom responsibility or authority therefore has been allocated
      or delegated in accordance with this Plan or the Trust Agreement, funding
      and investment policies and methods consistent with the objectives of the
      Plan and the requirements of ERISA. For such purposes, such Committee
      shall, at a meeting duly called for the purpose, establish funding and
      investment policies and methods that satisfy the requirements of ERISA,
      and shall meet at least annually to review such policies and methods. All
      actions taken with respect to such policies and methods and the reasons
      therefore shall be recorded in the minutes of the meetings of such
      Committee;

            


    

     

    
      	
              (2)  

            	
              to
      appoint a trustee or trustees to hold the assets of the Plan, and who,
      upon acceptance of being appointed, shall have authority and discretion to
      manage and control the assets of the Plan, except to the extent that the
      authority to manage, acquire or dispose of assets of the Plan is delegated
      to one or more investment managers pursuant to paragraph (3) below;
      and

            


    

     

    
      	
              (3)  

            	
              to
      appoint an investment manager or managers, as defined in Section 3(38) of
      ERISA, to manage (including the power to acquire, invest and dispose of)
      any assets of the Plan.

            


    

     

    
      	
              (b)  

            	
              Reserved.

            


    

     

    
      	
              8.9  

            	
              Advisors

            


    

     

    Each
Named Fiduciary (with the exception of the Participants), and any fiduciary
designated by them pursuant to Section 8.3 above to whom such power is granted,
may employ one or more persons to render advice with regard to any
responsibility such fiduciary has under the Plan.

     

    
      	
              8.10  

            	
              Powers
      Not Exclusive

            


    

     

    The
foregoing list of powers is not intended to be either complete or exclusive, and
each Named Fiduciary shall, in addition, have such powers as it may determine to
be necessary for the performance of its duties under the Plan and the Trust
Agreement.

     

    
      	
              8.11  

            	
              Limitation
      of Liability; Indemnity

            


    

     

    Except to
the extent otherwise provided by law, if any duty or responsibility of a Named
Fiduciary has been allocated or delegated to any other person in accordance with
any provision of this Plan or of the Trust Agreement, then such Named Fiduciary
shall not be liable for any act or omission of such person in carrying out such
duty or responsibility. The Company shall indemnify and save each person who is
a member of the Committee and each Employee or director of the Company or a
Related Company, harmless against any and all loss, liability, claim, damage,
cost and expense that may arise by reason of, or be based upon, any matter
connected with or related to the Plan or the administration of the Plan
(including, but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or in settlement of any such claim whatsoever) to the
fullest extent permitted under applicable law, except when same is judicially
determined to be due to the gross negligence or willful misconduct of such
person.

                           

     

    ARTICLE
9: AMENDMENT OF THE PLAN

     

    
      	
              9.1  

            	
              Amendment

            


    

     

    
      	
              (a)  

            	
              Subject
      to the provisions hereinafter set forth, the Company reserves the right at
      any time and from time to time to modify or amend in whole or in part any
      or all of the provisions of the Plan, provided however,
    that:

            


    

     

    
      	
              (1)  

            	
              no
      modification or amendment may be made which by reason thereof will deprive
      any Participant or Former Participant or Beneficiary without his consent
      of any amounts theretofore credited to his Combined Account under the
      Plan; and

            


    

     

    
      	
              (2)  

            	
              no
      such modification or amendment shall make it possible for any part of any
      funds contributed under the Plan to be used for, or diverted to, purposes
      other than for the exclusive benefit of Participants or Former
      Participants or Beneficiaries under the Plan, subject to subsection (b)
      below, or as otherwise may be required or permitted under applicable
      law.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      subsection (a) above, any modification or amendment of the Plan may be
      made, retroactively if necessary, that the Company deems necessary or
      appropriate to bring the Plan or Trust into conformity with governmental
      regulations or other applicable guidance in order to qualify (or maintain
      the qualification of) the Plan, the Trust and contributions for tax
      exemption or deduction, or to comply with other applicable
      guidance.

            


    

     

    ARTICLE
10: TERMINATION OF THE PLAN; MERGER

     

    
      	
              10.1  

            	
              Termination

            


    

     

    
      	
              (a)  

            	
              The
      Company assumes no obligation to continue this Plan and specifically
      reserves the right at any time and for any reason deemed sufficient by it
      to discontinue this Plan and contributions under
  it.

