exv10w1



 






EXHIBIT 10.1




PHI, INC.




401(k) RETIREMENT PLAN




Amendment and Restatement




Effective January 1, 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	INTRODUCTION	 	1
	 
	 	 	 	 	 	 
	ARTICLE 1. DEFINITIONS	 	2
	 
	 	 	 	 	 	 
	 
	 	1.1.	 	Account Balance or Account	 	2
	 
	 	1.2.	 	Affiliate	 	2
	 
	 	1.3.	 	Beneficiary	 	2
	 
	 	1.4.	 	Board of Directors or Board	 	2
	 
	 	1.5.	 	Catch-Up Contributions	 	2
	 
	 	1.6.	 	Code	 	2
	 
	 	1.7.	 	Company	 	2
	 
	 	1.8.	 	Compensation	 	2
	 
	 	1.9.	 	Disabled	 	4
	 
	 	1.10.	 	Effective Date	 	4
	 
	 	1.11.	 	Eligible Employee	 	4
	 
	 	1.12.	 	Employee	 	4
	 
	 	1.13.	 	Employee Benefits Committee or Committee	 	5
	 
	 	1.14.	 	Employer	 	5
	 
	 	1.15.	 	Employer Account	 	5
	 
	 	1.16.	 	Employment Commencement Date	 	5
	 
	 	1.17.	 	Entry Date	 	5
	 
	 	1.18.	 	ERISA	 	5
	 
	 	1.19.	 	401(k) Account	 	5
	 
	 	1.20.	 	401(k) Contributions	 	5
	 
	 	1.21.	 	Highly Compensated Employee	 	5
	 
	 	1.22.	 	Hour of Service	 	6
	 
	 	1.23.	 	Investment Fund	 	6
	 
	 	1.24.	 	Limitation Year	 	7
	 
	 	1.25.	 	Matching Account	 	7
	 
	 	1.26.	 	Matching Contributions	 	7
	 
	 	1.27.	 	Nonelective Contribution Account	 	7
	 
	 	1.28.	 	Nonhighly Compensated Employee	 	7
	 
	 	1.29.	 	Normal Retirement Age	 	7






 









 






	 	 	 	 	 	 	 
	 
	 	1.30.	 	Normal Retirement Date	 	7
	 
	 	1.31.	 	One Year Period of Severance	 	7
	 
	 	1.32.	 	Participant	 	7
	 
	 	1.33.	 	Plan	 	7
	 
	 	1.34.	 	Plan Year	 	7
	 
	 	1.35.	 	Predecessor Company	 	7
	 
	 	1.36.	 	Prior Plan	 	7
	 
	 	1.37.	 	Qualified Domestic Relations Order	 	7
	 
	 	1.38.	 	Qualified Matching Contributions	 	8
	 
	 	1.39.	 	Qualified Nonelective Contributions	 	8
	 
	 	1.40.	 	Rollover Account	 	8
	 
	 	1.41.	 	Rollover Contribution	 	8
	 
	 	1.42.	 	Service	 	8
	 
	 	1.43.	 	Severance of Service	 	8
	 
	 	1.44.	 	Spouse or Surviving Spouse	 	9
	 
	 	1.45.	 	Trust	 	9
	 
	 	1.46.	 	Trustee	 	9
	 
	 	1.47.	 	Valuation Date	 	10
	 
	 	1.48.	 	Year of Service	 	10
	 
	 	 	 	 	 	 
	ARTICLE 2. ELIGIBILITY AND PARTICIPATION	 	11
	 
	 	2.1.	 	Initial Participation	 	11
	 
	 	2.2.	 	Change in Status	 	11
	 
	 	2.3.	 	Participation upon Reemployment	 	11
	 
	 	2.4.	 	Ineligible Employees	 	11
	 
	 	 	 	 	 	 
	ARTICLE 3. CONTRIBUTIONS	 	12
	 
	 	3.1.	 	Employee Contributions	 	12
	 
	 	3.2.	 	Company Contributions	 	13
	 
	 	3.3.	 	Makeup Contributions	 	13
	 
	 	3.4.	 	401(k) Plan Nondiscrimination Testing	 	13
	 
	 	3.5.	 	Rollover Contributions	 	14
	 
	 	3.6.	 	Method and Time for Payment of Contributions	 	14
	 
	 	3.7.	 	Contribution Due to Mistake of Fact	 	14






ii









 






	 	 	 	 	 	 	 
	 
	 	3.8.	 	Nondeductible Overpayment	 	14
	 
	 	3.9.	 	Individual Accounting	 	14
	 
	 	 	 	 	 	 
	ARTICLE 4. CONTRIBUTION ALLOCATIONS AND VESTING	 	15
	 
	 	4.1.	 	Allocation of Employee Contributions	 	15
	 
	 	4.2.	 	Company Contributions	 	15
	 
	 	4.3.	 	Limitation on Annual Addition	 	16
	 
	 	4.4.	 	Vesting	 	17
	 
	 	4.5.	 	Forfeitures	 	17
	 
	 	 	 	 	 	 
	ARTICLE 5. VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES	 	19
	 
	 	5.1.	 	Valuation of Fund	 	19
	 
	 	5.2.	 	Daily Valuation	 	19
	 
	 	 	 	 	 	 
	ARTICLE 6. PAYMENT OF BENEFITS	 	20
	 
	 	6.1.	 	Distribution of Benefits	 	20
	 
	 	6.2.	 	Amount, Time and Method of Payment	 	20
	 
	 	6.3.	 	Small Benefit Payments	 	20
	 
	 	6.4.	 	Minimum Distribution Rules	 	21
	 
	 	6.5.	 	Election of Direct Rollover	 	21
	 
	 	6.6.	 	Definitions	 	21
	 
	 	6.7.	 	Qualified Domestic Relations Order Payments	 	22
	 
	 	6.8.	 	Reemployment	 	22
	 
	 	 	 	 	 	 
	ARTICLE 7. DEATH BENEFITS	 	23
	 
	 	7.1.	 	Death Benefits	 	23
	 
	 	7.2.	 	Designation of Beneficiary	 	23
	 
	 	7.3.	 	Time and Method of Payment	 	23
	 
	 	 	 	 	 	 
	ARTICLE 8. IN-SERVICE WITHDRAWALS BY PARTICIPANTS	 	25
	 
	 	8.1.	 	Hardship Withdrawals from 401(k) Account	 	25
	 
	 	8.2.	 	Withdrawal from Rollover Account	 	26
	 
	 	8.3.	 	Withdrawals after Age 591/2	 	26
	 
	 	8.4.	 	Limitations on Withdrawals	 	26
	 
	 	8.5.	 	Automated Withdrawals	 	26






iii









 






	 	 	 	 	 	 	 
	 
	 	8.6.	 	Special Rules for Qualified Hurricane Distributions	 	26
	 
	 	 	 	 	 	 
	ARTICLE 9. INVESTMENT OF TRUST ASSETS — PARTICIPANT DIRECTED INVESTMENTS	 	28
	 
	 	9.1.	 	Participant Directed Investments	 	28
	 
	 	9.2.	 	Voting Rights	 	28
	 
	 	 	 	 	 	 
	ARTICLE 10. PLAN ADMINISTRATION	 	29
	 
	 	10.1.	 	Establishment of the Employee Benefits Committee	 	29
	 
	 	10.2.	 	Powers of the Employee Benefits Committee	 	29
	 
	 	10.3.	 	Duties and Authority of the Employee Benefits Committee	 	30
	 
	 	10.4.	 	Actions by the Committee or a Subcommittee	 	30
	 
	 	10.5.	 	Indemnification	 	31
	 
	 	10.6.	 	Benefit Application and Claims Procedure	 	31
	 
	 	10.7.	 	Responsibilities of Named Fiduciaries Other than the Committee	 	32
	 
	 	10.8.	 	Allocation of Responsibilities	 	32
	 
	 	10.9.	 	Designation of Persons to Carry Out Responsibilities of Named Fiduciaries	 	33
	 
	 	10.10.	 	Payment of Expenses	 	33
	 
	 	 	 	 	 	 
	ARTICLE 11. PLAN ADOPTION, AMENDMENT OR TERMINATION	 	34
	 
	 	11.1.	 	Amendment of Plan	 	34
	 
	 	11.2.	 	Merger	 	34
	 
	 	11.3.	 	Form of Amendments	 	34
	 
	 	11.4.	 	Acceptance of Transferred Assets	 	34
	 
	 	11.5.	 	Plan to Plan Transfers	 	34
	 
	 	11.6.	 	Plan Termination or Partial Termination	 	35
	 
	 	 	 	 	 	 
	ARTICLE 12. TRUST FUND AND THE TRUSTEE	 	36
	 
	 	12.1.	 	Trust and Trustee	 	36
	 
	 	12.2.	 	Assets of the Trust	 	36
	 
	 	 	 	 	 	 
	ARTICLE 13. MISCELLANEOUS	 	37
	 
	 	13.1.	 	Limitation of Assignment	 	37
	 
	 	13.2.	 	Legally Incompetent Distributee	 	37
	 
	 	13.3.	 	Unclaimed Payments	 	37






iv









 






	 	 	 	 	 	 	 
	 
	 	13.4.	 	Notification of Addresses	 	37
	 
	 	13.5.	 	Notice of Proceedings and Effect of Judgment	 	37
	 
	 	13.6.	 	Severability	 	37
	 
	 	13.7.	 	Limitation of Rights	 	38
	 
	 	13.8.	 	Controlling Law	 	38
	 
	 	13.9.	 	Errors in Payment	 	38
	 
	 	13.10.	 	USERRA and Code Section 414(u) Compliance	 	38
	 
	 	13.11.	 	Loans	 	38
	 
	 	13.12.	 	Headings and Use of Words	 	39
	 
	 	 	 	 	 	 
	ARTICLE 14. TOP-HEAVY PROVISIONS	 	40
	 
	 	14.1.	 	Applicability of this Article	 	40
	 
	 	14.2.	 	Top-Heavy and Super Top-Heavy Determination	 	40
	 
	 	14.3.	 	Computation of the Aggregate of the Account Balances	 	40
	 
	 	14.4.	 	Required Aggregation of Plans	 	41
	 
	 	14.5.	 	Permissive Aggregation of Plans	 	42
	 
	 	14.6.	 	Special Rules of Top-Heavy Plans and Super Top-Heavy Plans	 	42
	 
	 	14.7.	 	Special Definitions	 	43
	 
	 	 	 	 	 	 
	ARTICLE 15. MINIMUM DISTRIBUTION REQUIREMENTS	 	44
	 
	 	15.1.	 	General Rules	 	44
	 
	 	15.2.	 	Time and Manner of Distribution	 	44
	 
	 	15.3.	 	Required Minimum Distributions
During Participant’s Lifetime	 	45
	 
	 	15.4.	 	Required Minimum Distributions After Participant’s Death	 	46
	 
	 	15.5.	 	Definitions	 	47
	 
	 	 	 	 	 	 
	SCHEDULE A 401(k) PLAN NONDISCRIMINATION TESTING	 	A — 49
	 
	 	A.1	 	ADP Test	 	A — 49
	 
	 	A.2	 	ACP Test	 	A — 55
	 
	 	A.3	 	Excess 401(k) Deferrals	 	A — 60
	 
	 	A.4	 	Forfeitures	 	A — 61
	 
	 	 	 	 	 	 
	SCHEDULE B ELIGIBLE UNION EMPLOYEES	 	B — 1
	 
	 	 	 	 	 	 
	SCHEDULE C PARTICIPATING AFFILIATES	 	C — 1







v











 





INTRODUCTION




          The PHI, Inc. 401(k) Retirement Plan was originally effective as of July 1, 1989. It has been
amended from time to time and is hereby amended and restated in its entirety. The Plan is intended
to qualify as a profit sharing plan under Section 401(a) of the Code, and includes a cash or
deferred arrangement that is intended to qualify under Section 401(k) of the Code. The Plan is
maintained for the exclusive benefit of eligible employees and their beneficiaries. The Plan is
effective January 1, 2007, except where a different effective date applicable to a provision is
specified, in which case, the different effective date shall be deemed the effective date of that
provision in operating the Plan, even if it relates to a date earlier than the effective date of
this amendment and restatement.




 









 








ARTICLE 1.

DEFINITIONS




          Whenever the following capitalized terms are used in a Plan, they have the meanings specified
below. Other words and phrases may be used which are not defined in this Article 1, but for
convenience, are defined when introduced in the text.





	1.1.	 	Account Balance or Account means the total amount credited to a Participant’s 401(k)
Account, Matching Account, Nonelective Contribution Account, Employer Account, and Rollover
Account. Where the balance in a Participant’s Account is to be determined as of a given
Valuation Date, such balance shall be determined after all adjustments and allocations for the
Valuation Date have been made.
	 
	1.2.	 	Affiliate means (a) any corporation which is a member of the same controlled group
of corporations (within the meaning of Code Section 414(b)) with the Employer, (b) any other
trade or business (whether or not incorporated) under common control (within the meaning of
Code Section 414(c)) with the Employer, (c) any other corporation, partnership, or other
organization which is a member of an affiliated service group (within the meaning of Code
Section 414(m)) with the Employer, or (d) any other entity required to be aggregated with the
Employer pursuant to regulations under Code Section 414(o).
	 
	1.3.	 	Beneficiary means the person, persons, or entity designated by the Participant under
the terms of the Plan to receive any death benefit that becomes payable under the Plan.
	 
	1.4.	 	Board of Directors or Board means the (a) Board of Directors or other governing body
of the Employer or (b) person acting with proper authority from the Board.
	 
	1.5.	 	Catch-Up Contributions mean elective deferrals by a Participant who has attained age
50 before the close of the Plan Year, made in accordance with and subject to the limitations
of Code Section 414(v).
	 
	1.6.	 	Code means the federal Internal Revenue Code of 1986, as amended.
	 
	1.7.	 	Company means the Employer and any Affiliate (or the successor of an Affiliate)
listed on Schedule C that maintains the Plan with the consent of the Employee Benefits
Committee.
	 
	1.8.	 	Compensation






	 	(a)	 	General Definition. Compensation means for a calendar year the amount
paid to a Participant by a Company during the year for wages, salaries, and other
amounts received in the course of employment with the Company to the extent that the
amounts are includible in gross income (including, but not limited to commissions paid
to salesmen, compensation for services on the basis of a percentage of profits,
bonuses, incentive payments, overtime pay and shift differential). For all purposes
under the Plan, Compensation shall include any amount contributed by a Company on
behalf of a Participant pursuant to a salary 




A-2









 






	 	 	 	reduction agreement which is not
includible in the gross income of the Participant under Code Section 125, 132(f)(4),
401(k), 402(e)(3) or 402(h).






	 	 	 	For purposes of this definition, Compensation does not include severance pay, stock
options, reimbursements or other expense allowances, fringe benefits (cash and
non-cash), moving expenses, deferred compensation, welfare benefits (whether or not
includible in gross income) and income from property subject to Code Section 83.
Payments made within 21/2 months after severance from employment (within the meaning
of Code Section 401(k)(2)(B)(i)(l)) will be Compensation if they are payments that,
absent a severance from employment, would have been paid to the Employee while the
Employee continued in employment with the Employer and are regular compensation for
services during the Employee’s regular working hours, compensation for service
outside the Employee’s regular working hours (such as overtime or shift
differentials), commissions, bonuses, or other similar compensation, but only if the
Employee would have been able to use the leave if employment had continued. Any
payments not described above are not considered Compensation if paid after severance
from employment, even if they are paid within 21/2 months following severance from
employment, except payments to an individual who does not currently perform services
for the Employer by reason of qualified military service (within the meaning of Code
Section 414(u)(1)) to the extent these payments do not exceed the amounts the
individual would have received if the individual had continued to perform services
for the Employer rather than entering qualified military service.
	 
	 	(b)	 	For Plan Years beginning in 2007 and thereafter, Compensation shall be limited
to $225,000 annually and shall be adjusted for changes in the cost of living in
accordance with Code Section 401(a)(17)(B). For Plan Years of less than 12 months,
this limit shall be prorated based on the number of calendar months in the short Plan
Year.
	 
	 	(c)	 	Definition for Purposes of 401(k) Contributions. Notwithstanding (a)
above, for purposes of determining an Employee’s 401(k) Contributions, Compensation
shall exclude commissions, vacation purchases and other extra or special compensation,
such as, but not limited to, safety awards, one-time relocation bonuses, incentive
bonuses, and severance pay (including cash-out of vacation pay, both banked and
current). Effective January 1, 2002, Compensation shall
include cash payments of banked vacation pay paid while actively employed and
incentive bonuses paid for the 2002 fiscal year and years thereafter.
	 
	 	(d)	 	Definition for Purposes of Matching Contributions. Notwithstanding (a)
above, for purposes of determining Matching Contributions, Compensation shall exclude
bonuses, commissions, overtime pay, vacation purchases, and other extra or special
compensation such as, but not limited to, safety awards, one-time relocation bonuses,
incentive bonuses, and severance pay (including cash-out of vacation pay, both banked
and current). Effective January 1, 2002 Compensation shall include banked vacation pay
paid while actively employed 




A-3









 






	 	 	 	and incentive bonuses paid on account of the 2002 fiscal
year and years thereafter.






	1.9.	 	Disabled means that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or has lasted or can be expected to last for a continuous period
of not less than twelve (12) months. The permanence and degree of such impairment shall be
supported by a statement from a medical doctor licensed and practicing in the United States.
	 
	1.10.	 	Effective Date means January 1, 2007, except to the extent a different effective
date is set forth for a specific section in this Plan.
	 
	1.11.	 	Eligible Employee means any Employee actively providing services to a Company or on
an authorized leave of absence, other than an Employee who is:






	 	(a)	 	covered by a collective bargaining agreement between a union and a Company,
provided that retirement benefits were the subject of good faith bargaining, unless (i)
the bargaining agreement specifically provides for participation in this Plan, or (ii)
the bargaining agreement specifically provides for participation in a tax-qualified
plan of a company acquired by the Employer or an Affiliate and the Employee Benefits
Committee has consented to participation in this Plan, which consent is evidenced by
specifying the bargaining agreement in Schedule B,
	 
	 	(b)	 	a leased employee, or
	 
	 	(c)	 	a non-resident alien.






	1.12.	 	Employee means any person, including an officer, who is on the payroll of the
Company and whose wages are subject to withholding for purposes of federal income taxes or for
purposes of
the Federal Insurance Contribution Act. A person treated as an independent contractor shall
not be treated as an Employee for purposes of the Plan without regard to whether such person
is a common law employee of the Company or is retroactively recharacterized as an employee
of the Company for wage tax purposes.
	 
	 	 	A person providing services to the Company whose employer for payroll purposes is an
unrelated third party shall not be treated as an Employee for purposes of the Plan, without
regard to whether such person is a common law employee of the Company or is retroactively
recharacterized as an employee of the Company for wage tax purposes.
	 
	 	 	The term “leased employee” means any person (other than an employee of the recipient) who
pursuant to an agreement between the recipient and any other person (“leasing organization”)
has performed services for the recipient (or for the recipient and related persons
determined in accordance with Section 414(n)(6) of the Internal Revenue Code) on a
substantially full time basis for a period of at least one year, and such services are
performed under primary direction or control of the recipient. A leased employee shall be
treated as an employee of the Company, but only for purposes of coverage testing under
410(b). Contributions or benefits provided a leased employee by 




A-4









 






	 	 	the leasing organization
which are attributable to services performed for the recipient employer shall be treated as
provided by the recipient employer.






	 	 	A leased employee shall not be considered an employee of the recipient if:






	 	(a)	 	such employee is covered by a money purchase pension plan providing:






	 	(i)	 	a nonintegrated employer contribution rate of at least 10
percent of compensation, as defined in Section 415(c)(3) of the Code, but
including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee’s gross income under Section 125, 132(f)(4),
Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code,
	 
	 	(ii)	 	immediate participation, and
	 
	 	(iii)	 	full and immediate vesting; and






	 	(b)	 	leased employees do not constitute more than 20 percent of the recipient’s
nonhighly compensated work force.






	1.13.	 	Employee Benefits Committee or Committee means the Employee Benefits Committee
established in Article 10 of this Plan which shall consist of not less than three nor more
than seven persons appointed from time to time by the Board of Directors to serve as Plan
Administrator.
	 
	1.14.	 	Employer means PHI, Inc. and any successor thereto.
	 
	1.15.	 	Employer Account means the account maintained for a Participant which is credited
with employer Discretionary Contributions made pursuant to Section 3.2(c).
	 
	1.16.	 	Employment Commencement Date means the date on which an Employee first performs an
Hour of Service for a Company.
	 