            


    

     

    
      	
              (b)  

            	
              Upon
      complete or partial termination of, or complete discontinuance of
      contributions under the Plan, the rights of all affected Participants to
      the amounts credited to their Combined Accounts shall be nonforfeitable,
      except to the extent required to preclude discrimination between
      Participants and classes of Participants. In the case of a sale of all or
      a significant portion of the assets used by the Company or an Affiliate in
      a trade or business or of the sale of all or a significant portion of the
      Company’s or an Affiliate’s interest in a subsidiary, the Company, in its
      sole discretion, may elect to treat any similarly situated employees of
      such trade or business or such subsidiary as fully vested
      hereunder.

            


    

     

    
      	
              (c)  

            	
              In
      the event of such termination, subject to the limitations set forth in
      Article 9, the Trustee(s) shall dispose of any and all funds held under
      the Plan by any Trustee in accordance with the written order of the
      Committee. The Committee shall determine the amounts that are payable
      under the Plan to Participants or Former Participants or for
      administrative expenses of the Plan, and shall direct the Trustee to pay
      over any and all funds either directly to the persons certified by it to
      be entitled to receive such amounts, to an insurance company or companies
      for the purchase of annuity contracts or to the Company for distribution,
      or to hold such amounts for distribution at the time and in the manner
      provided for in Article 7.

            


    

     

    
      	
              10.2  

            	
              Plan
      Merger

            


    

     

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

     

     

    ARTICLE
11: LIMITATION OF RIGHTS OF PARTICIPANTS, FORMER

     

     

    PARTICIPANT
AND BENEFICIARIES

     

    
      	
              11.1  

            	
              No
      Employment Rights

            


    

     

    Nothing
contained in the Plan shall be deemed to give any Participant the right to be
retained in the service of the Company.

     

    
      	
              11.2  

            	
              Spendthrift
      Clause

            


    

     

    
      	
              (a)  

            	
              Except
      as otherwise required or permitted by law, no interest, right or claim in
      or to any part of the Fund or any payment there from shall be assignable,
      transferable or subject to sale, mortgage, pledge, hypothecation,
      commutation, anticipation, garnishment, attachment, execution or levy of
      any kind, and the Company shall not recognize any attempt to assign,
      transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the
      same.

            


    

     

    
      	
              (b)  

            	
              Section
      11.2(a) above shall apply to the creation, assignment or recognition of a
      right to any benefit payable pursuant to a domestic relations order,
      unless such order is determined by the Plan Administrator to be a
      “qualified domestic relations order” as defined in Section 414(p) of the
      Code.

            


    

     

    
      	
              (c)  

            	
              Section
      11.2(a) above shall not apply to the offset of a Participant’s benefit
      under the Plan of an amount the Participant is required to pay to the Plan
      pursuant to a criminal conviction, civil judgment or settlement agreement
      described in Section 401(a)(13)(C) of the
Code.

            


    

     

    
      	
              11.3  

            	
              Incompetents

            


    

     

    If a
Participant, Former Participant or Beneficiary to whom distributions shall be
due under the Plan shall be or become incompetent, either physically or
mentally, in the judgment of the Plan Administrator, the Plan Administrator
shall have the right to determine to whom such distributions shall be made for
the benefit of such Participant, Former Participant or Beneficiary.

     

    
      	
              11.4  

            	
              Minors

            


    

     

    If at any
time a person entitled to receive any payment hereunder is a minor, such payment
may be made for the benefit of such minor to his parent, guardian, or the person
with whom he resides, or to the minor himself, and the release of any such
parent, guardian, person or minor shall be valid and complete discharge for such
payment.

     

    
      	
              11.5  

            	
              Doubt
      as to Identity

            


    

     

    In case
at any time any doubt exists as to the identity of any person entitled to any
payment hereunder or the amount or time of such payment, the Plan Administrator
shall be entitled to direct the Trustee to hold such sum in trust until such
identity or amount or time is determined or until order of a court of competent
jurisdiction, or to pay such sum into court in accordance with appropriate rules
of law in such case then provided.

     

    
      	
              11.6  

            	
              Discharge
      of Liability

            


    

     

    If the
Plan Administrator or his delegate reasonably believes (taking into account any
document purporting to be a valid consent of the Participant’s spouse, or any
representation by the Participant that he is not married or any designation of
beneficiary) that a distribution in respect of a Participant’s Combined Account
is made to a person who properly qualifies as the Participant’s Beneficiary, the
Plan shall have no further liability with respect to such Combined Account to
the extent of the distribution.