	1.17.	 	Entry Date means the first day of each calendar month.
	 
	1.18.	 	ERISA means the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.19.	 	401(k) Account means the account maintained for a Participant which is credited with
the Participant’s 401(k) Contributions.
	 
	1.20.	 	401(k) Contributions mean the elective deferrals made pursuant to a Participant’s
election which have been contributed in accordance with Code Section 401(k).
	 
	1.21.	 	Highly Compensated Employee means an Employee who:






	 	(a)	 	is a 5-percent owner at any time during the year or the preceding year; or




A-5









 












	 	(b)	 	received compensation during the preceding year from the Company in excess of
$100,000 (as adjusted pursuant to Code Section 415(d)),
	 
	 	 	 	A former Employee shall be treated as a Highly Compensated Employee if such employee
was a Highly Compensated Employee when such employee separated from service or such
employee was a Highly Compensated Employee at any time after attaining age 55.
	 
	 	 	 	The determination of who is a Highly Compensated Employee will be made in accordance
with Code Section 414(q) and the regulations thereunder.






	1.22.	 	Hour of Service means:






	 	(a)	 	Each hour for which an Employee is paid, or entitled to payment, for the
performance of duties for a Company. These hours shall be credited to the Employee for
the computation period or periods in which the duties are performed;
	 
	 	(b)	 	Each hour for which an Employee is paid, or entitled to payment, by a 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, or leave of absence. Such person
shall not be considered to have terminated employment under this Section 1.22(b) unless
the person fails to return to the employ of the Company at or prior to the expiration
date of the person’s absence hereunder, in which case the person shall be deemed to
have terminated employment as of the date of commencement of such absence;
	 
	 	(c)	 	Each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by a Company. 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.






	 	 	An Hour of Service credited under Section 1.22(a) or (b) above will not be credited under
Section 1.22(c).
	 
	 	 	Hours under this section shall be calculated and credited pursuant to Section 2530.200b-2 of
the Department of Labor regulations which are incorporated herein by reference.
	 
	 	 	An Hour of Service with an Affiliate that has not adopted the Plan is treated as an Hour of
Service with a Company for vesting purposes and for purposes of meeting the eligibility
service requirement.
	 
	1.23.	 	Investment Fund means any of the funds in which a Participant may invest his or her
Account in accordance with the provisions of Article 9.




A-6









 












	1.24.	 	Limitation Year means the calendar year.
	 
	1.25.	 	Matching Account means the account maintained for a Participant which is credited
with Matching Contributions and/or discretionary matching contributions made pursuant to
Section 3.2.
	 
	1.26.	 	Matching Contributions mean the contributions made by a Company which match a Participant’s 401(k) Contributions.
	 
	1.27.	 	Nonelective Contribution Account means the account maintained for a Participant
which is credited with Qualified Nonelective Contributions or Qualified Matching Contributions
made on behalf of a Participant.
	 
	1.28.	 	Nonhighly Compensated Employee means an Employee who is not a Highly Compensated
Employee.
	 
	1.29.	 	Normal Retirement Age means age 65 with five Years of Service.
	 
	1.30.	 	Normal Retirement Date means the date a Participant attains Normal Retirement Age.
	 
	1.31.	 	One Year Period of Severance means a 12-consecutive month period beginning on the
date a Severance of Service occurs and ending on the first anniversary of such date, provided
that the Employee during the 12-consecutive month period fails to perform an Hour of Service.
	 
	1.32.	 	Participant means any person who has an Account Balance in the Plan.
Notwithstanding the foregoing, an Eligible Employee who elects not to contribute to the Plan,
shall be treated as a Participant for purposes of Article 14 and Schedule A.)
	 
	1.33.	 	Plan means the PHI, Inc. 401(k) Retirement Plan.
	 
	1.34.	 	Plan Year
means the calendar year.
	 
	1.35.	 	Predecessor Company means a company or other business entity acquired by the
Employer or an Affiliate whose service was counted under the Prior Plan.
	 
	1.36.	 	Prior Plan means the tax-qualified retirement plan of a Company that is restated
hereunder, if any.
	 
	1.37.	 	Qualified Domestic Relations Order means a judgment, decree, or order relating to
the provision of child support, alimony payments, or marital property rights, to a spouse,
former spouse, child or other dependent, made pursuant to a state domestic relations law,
which creates or recognizes the existence of an alternate payee’s right to receive all or a
portion of the benefits payable with respect to a Participant under the Plan, as described in
Code Section 414(p).




A-7









 












	1.38.	 	Qualified Matching Contributions mean the contributions made to comply with Code
Section 401(k) or (m) and allocated to a Participant’s Nonelective Contribution Account.
	 
	1.39.	 	Qualified Nonelective Contributions mean the contributions made to comply with Code
Section 401(k) or (m) and allocated to a Participant’s Nonelective Contribution Account.
	 
	1.40.	 	Rollover Account means the account maintained for a Participant which is credited
with a Rollover Contribution.
	 
	1.41.	 	Rollover Contribution means a direct rollover of an Eligible Rollover Distribution
amount by a Participant or the amount transferred from an Eligible Retirement Plan and
allocated to a Participant’s Rollover Account.
	 
	1.42.	 	Service means a period commencing on the Employee’s Employment Commencement Date or
reemployment commencement date, whichever is applicable, and ending on the Employee’s
Severance of Service, subject to the following:






	 	(a)	 	If an Employee has a Severance of Service because of a quit, discharge or
retirement and then performs an Hour of Service within twelve (12) months of the
Severance of Service date, he or she shall receive Service credit for the period of
time commencing on the date a Severance of Service occurs and ending on the date on
which the Employee again performs an Hour of Service for the Employer or an Affiliate.
(hereafter referred to as “Period of Severance”).
	 
	 	(b)	 	An Employee who has a Severance of Service because of a quit, discharge or
retirement during or immediately following an authorized leave of absence, and who
performs an Hour of Service within (12) months from the date the leave of absence
began, shall receive service credit for the Period of Severance. If an Employee is
absent for 12 full months, no service credit is given for the Period of Severance,
except as required by Section 13.10.






	 	 	In determining an Employee’s Service, a prior period of service not required to be taken
into account by reason of a period of severance which constitutes a One Year Period of
Severance shall not be recognized under the Plan. If an Employee incurs more than a One
Year Period of Severance but less than five consecutive One Year Periods of Severance, all
Years of Service credited before the period of severance shall be reinstated.
	 
	 	 	Service with a Predecessor Company shall be taken into account under the Plan as Service
with a Company only with respect to an Employee who was employed by the Predecessor Company
on the date its assets or stock were acquired by the Employer or an Affiliate. Service with
a Predecessor Company shall be taken into account under the Plan unless previously
disregarded under the Plan or the Prior Plan.
	 
	1.43.	 	Severance of Service means the earlier of:






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




A-8









 












	 	(b)	 	the date on which the Employee fails to return to the service of the Company at
the expiration of an authorized leave of absence in excess of twelve (12) months or
recovery from being Totally and Permanently Disabled in excess of six (6) months; or
	 
	 	(c)	 	the first anniversary of the first date of a period in which the Employee
remains absent from service with the Company (with or without pay) for any reason other
than quit, retirement, discharge, death, authorized leave of absence or Total and
Permanent Disability (such as vacation, holiday, sickness, unauthorized leave of
absence or layoff).






	 	 	Severance of Service shall not occur and credit for vesting purposes shall be given for the
following:






	 	(d)	 	a period of service with the Armed Forces of the United States of America, if
an Employee who left active service with the Company to enter and did directly enter
such Armed Forces, returned to active employment within the time and under the
conditions which entitle him/her to reemployment rights under the laws of the United
States of America;
	 
	 	(e)	 	transfer directly from the employment of one Company to another Company.
Transfer of an Employee in this Plan to service with an Affiliate which has not adopted
this Plan will not be considered a Severance of Service and will cause such service to
be included as Service in this Plan. However, such aforesaid service will only be
credited for vesting purposes and not for benefit purposes under this Plan; or
	 
	 	(f)	 	the period ending on the second anniversary of any absence from work by reason
of the pregnancy of the Employee, by reason of the birth of a child of the
Employee, by reason of the placement of a child with the Employee in connection with
the adoption of such child by the Employee, or for purposes of caring for such child
for a period immediately following such birth or placement; provided, however, that
the period between the first and second anniversaries of the first day of any such
absence shall not count as Service and no credit will be given for such period for
vesting purposes.






	1.44.	 	Spouse or Surviving Spouse means the legal spouse of the Participant, provided that
a former spouse will be treated as the Spouse or Surviving Spouse to the extent provided under
a Qualified Domestic Relations Order, except that none of the requirements relating to consent
shall apply to such former spouse.
	 
	1.45.	 	Trust means the assets of the Plan held by the Trustee(s), segregated in a separate
trust or trusts and governed by a separate trust document or documents. This document may
govern multiple trusts.
	 
	1.46.	 	Trustee means the person, persons, bank, and/or other entity selected by the Board
to hold the assets of a Trust in accordance with Article 12.




A-9









 












	1.47.	 	Valuation Date means each business day of the Plan Year that the Trust assets are
valued or such Valuation Dates as may be specified by the Employer, but no less frequently
than the last day of the Plan Year.
	 
	1.48.	 	Year of Service means twelve months of Service with the Employer or an Affiliate.
Years of Service shall not include employment otherwise disregarded under the Plan or Prior
Plan.
	 
	 	 	All non-successive periods of Service shall be aggregated and any periods of Service of less
than a whole year (whether or not consecutive) shall be aggregated on the basis that twelve
months of Service equal a whole Year of Service. A month of Service is deemed to be 30 days
in the case of the aggregation of fractional months. After aggregating all Service, any
period of Service less than a whole year (12 months) shall be disregarded.
	 
	 	 	If a Participant incurs a Severance of Service that is more than six months after his most
recent Anniversary Date, the Participant shall be considered to have completed a Year of
Service during the Computation Period starting on such Anniversary Date for vesting
purposes.
	 
	 	 	If, under the terms of the Prior Plan, service was credited using the general method
described in ERISA Reg. § 2530.200b-2, an Employee’s Service shall be converted to the
elapsed time method by crediting each Employee with a period of Service consisting of :






	 	(a)	 	A number of years equal to the number of years of service credited to the
Employee under the terms of the Prior Plan before the Plan Year in which the Prior Plan
was amended and restated; and
	 
	 	(b)	 	The greater of:






	 	(i)	 	the period of Service that would be credited to the Employee
under the Service provisions of the this Plan beginning on the first day of the
Plan Year in which the Plan is amended and restated; or
	 
	 	(ii)	 	the service taken into account under the Prior Plan for the
year of the amendment as of the date the Prior Plan is amended and restated.




A-10









 











ARTICLE 2.

ELIGIBILITY AND PARTICIPATION





	2.1.	 	Initial Participation. An Eligible Employee may become a Participant as of the Entry
Date coinciding with or next following the date on which he first performs one Hour of
Service.
	 
	2.2.	 	Change in Status.






	 	(a)	 	If a Participant no longer meets the definition of an Eligible Employee, such
Participant may no longer contribute to the Plan and is no longer eligible for Company
contributions effective as of the time of such change in status. If any such Employee
again becomes an Eligible Employee, active participation in the Plan commences
effective as of the time of the change in status. A change in status includes, but is
not limited to, transfer to or from an Affiliate which is not participating in this
Plan or becoming a member of a collective bargaining unit whose members do not
participate in the Plan.
	 
	 	(b)	 	If an Employee is employed by a Company after working for an Affiliate not
covered by the Plan, his Service with the Affiliate shall count for purposes of meeting
the eligibility requirement of Section 2.1, except that if his employment with the
Affiliate terminated and he is reemployed by a Company after more than five consecutive
One Year Periods of Severance, prior Service is disregarded.






	2.3.	 	Participation upon Reemployment. Generally, if an Employee who terminates employment
is reemployed before he incurs a One Year Period of Severance, he shall participate
immediately upon reemployment provided the Participant is an Eligible Employee at the time of
reemployment. If a Participant has no vested interest in his Matching Account and Employer
Account and incurs more than five consecutive One Year Periods of Severance, prior Service
shall be disregarded for purposes of meeting the eligibility requirement of Section 2.1. If a
Participant who terminates employment has a vested interest in his Matching Account and
Employer Account and is later reemployed, all service shall count.
	 
	2.4.	 	Ineligible Employees. In the event that a Nonhighly Compensated Employee is not an
Eligible Employee, but is erroneously allowed to participate in the Plan, he or she is deemed
eligible to participate during the period for which contributions are made to the Plan. The
Company is not obligated to make a Matching Contribution with respect to any such erroneous
contribution, but may do so, in its sole discretion.




A-11









 











ARTICLE 3.

CONTRIBUTIONS





	3.1.	 	Employee Contributions.






	 	(a)	 	401(k) Contributions.






	 	(i)	 	Participant Election. A Participant may elect to make
401(k) Contributions in whole percentages of Compensation not to exceed the
lesser of: 90% of Compensation, or $15,500 (the Code Section 402(g) limit in
effect for the 2007 taxable year), adjusted from time to time for increases in
the cost-of-living pursuant to Code Section 402(g)(5).
	 
	 	(ii)	 	Separate Election for Bonuses and Accrued Vacation.
Notwithstanding the preceding, a Participant may make a separate deferral
election with respect to bonuses and accrued vacation payments made in lieu of
time off, in a percentage from 1% to 100%, subject to the Code Section 402(g)
limit in effect for the applicable Plan Year.
	 
	 	(iii)	 	Automatic Enrollment. An Employee hired on or after
April 1, 2006, will be automatically enrolled in the Plan with an election
equal to 3% of Compensation on the first date he is otherwise eligible to
participate in the Plan if he does not make an affirmative election under
paragraph (i) above. Such deemed deferral election shall remain in effect
until changed by the Participant in accordance with the terms of Section 3.1(c)
of the Plan. Each Employee will be given a reasonable amount of time before
the first applicable payroll period, to cancel his/her automatic enrollment
instead of having the automatic 401(k) deferral election applied to his/her
pay.






	 	(b)	 	Catch-Up Contributions. Catch-Up Contributions are 401(k)
Contributions made to the Plan that are in excess of an otherwise applicable Plan limit
and that are made by a Participant who is at least age 50 at any time during the Plan
Year. An otherwise applicable Plan limit is a limit in the Plan that applies to 401(k)
Contributions without regard to Catch-Up Contributions, such as the limits on annual
additions, the dollar limitation on 401(k) Contributions under Code Section 402(g) (not
taking into account Catch-Up Contributions) and the limit imposed by the actual
deferral percentage (ADP) test under Code Section 401(k)(3).
	 
	 	 	 	A Participant may elect to make Catch-Up Contributions for a taxable year not to
exceed the lesser of (i) the dollar limit on Catch-Up Contributions under Code
Section 414(v)(2)(B)(i) for the taxable year, or (ii) 90% of the Participant’s
Compensation for the Plan Year when added to other 401(k) Contributions. The dollar
limit on Catch-Up Contributions is $5,000 (adjusted from time to time for increases
in the cost-of-living pursuant to Code Section 414(v)(2)(C)).
	 
	 	 	 	Catch-Up Contributions are not subject to the limits on annual additions, are not
counted in the ADP test and are not counted in determining the minimum 




A-12









 






	 	 	 	allocation
under Code Section 416, but Catch-Up Contributions made in prior years are counted
in determining whether the Plan is top-heavy.






	 	(c)	 	Participant’s Election. A Participant may make or change the
contribution election made pursuant to this Section 3.1 at any time in accordance with
the Plan’s administrative procedures.






	3.2.	 	Company Contributions.






	 	(a)	 	Matching Contributions. The Company shall make Matching Contributions
on behalf of each Participant who is an Eligible Employee in an amount equal to 200% of
the amount contributed for said Participant under Section 3.1(a); however, no more than
3% of the Participant’s Compensation shall be taken into account. The Matching
Contribution shall be made taking into account Compensation on a payroll period basis.
The annual Matching Contribution under this section shall equal two times the
Participant’s 401(k) Contribution, not to exceed 6% of the Participant’s Compensation.
The Matching Contribution shall be made taking into account Compensation on a payroll
period basis with respect to regular payroll checks and on the basis of each payment
made with respect to incentive bonuses and cash payment of banked vacation pay paid
while actively employed.
	 
	 	(b)	 	Discretionary Matching Contributions. The Company, in its sole
discretion, may make discretionary matching contributions to the Plan to match
Participant’s 401(k) Contributions.
	 
	 	(c)	 	Discretionary Contributions. The Company, in its sole discretion, may
make a profit sharing contribution to the Plan for a Plan Year, without regard to
whether the Company has profits.
	 
	 	(d)	 	Qualified Nonelective Contributions and Qualified Matching
Contributions. The Company may make Qualified Nonelective Contributions and/or
Qualified Matching Contributions to satisfy the nondiscrimination tests described in
Schedule A of the Plan. The Employer shall not be required to make a Qualified
Nonelective Contribution or a Qualified Matching Contribution for any Plan Year, and
the Employer shall have sole discretion to determine whether any such contribution
shall be made for a Plan Year and the amount of such contribution.






	3.3.	 	Makeup Contributions. The Company may make special makeup contributions to the Plan,
if necessary. A makeup contribution is necessary if a Participant’s or Beneficiary’s Account
must be reinstated in accordance with Section 6.8 or if a mistake or omission in making or
allocating contributions is discovered and is not corrected by revising prior allocations. A
makeup
contribution may be made if it is determined that a correction is advisable under an IRS
voluntary compliance procedure.
	 
	3.4.	 	401(k) Plan Nondiscrimination Testing. The Plan will satisfy the nondiscrimination
tests set out in Schedule A.




A-13









 












	3.5.	 	Rollover Contributions. An Eligible Employee may transfer to the Plan and Trust all
or any portion of the money or other property received by the Employee from an Eligible
Retirement Plan that constitutes an Eligible Rollover Distribution under Code Section 402(c),
excluding any portion of such distribution representing after-tax employee contributions. Any
such rollover must be completed within sixty (60) days of the Employee’s receipt of the
qualifying rollover distribution.
	 
	 	 	The Rollover Contribution must meet all applicable rollover or plan to plan transfer
requirements under the Code. Acceptance by the Plan and Trust of any rollover or direct
transfer shall not constitute, or be construed to be, a determination by the Committee of
the tax consequences to the Participant of the rollover or direct transfer.
	 
	3.6.	 	Method and Time for Payment of Contributions.






	 	(a)	 	It is the intent of the Company to pay 401(k) Contributions and Participant
loan repayments to the Trust in accordance with Department of Labor regulations.
	 
	 	(b)	 	All other contributions shall be paid to the Trust no later than the time
prescribed by law (including extensions thereof) for filing the Company’s federal
income tax return for the fiscal year ending with or within the Plan Year for which the
contribution is made.






	3.7.	 	Contribution Due to Mistake of Fact. If a contribution was made due to a mistake of
fact, the amount attributable to the mistake of fact (unadjusted for earnings attributable to
the mistaken amount, but reduced for any losses attributable to the mistaken amount) may
revert to the Company within a one year period after it was contributed. If such reversion
does not occur within such one year period, such mistaken amount shall be held in a suspense
account and used as Company contributions in accordance with the Company’s direction.
	 
	3.8.	 	Nondeductible Overpayment. All contributions to the Plan are conditioned on their
deductibility under Code Section 404. If a nondeductible overpayment is made by the Company,
such overpayment may revert to the Company within a one year period, unadjusted for earnings
attributable to the overpayment, but reduced for any losses attributable to the overpayment.
If a
nondeductible overpayment does not revert within such one year period, such overpayment
shall be held in a suspense account (with no adjustment for gains, losses or interest), and
used as a Company contribution in accordance with the Company’s direction.
	 
	3.9.	 	Individual Accounting. The Committee shall establish and maintain adequate records
disclosing the separate proportionate interest of each Participant in a Trust.




A-14









 











ARTICLE 4.

CONTRIBUTION ALLOCATIONS AND VESTING





	4.1.	 	Allocation of Employee Contributions. 401(k) Contributions and Catch-Up
Contributions made by a Company pursuant to the Participant’s election will be allocated to
the 401(k) Account of the Participant on whose behalf they are made.
	 
	4.2.	 	Company Contributions.






	 	(a)	 	Allocation of Matching Contributions. Matching Contributions will be
allocated to the Matching Account of the Participant on whose behalf they were made
under the terms of the Plan.
	 