     

     

    ARTICLE
12: TOP-HEAVY PROVISIONS

     

    
      	
              12.1  

            	
              Application
      of Article 12

            


    

     

    The
following provisions of this Article 12 shall apply automatically in any Plan
Year in which the Plan is determined to be Top-Heavy, and shall override any
inconsistent provisions herein. The determination of whether the Plan is a
Top-Heavy Plan in any Plan Year, and the application of these provisions, shall
be interpreted in accordance with the definitions set forth in Section 12.6 and
Section 416 of the Code and the regulations thereunder.

     

    
      	
              12.2  

            	
              Top-Heavy
      Determination

            


    

     

    
      	
              (a)  

            	
              For
      purposes of this Article 12, the Plan is a Top-Heavy Plan with respect to
      a Plan Year if, as of the Determination Date for the Plan Year, (1) the
      Plan has a Top-Heavy Ratio greater than 60% and is not a member of a
      Required Aggregation Group, or (2) the Plan is a member of a Required
      Aggregation Group that has a Top-Heavy Ratio greater than
    60%.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      subsection (a) above, if the Plan is a member of a Permissive Aggregation
      Group with a Top-Heavy Ratio less than or equal to 60%, it shall not be
      considered to be a Top-Heavy Plan.

            


    

     

    
      	
              (c)  

            	
              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.”

            


    

     

    
      	
              (d)  

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

            


    

     

    
      	
              12.3  

            	
              Reserved

            


    

     

    
      	
              12.4  

            	
              Minimum
      Contributions

            


    

     

    
      	
              (a)  

            	
              If
      the Plan is determined to be a Top-Heavy Plan for a Plan Year, minimum
      employer contributions (including forfeitures) shall be made, on behalf of
      each Participant who has not separated from service as of the end of the
      Plan Year and who is not a Key Employee, of not less than the lesser of
      the following percentage of annual Compensation for that Plan
      Year:

            


    

     

    
      	
              (1)  

            	
              3%,
      or

            


    

     

    
      	
              (2)  

            	
              the
      highest percentage at which employer contributions (including forfeitures
      and amounts contributed pursuant to a salary reduction agreement) are made
      under the Plan for the Plan Year on behalf of a Key
    Employee.

            


    

     

    Matching
Contributions may be counted toward any minimum contribution requirement under
this Section 12.4

     

    
      	
              (b)  

            	
              A
      Top-Heavy Plan shall not be treated as meeting the requirements of this
      Section 12.4 unless the Plan meets such requirements without taking into
      account any Social Security contributions or
  benefits.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      subsections (a) and (b) above, this Section 12.4 shall not apply to any
      Participant to the extent that such Participant is covered under any other
      qualified plan of the Company or a Related Company and such other plan
      provides the minimum allocation or benefit requirement applicable to
      Top-Heavy plans.

            


    

     

    
      	
              12.5  

            	
              Reserved

            


    

     

    
      	
              12.6  

            	
              Definitions

            


    

     

    
      	
              (a)  

            	
              For
      purposes of this Article 12, the following terms shall have the following
      meanings:

            


    

     

    
      	
              (1)  

            	
              “Determination
      Date” means, with respect to a Plan Year, the last day of the preceding
      Plan Year or, in the case of the first Plan Year, the last day of the Plan
      Year.

            


    

     

    
      	
              (2)  

            	
              “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 Company having annual
      compensation greater than $160,000, as adjusted under Section 416(i)(1) of
      the Code, a 5-percent owner of the Company, or a 1-percent owner of the
      Company 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.

            


    

     

    
      	
              (3)  

            	
              “Permissive
      Aggregation Group” means each plan in the Required Aggregation Group and
      any other qualified plan or plans maintained by the Company or a Related
      Company if such group of plans, when considered together, would meet the
      requirements of Sections 401(a)(4) and 410 of the Code. A terminated plan
      of the Company is treated like any other plan of the Company for this
      purpose if it was maintained within the last five years ending on the
      Determination Date for the Plan Year in question and would, but for the
      fact that it terminated, be part of a Required Aggregation Group for such
      Plan Year.

            


    

     

    
      	
              (4)  

            	
              “Required
      Aggregation Group” means, with respect to a Plan Year for which a
      determination is being made, (1) this Plan, (2) each other qualified plan
      of the Company and any Related Company in which at least one Key Employee
      is a participant and (3) any other qualified plan of the Company or any
      Related Company that enables any plan described in items (1) and (2) above
      to meet the requirements of Section 401(a)(4) or 410 of the Code. A
      terminated plan of the Company is treated like any other plan of the
      Company for this purpose if it was maintained within the last five years
      ending on the Determination Date for the Plan Year in question and would,
      but for the fact that it terminated, be part of a Required Aggregation
      Group for such Plan Year.