	 	(b)	 	Allocation of Discretionary Matching Contributions. Discretionary
matching contributions made pursuant to Section 3.2(b) and forfeitures described in
Section 4.5, if any, will be allocated to the Matching Accounts of Participants pro
rata on the basis of all 401(k) Contributions made during the Plan Year to those
Participants employed on the last day of the Plan Year
	 
	 	(c)	 	Allocation of Discretionary Contributions. Profit sharing
contributions made pursuant to Section 3.2(c) will be allocated to a Participant’s
Employer Account on the basis that the Participant’s Compensation bears to the total of
all Participants’ Compensation.
	 
	 	(d)	 	Allocation of Qualified Nonelective Contributions. If the Company
elects to make a Qualified Nonelective Contribution for a Plan Year, such contribution
will be allocated only to Participants who are Nonhighly Compensated Employees, either
(i) in the ratio that each such Participant’s Compensation bears to the total
Compensation of all such Participants for the Plan Year, or (ii) using another method
of allocation permitted under Treasury Regulation Section 1.401(k)-2(a)(6). Qualified
Nonelective Contributions shall be treated as 401(k) Contributions for all purposes
under the Plan to the extent used to satisfy the ADP test described in Schedule A.
	 
	 	(e)	 	Allocation of Qualified Matching Contributions. If the Company elects
to make a Qualified Matching Contribution for a Plan Year, such contribution will be
allocated only to Participants who are Nonhighly Compensated Employees, either (i) in
the ratio that each Participant’s 401(k) Contributions under Section 3.1(a) for the
Plan Year bears to the total 401(k) Contributions under Section 3.1(a) of all such
Participants for the Plan Year, or (ii) using another method of allocation permitted
under Treasury Regulation Section 1.401(m)-2(a)(6). Qualified Matching Contributions
shall be treated as 401(k) Contributions for all purposes under the Plan to the extent
used to satisfy the ADP test described in Schedule A.
	 
	 	(f)	 	Allocation of Makeup Contribution. A contribution made pursuant to
Section 3.3 will be allocated in accordance with the Committee’s direction to reinstate
a former Participant’s Account or, as necessary, to correct a mistake or omission.




A-15









 






	 	(g)	 	Allocation of Rollover Contribution. A Rollover Contribution made by a
Participant will be allocated to the Participant’s Rollover Account.






	4.3.	 	Limitation on Annual Addition.






	 	(a)	 	Definitions. The following terms used in this section shall have the
following meanings:






	 	(i)	 	The term “Annual Additions” means the sum of (1) the Employer
contributions under the Plan (including elective deferrals to a 401(k) plan)
credited to a Participant for any Limitation Year, (2) forfeitures credited to
a Participant for any Limitation Year, (3) the Participant’s after-tax
Contributions for a Limitation Year, (4) amounts described in Code Sections
415(l)(1) and 419A(d)(2) , and (5) allocations under a simplified employee
pension.
	 
	 	(ii)	 	The term “Dollar Limitation” means $45,000, as adjusted
pursuant to Code Section 415(d).






	 	(b)	 	Limitation on Maximum Annual Additions.






	 	(i)	 	Notwithstanding any provision of the Plan to the contrary, the
Annual Additions credited to a Participant’s Account in any Limitation Year
shall not exceed the lesser of the Dollar Limitation in effect for the
Limitation Year or one hundred percent (100%) of the Participant’s compensation
as defined in Code Section 415(c)(3) for such Limitation Year.
	 
	 	 	 	The compensation limit referred to above shall not apply to any
contributions for medical benefits after separation from service (within the
meaning of Code Sections 401(h) or 419A (f)(2)) which are otherwise treated
as an annual addition.
	 
	 	(ii)	 	If as a result of a reasonable error in estimating a
Participant’s compensation, or under other circumstances approved by the
Commissioner of Internal Revenue, this limitation is exceeded, the
Administrator shall eliminate the excess amount in the following order: (1)
apply the provisions of any other plans to the extent that such provisions
would reduce the excess amount in the Participant’s Account; or (2) distribute
401(k) Contributions and forfeit any Matching Contributions or Discretionary
Matching Contributions attributable thereto made for the year to the extent
that the distribution would reduce the excess amount in the Participant’s
Account.
	 
	 	(iii)	 	If unallocated portions are held in a suspense account at the
time of the complete termination of the Plan and such unallocated portions may
not be allocated as a result of the limitations of this subsection, then such
unallocated portions shall be returned to the Employer.




A-16









 






	 	(iv)	 	If 401(k) Contributions are returned to the Participant under
this subsection, then such returned amounts shall not be included for purposes
of the limitations of Code Section 402(g), the ADP test and the ACP test.






	 	(v)	 	The limitations of this subsection are intended solely to
satisfy the requirements of Code Section 415 and shall at no time prevent the
payment of any benefits not prohibited by the Code or Treasury regulations
issued thereunder.
	 
	 	(vi)	 	For purposes of this section, all defined contribution plans
maintained by Affiliates shall be treated as a single plan whether or not such
plans have been terminated.






	4.4.	 	Vesting.






	 	(a)	 	A Participant shall be vested in his Account under the Plan as follows:






	 	(i)	 	401(k) Account — 100%
	 
	 	(ii)	 	Matching Account and Employer Account:





	 	 	 	 	 
	Years of Service	 	Vested Percentage
	1
	 	 	0	 
	2
	 	 	25	 
	3
	 	 	50	 
	4
	 	 	75	 
	5
	 	 	100	 







	 	(iii)	 	Rollover Account — 100%
	 
	 	(iv)	 	Nonelective Contribution Account — 100%






	 	(b)	 	Notwithstanding the foregoing, if a Participant dies, becomes Totally and
Permanently Disabled or attains age 65 while employed by a Company he or she shall
become 100% vested in his or her Account.
	 
	 	(c)	 	All Service with the Company counts for purposes of vesting under the Plan,
except that any Employee who terminates employment with fewer than two Years of Service
and is later reemployed shall lose those Years of Service for
vesting purposes if the reemployment occurs after such Employee incurs five
consecutive One Year Periods of Severance.






	4.5.	 	Forfeitures. A Participant who terminates employment for any reason will
forfeit his or her non-vested Matching Account and/or Employer Account as of the earlier of
the date the Participant receives a distribution of his or her entire vested Matching and/or
Employer Accounts, or the last day of the Plan Year in which the Participant incurs 5




A-17









 






	 	 	consecutive One Year Periods of Severance. A Participant who has no vested Matching and
Employer Accounts will be deemed to have received a distribution and forfeit his or her said
Matching and Employer Accounts as of the date on which he or she terminated employment.






	 	 	Forfeitures are allocated as a Discretionary Matching Contribution, except as provided in
Section 6.8.




A-18









 











ARTICLE 5.

VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES





	5.1.	 	Valuation of Fund. The Trustee shall value the Trust as of the last Valuation Date
of each Plan Year or such other period as the Trustee determines, and the Trustee shall report
the value of the net worth of the Trust to the Committee in writing upon the completion of the
valuation. In determining the net worth of the Trust, the Trustee shall value the assets at
fair market value as of such Valuation Date and shall deduct from the Trust expenses, charges,
and fees of the Trust unless such expenses, charges, and fees have been guaranteed or
reimbursed by the Company.
	 
	5.2.	 	Daily Valuation. Participants’ Accounts may be valued using a daily valuation method
of accounting. Under the daily valuation method of accounting, all amounts held in the Trust
are invested as a unit or in accordance with the provisions of certain other limited
investment options as allowed by the Committee and the Trustee. As of each Valuation Date,
the Trustee shall adjust each Investment Fund in the Participants’ Accounts (including a
suspense account and any other accounts maintained for daily valuation accounting purposes) in
the following manner (but not necessarily in the same order):






	 	(a)	 	Value at current fair market value the assets of the Trust.
	 
	 	(b)	 	Adjust the Participants’ Account Balances (including any suspense accounts) for
any gain or loss since the last Valuation Date.
	 
	 	(c)	 	Subtract all payments or distributions made from the Participants’ Accounts
since the preceding Valuation Date, including any adjustments for fees and expenses of
the trust charged to the Participants’ Account Balances.
	 
	 	(d)	 	Add the 401(k) Contributions, Matching Contribution, Qualified Non-Matching
and/or Nonelective Contributions or any other contributions made to the Trust since the
last Valuation Date to the appropriate accounts.
	 
	 	(e)	 	Debit or credit, as applicable, the Investment Funds in accordance with a
Participant’s change in investment election pursuant to Article 9.






	 	 	Notwithstanding the foregoing, if the Plan holds an asset that cannot be valued readily on a
daily basis, the Committee and the Trustee may treat that asset separate and apart from the
daily valuation accounting and may value that asset at such time or times as deemed
necessary, but at least annually.




A-19









 











ARTICLE 6.

PAYMENT OF BENEFITS





	6.1.	 	Distribution of Benefits. If a Participant separates from service or becomes
Disabled, the Participant’s vested Account Balance shall be payable in accordance with this
Article.
	 
	6.2.	 	Amount, Time and Method of Payment.






	 	(a)	 	When a Participant’s vested Account Balance becomes payable, a distribution of
the vested Account Balance, valued as of the Valuation Date preceding distribution,
will be made to the Participant with the Participant’s consent as soon as
administratively practicable in accordance with this Article.
	 
	 	(b)	 	If consent is required and the Participant does not consent to a distribution,
the Account Balance will remain invested under the Plan, subject to the Participant’s
right to direct the investment of the Account.
	 
	 	(c)	 	If a Participant receives a distribution, any contributions credited to the
Participant’s Account subsequent to such distribution shall become distributable as of
their allocation to the extent vested.
	 
	 	(d)	 	Distribution of a Participant’s vested Account Balance shall begin no later
than sixty (60) days after the end of the Plan Year in which occurs the later of:






	 	(i)	 	the Participant’s attainment of age 65,
	 
	 	(ii)	 	the tenth anniversary of the Participant’s participation in the
Plan, or
	 
	 	(iii)	 	the Participant’s termination of employment with the Company.






	 	(e)	 	Method of Payment. When a Participant’s vested Account is
distributable, a Participant has the right to elect in writing, on a form approved by
and filed with the Committee, to have his or her vested Account Balance distributed in
a single lump sum payment.






	6.3.	 	Small Benefit Payments. Effective for distributions made on and after March 28,
2005, notwithstanding Section 6.2, if the Participant’s vested Account Balance is $1,000 or
less, the Committee will pay the Participant or designated Beneficiary (if the benefit payable
is a death benefit) the value of the Account Balance in a lump sum payment as soon as
administratively practicable, without the consent of the Participant.
	 
	 	 	If the Participant’s vested Account Balance is greater than $1,000 and equal to or less
than $5,000 and if the Participant does not elect to receive the distribution directly or
have such Account Balance paid as a direct rollover to an Eligible Retirement Plan specified
by the Participant, then the Committee will pay the distribution in a direct rollover to an
individual retirement account designated by the Committee.
	 
	 	 	The value of a Participant’s vested Account Balance shall be determined without regard 




A-20









 






	 	 	to that portion of the Account Balance that is attributable to rollover contributions (and
earnings applicable thereto) within the meaning of Code Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the Participant’s Account
Balance as so determined is $1,000 or less, the Plan shall immediately distribute the
Participant’s entire vested Account Balance.






	6.4.	 	Minimum Distribution Rules. The Trustee must distribute or commence distribution of
a Participant’s entire interest in his or her Account no later than the Required Beginning
Date. Notwithstanding any provision in the Plan to the contrary, required minimum
distributions will be determined and made in accordance with Article 15.
	 
	6.5.	 	Election of Direct Rollover. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee’s election, a Distributee may elect, at the
time and in the manner prescribed by the Committee, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.
	 
	6.6.	 	Definitions.






	 	(a)	 	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 joint life expectancies) of the Distributee and the Distributee’s designated
beneficiary, or for a specified period of ten years or more; any distribution to the
extent such distribution is required under Code Section 401(a)(9); the portion of any
distribution that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities) and any
hardship withdrawal distributed in accordance with Section 8.1.
	 
	 	(b)	 	Eligible Retirement Plan. An Eligible Retirement Plan is an individual
retirement account described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code Section 403(a), an
annuity contract described in Code Section 403(b), an eligible plan under Code Section
457(b) 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, which agrees to separately account for amounts transferred into such plan
from this Plan, or a qualified trust described in Code Section 401(a) that accepts
the Distributee’s Eligible Rollover Distribution. The definition of Eligible
Retirement Plan shall also apply to a Surviving Spouse, or to a Spouse or former
spouse, who is the alternate payee under a Qualified Domestic Relations Order, as
defined in Code Section 414(p).
	 
	 	(c)	 	Distributee. A Distributee includes an Employee or former Employee.
In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or
former Employee’s Spouse or former Spouse who is the alternate 




A-21









 






	 	 	 	payee under a Qualified
Domestic Relations Order are Distributees with regard to the interest of the Spouse or
former Spouse.






	 	(d)	 	Direct Rollover. A Direct Rollover is a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.






	6.7.	 	Qualified Domestic Relations Order Payments. A domestic relations order relating to
benefits under this Plan shall be reviewed by the Committee in accordance with the Committee’s
QDRO procedures. The Committee shall establish procedures for processing domestic relations
orders and determining the qualified status of any such order in accordance with IRS guidance,
rulings or regulations. If the order is a Qualified Domestic Relations Order received by this
Plan, the Committee will authorize payment to the alternate payee pursuant to the terms of the
Qualified Domestic Relations Order as soon as administratively practicable without regard to
the time distribution would be made with respect to the affected Participant.
	 
	6.8.	 	Reemployment. If a former Participant who received a lump sum distribution from the
Plan upon termination of employment is reemployed, such Participant shall have the right to
have the nonvested portion of his or her Account Balance that was forfeited restored upon
repayment to the Plan of the full amount of the distribution. To receive a restoration of the
forfeited amount, the repayment must be made before the Participant incurs five consecutive
One Year Periods of Severance. If a former Participant who was deemed to have received a
distribution is reemployed before incurring five consecutive One Year Periods of Severance,
such Participant will be considered to have repaid the deemed distribution as of the date of
reemployment.
	 
	 	 	The restoration allocation will be in the amount of the forfeiture and will not be adjusted
for gains or losses which occurred after the forfeiture arose. The restoration of such
forfeited amount shall be made first from forfeitures arising under Section 4.5, then, if
necessary, by an additional Company contribution.






A-22












 





ARTICLE 7.

DEATH BENEFITS





	7.1.	 	Death Benefits. A Participant’s Account Balance is payable upon his or her death prior to commencement of
benefit payments to the Participant’s Beneficiary determined in accordance with Section 7.2,
exclusive of any portion of the Account subject to a Qualified Domestic Relations Order.
	 
	7.2.	 	Designation of Beneficiary. If a Participant is not married, he or she may file a designation of Beneficiary with the
Committee. The designated Beneficiary shall be entitled to receive any death benefit payable
under the Plan in accordance with Section 7.1. If a Participant is married at the time of his
or her death, the Beneficiary of such deceased Participant will be the Participant’s Surviving
Spouse, unless the Participant has filed a Qualified Designation of Beneficiary with the
Committee. A “Qualified Designation of Beneficiary” means a form provided by the Committee on
which the Participant’s Spouse consents in writing to the designation of a Beneficiary other
than the Spouse. The written consent must be witnessed by a Notary Public. A Spouse’s
consent is irrevocable when given. A Qualified Designation of Beneficiary may be revoked at
any time by the Participant and a new Qualified Designation of Beneficiary filed with the
Committee. If the Surviving Spouse or designated Beneficiary predeceases the Participant and
no contingent beneficiary is named, or if there is no valid designation of Beneficiary
executed by a Participant, the death benefit payable under this section will be paid to the
Participant’s estate.
	 
	7.3.	 	Time and Method of Payment.






	 	(a)	 	Distributions that began before death. If the Participant dies after
distribution of his or her Account Balance has begun, the remaining portion will
continue to be distributed at least as rapidly as under the method of distribution
being used prior to the Participant’s death.
	 
	 	(b)	 	Distribution beginning after death. If the Participant dies before
distribution of his or her Account Balance has begun, distribution of the Participant’s
entire interest shall be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death, except to the extent that an election is
made to receive distributions in accordance with (i) or (ii) below:






	 	(i)	 	if any portion of the Participant’s interest is payable to a
designated Beneficiary, distributions may be made over a period certain not
greater than the life expectancy of the designated Beneficiary commencing on or
before December 31 of the calendar year immediately following the calendar year
in which the Participant died;
	 
	 	(ii)	 	if the designated Beneficiary is the Participant’s Surviving
Spouse, the date distributions are required to begin in accordance with (i)
above shall not be earlier than the later of (1) December 31 of the calendar year
immediately following the calendar year in which the Participant died, or




A-23









 












	 	 	 	(2) December 31 of the calendar year in which the Participant would have
attained age 701/2.






	 	 	 	If the Participant has not made an election pursuant to this Section 7.3(b) by the
time of his or her death, the Participant’s designated Beneficiary must elect the
method of distribution no later than the earlier of (A) December 31 of the calendar
year in which distributions would be required to begin under this section, or (B)
December 31 of the calendar year which contains the fifth anniversary of the date of
death of the Participant. If the designated Beneficiary does not elect a method of
distribution, distribution of the Participant’s entire interest will be paid in a
lump sum by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.
	 
	 	(c)	 	For purposes of Section 7.3(b) above, if the Surviving Spouse dies after the
Participant, but before payments to such Spouse begin, the provisions of Section
7.3(b), with the exception of paragraph (ii) therein, shall be applied as if the
Surviving Spouse were the Participant.
	 
	 	(d)	 	Death benefit distributions shall be made in accordance with Code Section
401(a)(9) and applicable IRS guidance, rulings and regulations.
	 
	 	(e)	 	Distributions shall be made in accordance with Section 6.3 if the Participant’s
Account Balance is $5,000 or less as determined under that Section.




A-24









 











ARTICLE 8.

IN-SERVICE WITHDRAWALS BY PARTICIPANTS





	8.1.	 	Hardship Withdrawals from 401(k) Account. A Participant may request a distribution of his or her 401(k) Contributions in the event of
hardship. For the purposes of this section, a distribution is made on account of hardship
only if the distribution is made both on account of an immediate and heavy financial need of
the Participant and is necessary to satisfy the financial need. This section is intended to
comply with Internal Revenue Service regulation §1.401(k)-1(d)(2) and will be interpreted and
applied in accordance with that regulation.






	 	(a)	 	The following are the only financial needs considered immediate and heavy:






	 	(i)	 	Expenses for medical care (described in Code Section 213(d)
previously incurred by the Participant, the Participant’s Spouse, or any
dependent of the Participant (as defined in Code Section 152, without regard to
Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) or amounts necessary for these
persons to obtain such medical care;
	 
	 	(ii)	 	Costs directly related to the purchase of a principal residence
for the Participant (excluding mortgage payments);
	 
	 	(iii)	 	Payment of tuition and related educational fees for the next
12 months of post-secondary education for the Participant, the Participant’s
Spouse, children or dependents (as defined in Code Section 152, without regard
to paragraphs (b)(1), (b)(2) and (d)(1)(B));
	 
	 	(iv)	 	Payments necessary to prevent the eviction of the Participant
from, or a foreclosure on the mortgage of, the Participant’s principal
residence;
	 
	 	(v)	 	Payments for funeral or burial expenses for the Participant’s
deceased parent, Spouse, child or dependent (as defined in Code Section 152,
without regard to paragraph (d)(1)(B));
	 
	 	(vi)	 	Expenses to repair damage to the Participant’s principal
residence that would qualify for a casualty loss deduction under Code Section
165 (determined without regard to whether the loss exceeds 10 percent of
adjusted gross income); or
	 
	 	(vii)	 	Any other financial need considered immediate and heavy under
IRS regulations, rulings, notices or other documents of general applicability.






	 	(b)	 	When a Participant takes a hardship distribution, he or she will be suspended
from making elective deferrals to any 401(k) plan maintained by the Company or an
Affiliate for six months following receipt of the hardship distribution.
	 
	 	(c)	 	A distribution will be considered as necessary to satisfy an immediate and
heavy financial need of the Participant only if:




A-25









 












	 	(i)	 	The Participant has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Company; and
	 
	 	(ii)	 	The distribution is not in excess of the amount of the
immediate and heavy financial need (including amounts necessary to pay any
federal, state or local income taxes or penalties reasonably anticipated to
result from the distribution).






	8.2.	 	Withdrawal from Rollover Account. Upon written notice to the Committee, a Participant may withdraw all or part of his or her
Rollover Account.
	 
	8.3.	 	Withdrawals after Age
591/2.
Upon written notice to the Committee, a Participant who has attained
age
591/2 may withdraw
all or part of his or her Account.
	 