            


    

     

    
      	
              (5)  

            	
              “Top-Heavy
      Ratio” means, with respect to the plans taken into consideration, a
      fraction, the numerator of which is the sum of the Key Employees’ account
      balances under the applicable defined contribution plans and the present
      value of the Key Employees’ accrued benefits under the applicable defined
      benefit plans, and the denominator of which is the sum of all
      participants’ account balances under the applicable defined contribution
      plans and the present value of all participants’ benefits under the
      applicable defined benefit plans. Both the numerator and the denominator
      of this fraction are adjusted so as to include in-service distributions
      made in the plan year containing the Determination Date or in the four
      preceding plan years and in the case of defined contribution plans, any
      contributions due but unpaid as of the Determination Date. The preceding
      sentence shall also apply to distributions under a terminated plan that if
      it had not been terminated would have been included in the Required
      Aggregation Group. The value of account balances and the present value of
      accrued benefits will be determined as of the most recent valuation date
      that falls within or ends with the 12-month period ending on the
      Determination Date. The account balances and accrued benefits of an
      individual who is not a Key Employee but who was a Key Employee in a prior
      year will be disregarded. When more than one plan is being considered, the
      value of account balances and accrued benefits will be calculated with
      reference to the Determination Dates that fall within the same calendar
      year. Present values shall be based on reasonable actuarial assumptions as
      to interest and mortality. Solely for the purpose of determining if the
      Plan, or any other plan included in an aggregation group of which this
      Plan is a part, is top-heavy, the accrued benefit of a Participant other
      than a Key Employee shall be determined under (1) the method, if any, that
      uniformly applies for accrual purposes under all plans maintained by the
      Company or a Related Company or (2) if there is no such method, as if such
      benefit accrued not more rapidly than the slowest accrual rate permitted
      under the fractional accrual rate of Section 411(b)(1)(C) of the Code. In
      all instances, the calculation of the Top-Heavy Ratio, and the extent to
      which distributions, rollovers, and transfers are taken into account, will
      be made in accordance with Section 416 of the Code and the regulations
      thereunder, as may be amended.

            


    

     

    
      	
              (b)  

            	
              Reserved.

            


    

     


    ARTICLE
13: RIGHTS, RESTRICTIONS, AND OPTIONS ON COMPANY STOCK

     

    
      	
              13.1  

            	
              Right
      of First Refusal

            


    

     

    Subject
to the provisions of the last sentence of this Section, shares of Company Stock
distributed to Participants shall be subject to a “Right of First
Refusal.”  The Right of First Refusal shall provide that, prior to any
subsequent transfer, the Participant (or the Participant’s Beneficiary) must
first make a written offer of such Company Stock to the Trust and to the Company
at the then fair market value of such Company Stock, as determined by an
Independent Appraiser. The Trust shall have the first priority to exercise the
right to purchase the Company Stock, and then the Company shall have second
priority to exercise the right. A bona fide written offer from an independent
prospective buyer shall be deemed to be the fair market value of such Company
Stock for this purpose, unless the value per share, as determined by the
Independent Appraiser as of the immediately preceding Valuation Date, is
greater. The Company and the Trust shall have a total of 14 days (from the date
the offer is first received by the Company or the Trust) to exercise the Right
of First Refusal on the same terms offered by the prospective buyer. A
Participant (or the Participant’s Beneficiary) entitled to a distribution of
Company Stock may be required to execute an appropriate stock transfer agreement
(evidencing the Right of First Refusal) prior to receiving a certificate for
Company Stock. No Right of First Refusal shall be exercisable by reason of any
of the following transfers:

     

    
      	
              (a)  

            	
              The
      transfer upon disposition of any such shares by any legal representative,
      heir or legatee, but the shares shall remain subject to the Right of First
      Refusal; or

            


    

     

    
      	
              (b)  

            	
              The
      transfer while Company Stock is listed on a national securities exchange
      registered under Section 6 of the Securities Exchange Act of 1934 or
      quoted on a system sponsored by a national securities association
      registered under Section 15A(b) of the Securities Exchange Act of
      1934.