	8.4.	 	Limitations on Withdrawals.






	 	(a)	 	No distribution will be made under this Article which will result in a
distribution amount of less than $500 or the total amount available for withdrawals, if
less. This limitation is applicable to each type of account and is not an aggregate
limitation.
	 
	 	(b)	 	In the case of a partial withdrawal made by a Participant having an interest in
more than one Investment Fund, the amount withdrawn from each Investment Fund shall be
in the same proportion as the value of his interest in each such Investment Fund
immediately preceding such withdrawal bears to the total value of the account from
which the withdrawal is made.






	8.5.	 	Automated Withdrawals. The written notice for a withdrawal is not required in the event a withdrawal is processed
through an automated voice response unit or similar automated method provided by the Plan’s
recordkeeper in accordance with the recordkeeper’s procedures.
	 
	8.6.	 	Special Rules for Qualified Hurricane Distributions. Notwithstanding anything in the Plan to the contrary, the Plan will permit Qualified
Hurricane Distributions. The following provisions shall apply effective August 25, 2005:






	 	(a)	 	A Qualified Hurricane Distribution is






	 	(i)	 	any distribution made on or after August 25, 2005, and before
January 1, 2007, to a Participant whose principal residence on or after August
25, 2005, was in the Hurricane Katrina disaster area and who has sustained an economic loss by reason of Hurricane Katrina; or
	 
	 	(ii)	 	any distribution made on or after September 23, 2005, and
before January 1, 2007, to a Participant whose principal residence on or after
September 23, 2005, was in the Hurricane Rita disaster area and who has
sustained an economic loss by reason of Hurricane Rita; or




A-26









 












	 	(iii)	 	any distribution made on or after October 23, 2005, and before
January 1, 2007, to a Participant whose principal residence on or after October
23, 2005, was in the Hurricane Wilma disaster area and who has sustained an
economic loss by reason of Hurricane Wilma.






	 	(b)	 	The aggregate amount of Qualified Hurricane Distributions received by any
Participant in a taxable year and all prior taxable years shall not exceed $100,000.
	 
	 	(c)	 	A Participant who receives a Qualified Hurricane Distribution has the right at
any time during a three year period commencing on the day after the Qualified Hurricane
Distribution is received to make one or more contributions that do not exceed the
amount of such distribution to the Plan or any other Eligible Retirement Plan within
the meaning of Code Section 402(c)(8)(B).
	 
	 	(d)	 	A Participant who receives a Qualified Hurricane Distribution may elect to have
any amount required to be included in gross income for such taxable year, to instead be
included in income ratably over the three year period beginning with such taxable year.
	 
	 	(e)	 	The 10% additional tax on early distributions under Code Section 72(t) shall
not apply to any Qualified Hurricane Distribution.
	 
	 	(f)	 	Qualified Hurricane Distributions shall not be treated as Eligible Rollover
Distributions for purposes of Code Sections 401(a)(31), 402(f), and 3405.




A-27









 











ARTICLE 9.

INVESTMENT OF TRUST ASSETS — PARTICIPANT

DIRECTED INVESTMENTS





	9.1.	 	Participant Directed Investments. Each Participant has the right to direct the investment of his or her Account. A
Participant’s investment direction is limited to the Investment Funds selected by the
Committee. For this purpose, the term Investment Fund shall include an individually directed
brokerage account offered under the Plan.
	 
	 	 	A Participant’s investment direction shall be made in accordance with the procedures
established by the Committee and/or the Trustee governing the manner and method in which
such direction may occur. The Participant may change his or her investment selections and
make transfers among Investment Funds at such times as are permitted by the Trustee and the
Committee in accordance with the procedures and rules established by the Trustee and the
Committee.
	 
	 	 	Notwithstanding the foregoing, the Trust may have one or more assets which are not subject
to individual direction and, shall be invested in accordance with the Trustee’s directions.
In this event the Plan shall maintain appropriate records to determine each Participant’s
undivided interest in such asset or assets.
	 
	 	 	If a Participant has not provided investment direction, the Committee shall determine the
default investment in which the Participant’s Account shall be invested.
	 
	9.2.	 	Voting Rights. Voting rights with respect to stock or other securities in the respective Investment Funds
may be exercised by the Trustee or by such proxy as the Trustee may elect.




A-28









 











ARTICLE 10.

PLAN ADMINISTRATION





	10.1.	 	Establishment of the Employee Benefits Committee. The general administration of the Plan and the responsibility for carrying out its
provisions shall be placed in the Employee Benefits Committee. The Committee is the plan
administrator (within the meaning of Section 3 of ERISA and Code Section 414(g)) with such
authority, responsibilities and obligations as ERISA and the Code grant to and impose upon
persons so designated. For purposes of ERISA, the Committee shall be a “named fiduciary”
under the Plan. If no Committee is appointed by the Board of Directors of the Employer, the
Employer shall be the plan administrator and named fiduciary of the Plan and shall have all
the rights, duties and powers of the Committee set forth in this Article.
	 
	 	 	Any member of the Committee may resign by delivering a written resignation to the secretary
of the Committee. Such resignation shall be effective thirty (30) days after the date the
notice is received, or on an earlier date designated by majority vote of the Committee’s
remaining members.
	 
	 	 	No member of the Committee who is also an Employee receiving regular compensation as such
shall receive any compensation for his or her services as a member of the Committee. No
bond or other security shall be required of any member of the Committee in any jurisdiction.
No member of the Committee shall, in such capacity, act or participate in any action
directly affecting his or her own benefits under the Plan other than an action which affects
the benefits of Participants generally or groups of Participants.
	 
	10.2.	 	Powers of the Employee Benefits Committee. The powers of the Committee include, but are not limited to, the following:






	 	(a)	 	establishing its own rules for governance and determining the times and places
for holding meetings of the Committee and the notice to be given of such meetings;
	 
	 	(b)	 	employing such agents and assistants, such counsel (who may be counsel to the
Company), and such clerical, medical, accounting, actuarial and investment services or
advisers as the Committee may require in carrying out the provisions of the Plan;
	 
	 	(c)	 	authorizing one or more of their number or any agent to make any payment, or to
execute or deliver any instrument, on behalf of the Committee, except that all
requisitions for funds from, and requests, directions, notifications and instructions
to the trustee of the Plan shall be signed by at least two members of the Committee;
	 
	 	(d)	 	in its discretion, establishing one or more subcommittees as it deems
appropriate, and delegating any power or duty granted to the Committee to any such
subcommittee;




A-29









 












	 	(e)	 	appointing and removing the Trustee of the Plan pursuant to the terms of the
trust agreement;
	 
	 	(f)	 	receiving and reviewing reports from the Trustee of the Plan as to the
financial condition of the Trust, including its receipts and disbursements;
	 
	 	(g)	 	executing and filing with the appropriate governmental agencies such
registration and other statements, forms, applications, notifications, and other
documents or information as the Committee may from time to time deem necessary or
appropriate in connection with the Plan;
	 
	 	(h)	 	amending the Plan to the extent it is authorized to do so by the Board or the
terms of the Plan; and
	 
	 	(i)	 	directing the Trustee, or appointing one or more investment managers to direct
the Trustee, subject to the conditions set forth in the trust agreement and in this
article, in all matters concerning the investment of the Trust;






	10.3.	 	Duties and Authority of the Employee Benefits Committee.






	 	(a)	 	The Committee shall have the general responsibility for administering the Plan
and carrying out its provisions. Subject to the limitations of the Plan, the Committee
from time to time shall establish rules for the administration of the Plan and the
transaction of its business and shall promulgate such rules as may be necessary to
effectuate the Plan’s funding and investment policy. The Committee, in its sole
discretion, shall determine all matters of administration and Plan interpretation and
the amounts of and rights to benefits payable under the Plan. Provided however, to the
extent the Committee delegates its discretion to determine matters of administration,
interpretation and amounts of and rights to benefits payable under the Plan to a
subcommittee such subcommittee shall have the sole discretion to make such
determinations.
	 
	 	(b)	 	It shall be the duty of the Committee to notify the Trustee in writing of the
amount of any benefit which shall be due to any Participant and in what form and when
such benefit is to be paid.
	 
	 	(c)	 	The responsibility for the formulation of the general investment practices and
policies of the Plan and its related Trust and for effectuating such practices and
policies is placed with the Committee.






	10.4.	 	Actions by the Committee or a Subcommittee. The majority of the members of the Committee, but no fewer than two, or a subcommittee
established pursuant to Section 10.2(d) (a “Subcommittee”) shall constitute a quorum for the
transaction of business at any meeting. Resolutions or other actions made or taken by the
Committee or subcommittee shall require the affirmative vote of a majority of the members of
the Committee or subcommittee attending a meeting, or by a majority of members in office by
writing without a meeting.




A-30









 












	10.5.	 	Indemnification. To the extent not contrary to ERISA or applicable state law, the Employer shall indemnify
the Committee and its members and any other director, officer or employee of a company who is
designated to carry out any responsibilities under the Plan for any liability, joint and/or
several, arising out of or connected with their duties hereunder to the fullest extent
permitted by law except where the conduct of the individual constitutes gross negligence or
willful misconduct as determined in the sole discretion of the Employer.






	10.6.	 	Benefit Application and Claims Procedure.






	 	(a)	 	A Participant or Beneficiary shall apply for benefits by filing with the
Committee a signed, written request specifically identifying the benefits requested and
describing all facts and circumstances entitling him or her to payment. A written
request is not required if distribution is processed through an automated voice
response unit or similar automated method provided by the Plan’s recordkeeper in
accordance with the recordkeeper’s procedures.
	 
	 	(b)	 	Within 90 days (45 days if the application is for disability benefits) after
receipt of such an application, the Committee shall notify the applicant of its
decision. If special circumstances require an extension of time, the Committee shall
notify the applicant of such circumstances within 90 days (30 days for disability
claims) after receipt of the application, and the Committee shall thereafter notify the
applicant of its decision within 180 days (105 days for disability claims) after
receipt of the application. If the application is denied in whole or in part, the
Committee’s notice of denial shall be in writing and shall state:






	 	(i)	 	the specific reasons for denial with specific reference to
pertinent Plan provisions upon which the denial is based;
	 
	 	(ii)	 	the specific references to the pertinent provisions of the Plan
upon which the denial is based;
	 
	 	(iii)	 	a description of any additional materials or information
necessary for the applicant to perfect his or her claim and an explanation of
why the materials or information are necessary;
	 
	 	(iv)	 	an explanation of the Plan’s claim review procedure set forth
in this section; and
	 
	 	(v)	 	notice of the applicant’s right to bring a civil action under
Section 502 (a) of ERISA if the applicant appeals and the appeal is denied.