            


    

     

    
      	
              13.2  

            	
              Put
      Option

            


    

     

    The
Company shall issue a “Put Option” to each Participant (or each Participant’s
Beneficiary) who receives a distribution of Company Stock if, at the time of
such distribution, Company Stock is not then readily tradable on an established
market, as defined in Section 409(h) of the Code and the regulations thereunder.
The Put Option shall permit the Participant (or the Participant’s Beneficiary)
to sell such Company Stock at its then fair market value, as determined by an
Independent Appraiser in accordance with the provisions of Section 6.9, to the
Company after the date the Company Stock is distributed to the Participant (or
the Participant’s Beneficiary). If the Company’s charter or by-laws restrict
ownership of substantially all of the outstanding Company Stock to Employees and
the Trust or the Company has elected to be taxed as an S corporation under
Section 1361 of the Code, then shares of Company Stock distributed to or for the
benefit of a Participant (or his Beneficiary) must be immediately sold to the
Company in accordance with Section 7.4.

     

    
      	
              13.3  

            	
              Share
      Legend; Other Restrictions

            


    

     

    Shares of
Company Stock held or distributed by the Trustee may include such legend
restrictions on transferability as the Company may reasonably require in order
to assure compliance with applicable Federal and state securities laws and the
provisions of this Article 14.

     

    Except as
otherwise provided in this Section, no shares of Company Stock held or
distributed by the Trustee may be subject to a put, call or other option, or
buy-sell or similar arrangement.

     

    
      	
              13.4  

            	
              Nonterminable
      Rights

            


    

     

    The
provisions of this Article 14 are nonterminable, and shall continue to be
applicable to shares of Company Stock even if the Plan ceases to be an employee
stock ownership plan within the meaning of Section 4975(e)(7) of the
Code.

     

    ARTICLE
14: VOTING AND TENDERING OF STOCK

     

    
      	
              14.1  

            	
              Voting
      of Company Stock

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (1)  

            	
              With
      respect to any corporate matter that involves the voting of Company Stock
      with respect to the approval or disapproval of any corporate merger or
      consolidation, recapitalization, reclassification, liquidation,
      dissolution, sale of substantially all of the assets of a trade or
      business, or such other transactions that may be prescribed by regulation
      (and, if the Company has a registration-type class of securities, all
      other shareholder voting issues), each Participant may be entitled to
      direct the Trustee as to the exercise of any shareholder voting rights
      attributable to shares of Company Stock then allocated to his ESOP
      Accounts, but only to the extent required by Sections 401(a)(22) and
      409(e)(3) of the Code and the regulations thereunder. For purposes of the
      foregoing sentence, each Participant shall be a Named Fiduciary of the
      Plan as described in Section 402(a)(2) of ERISA. The Committee shall have
      the sole responsibility for determining when a corporate matter has arisen
      that involves the voting of Company Stock under this provision. If a
      Participant is entitled to so direct the Trustee, all allocated Company
      Stock as to which such instructions have been received (which may include
      an instruction to abstain) shall be voted by the Trustee in accordance
      with such instructions, provided that the Trustee may vote the shares as
      it determines is necessary to fulfill his fiduciary duties under ERISA.
      The Trustee shall vote any shares as to which no voting instructions have
      been received at the direction of the Committee, subject to his fiduciary
      duties under ERISA.

            


    

     

    
      	
              (2)  

            	
              In
      all other circumstances, the Trustee shall vote all shares of Company
      Stock as directed by the Committee.

            


    

     

    
      	
              14.2  

            	
              Tendering
      of Company Stock

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (1)  

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

            


    

     

    ARTICLE
15: MISCELLANEOUS

     

    
      	
              15.1  

            	
              Severability

            


    

     

    If any
provision of the Plan is held invalid or unenforceable, its validity or
unenforceability shall not affect any other provisions of the Plan and the Plan
shall be construed and enforced as if such provisions had not been included
therein.

     

    
      	
              15.2  

            	
              Captions

            


    

     

    The
captions contained herein and the table of contents, if any, prefixed hereto are
inserted only as a matter of convenience and for reference and in no way define,
limit, enlarge or describe the scope or interest of the Plan nor in any way
shall affect the Plan or the construction of any provision thereof.

     

    
      	
              15.3  

            	
              Construction

            


    

     

    The Plan
shall be construed and enforced in accordance with the laws of the State of
Wisconsin

     

    (without
regard to its conflict of laws provisions), except to the extent that such laws
are preempted by Federal law.