	 	(c)	 	During the 60 day period (180 day period for disability claims) following an
applicant’s receipt of a notice of denial of his or her application for benefits, the
applicant or his or her duly authorized representative may review pertinent documents
and within 60 days (180 days for disability claims) submit a written request to the
Committee for an appeal of the denial. An applicant requesting an appeal, or his or
her duly authorized representative, may submit issues and




A-31









 












	 	 	 	comments in writing to the Committee. The Committee shall consider the merits of the applicant’s presentations,
the merits of any facts or evidence in support of the denial of benefits, and such
other facts and circumstances as the Committee shall deem relevant; and shall render a
decision as to the merit of the appeal and the claim. Within 60 days (45 days for
disability claims) after receipt of the request for appeal, the Committee shall issue a
written decision to the applicant. If special circumstances require an extension of
time, the Committee shall issue a written decision no later than 120 days (90 days for
disability claims) after receipt of the request for appeal.
	 
	 	 	 	Notwithstanding the foregoing, if the claim relates to disability, the review of the
claim will be handled completely independently of the findings and decision made
regarding the initial claim and will be processed by an individual who is not a
subordinate of the individual who denied the initial claim. If the claim requires
medical judgment, the individual handling the appeal will consult with a medical
professional who was not consulted regarding the initial claim and who is not a
subordinate of anyone consulted regarding the initial claim and that medical
professional will be identified to the applicant.
	 
	 	 	 	The Committee’s decision shall state:






	 	(i)	 	specific reasons for the denial;
	 
	 	(ii)	 	specific references to the pertinent provisions upon which the
decision is based;
	 
	 	(iii)	 	notice that the applicant is entitled to receive, upon request
and free of charge, copies of all documents, records and other information
relevant to the applicant’s claim for benefits; and
	 
	 	(iv)	 	notice of the applicant’s right to bring an action under
Section 502(a) of ERISA.






	10.7.	 	Responsibilities of Named Fiduciaries Other than the Committee. The Trustee shall have such responsibilities with
respect to the operation of the Plan as are set forth
in the trust agreement. Any investment adviser which
the Committee may employ shall have the responsibility
to direct the Trustee in investing and reinvesting the
Trust (or that portion thereof specified by the
Committee in the instrument appointing such adviser)
and to report the book value and fair market value of
each asset in the Trust (or such portion thereof) to the Committee
periodically, as such responsibilities may be more
fully described in the trust agreement.
	 
	10.8.	 	Allocation of Responsibilities. The description of the responsibilities and powers of the Committee and the description of
the responsibilities of the Trustee contained in the foregoing provisions of this article
shall constitute, for purposes of ERISA, procedures for allocating responsibilities operation
and administration of the Plan among the named fiduciaries.




A-32









 












	10.9.	 	Designation of Persons to Carry Out Responsibilities of Named Fiduciaries. The Committee, the Trustee and any investment adviser which the Committee employs may,
except as to responsibilities involving management and control of assets held in the Trust,
designate one or more other persons to carry out any or all of their respective
responsibilities under the Plan, provided that such designation shall be made in writing,
filed with the Plan’s records and made available for inspection upon request by any
Participant or Beneficiary under the Plan.
	 
	10.10.	 	Payment of Expenses. All expenses that shall arise in connection with the administration of a Plan and Trust,
including, but not limited to, the compensation of the Trustee and of any recordkeeper,
accountant, counsel, investment adviser, other expert or other person who shall be employed by
the Committee in connection with the administration thereof, shall be paid from the Trust,
unless paid by the Company; provided, however, that no person who is employed by the Company
shall receive any compensation from the Plan except for reimbursement of expenses properly and
actually incurred.




A-33









 











ARTICLE 11.

PLAN ADOPTION, AMENDMENT OR TERMINATION





	11.1.	 	Amendment of Plan.






	 	(a)	 	The Employer reserves the right to terminate the Plan or to modify, alter or
amend the Plan from time to time as it may, in its sole and complete discretion, deem
advisable, including, but without limiting the generality of the foregoing, any
amendment deemed necessary to qualify or to ensure the continued qualification of the
Plan under the Code. The foregoing right shall be exercised only by action of the
Employer’s Board of Directors or other entity authorized to act for the Employer or by
action of an officer of the Employer with later ratification by the Employer’s Board,
if necessary.
	 
	 	(b)	 	Notwithstanding Section 11.1(a), the Committee, by a written instrument, duly
executed by a majority of its members, may make, on behalf of the Employer’s Board of
Directors,






	 	(i)	 	any amendment that may be necessary or desirable to ensure the
continued qualification of the Plan and its related Trust under the Code or
which may be necessary to comply with the requirements of ERISA, or any
regulations or interpretations issued by the Department of Labor or the
Internal Revenue Service with respect to the requirements of ERISA or the Code,
or
	 
	 	(ii)	 	any amendment that is required by the provisions of a
collective bargaining agreement between a Company and its employees.






	11.2.	 	Merger. In the case of any merger or consolidation of a Plan with, or any transfer of the assets or
liabilities of a Plan to any other plan qualified under Code Section 401, the terms of such
merger, consolidation or transfer shall be such that each Participant in the Plan would
receive (in the event of termination of the Plan or its successor immediately thereafter) a
benefit which is no less than the benefit which such Participant would have received in the
event of termination of the Plan immediately before the merger, consolidation or transfer.
	 
	11.3.	 	Form of Amendments. Any amendment to the provisions of this instrument shall be evidenced by separate amendment
which is made a part of this Plan or by a restatement of the Plan in its entirety.
	 
	11.4.	 	Acceptance of Transferred Assets. In the event of a merger into this Plan of any other plan qualified under Section 401(a) of
the Code, the Trustee may accept amounts transferred on behalf of a Participant from such
other plan, provided that the Trustee is authorized to do so by the Employer.
	 
	11.5.	 	Plan to Plan Transfers. Notwithstanding any other provisions of this Plan, in the event a Company or a division of
the Employer or of a Company ceases to participate under this Plan (ex-Company) and
establishes a successor to this Plan for its Participants and the




A-34









 












	 	 	Plan Administrator directs a plan to plan transfer, the Trustee at the direction of the Plan Administrator, shall transfer
all Accounts to which Participants employed by the formerly participating Company are entitled
under this Plan to another plan forming a part of a pension, profit sharing or stock bonus
plan maintained by the formerly participating Company (or a member of its controlled group)
and which meets the requirements of Code Section 401(a), provided that the plan to which such
transfers are made permits the transfer to be made. All transfers to another qualified plan
of a formerly participating Company (or a member of its controlled group) shall be made in
cash or in kind, as determined by the Plan Administrator in its sole discretion. In
accordance with procedures established by the Plan Administrator, in the Plan Administrator’s
sole discretion, during the time period when Investment Funds are being liquidated to
effectuate the plan to plan transfer, no investment direction changes may be made. No such
transfer shall decrease the accrued benefit of any Participant or otherwise deprive a
Participant of any rights that are protected by Section 411(d)(6) of the Code.
	 
	11.6.	 	Plan Termination or Partial Termination. Upon termination of the Plan, Participants shall become fully vested in their Account
Balances. Upon partial termination of the Plan affected Participants shall become fully
vested in their Account Balances. Upon the complete or partial termination of the Plan, the
Trustee shall, in accordance with written instructions of the Employer, either (a) distribute
to such Participants their Account Balances after payment of any expenses properly changeable
to such interests, provided such Account Balances are properly distributable, (b) continue to
hold and administer their Accounts in the Plan in accordance with the terms of the Plan, or
(c) transfer all or part of the funds to a new plan and trust. Provided further, if the Plan
does not provide for employee contributions, but only provides for discretionary profit
sharing contributions, then upon complete discontinuance of such discretionary profit sharing
contributions, Participants shall be fully vested in their Account Balances .




A-35









 











ARTICLE 12.

TRUST FUND AND THE TRUSTEE





	12.1.	 	Trust and Trustee. A Trust has been created and will be maintained for the purpose of the Plan, and the corpus
thereof will be invested in accordance with the terms of the Plan and Trust. The Committee
shall select a Trustee or Trustees to hold and invest the Trust in accordance with the terms
of a trust agreement or agreements and/or other contract(s). A Trustee shall be an
individual, a bank or trust company incorporated under the laws of the United States or of any
state and qualified to operate as a trustee or shall be a legal reserve life insurance
company. The Committee may, from time to time, change the Trustee(s) then serving under the
trust agreement and/or other contract to another Trustee(s), to elect to terminate the Trust
and/or other contract and hold the Plan assets in multiple trusts or in any other method
acceptable under Act.
	 
	12.2.	 	Assets of the Trust. Any contributions made to the Plan shall be paid to the Trustee(s) and held in a Trust or
Trusts. The Trust(s) shall be held for the exclusive benefit of the Plan’s Participants and
their Beneficiaries and shall be used to pay benefits to such persons and to pay
administrative expenses of the Plan and Trust to the extent such administrative expenses are
not paid by the Company. Assets of the Trust(s) shall never revert or inure to the benefit of
the Company, except that contributions may be returned to the Company as provided in Sections
3.7 and 3.8.




A-36









 











ARTICLE 13.

MISCELLANEOUS





	13.1.	 	Limitation of Assignment. No benefit payable under the Plan to any person shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, and any attempt
to anticipate, alienate, sell, transfer, assign, pledge or encumber a benefit shall be void;
and no such benefit shall in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person, nor shall it be subject to attachment or
legal process for, or against, such person, and the same shall not be recognized under the
Plan, except to such extent as may be required by law. Notwithstanding the above, this
section shall not apply to a Qualified Domestic Relations Order and benefits may be paid
pursuant to the provisions of such an order.
	 
	13.2.	 	Legally Incompetent Distributee. Whenever any benefit payable under the Plan is to be paid to or for the benefit of any
person who is then a minor or determined to be incompetent by qualified medical advice, the
Committee need not require the appointment of a guardian or custodian, but is authorized, in
its sole discretion, to cause the benefit (a) to be paid to the person having custody of such
minor or incompetent, without intervention of a guardian or custodian, (b) to pay the benefit
to a legal guardian or custodian of such minor or incompetent if one has been appointed, or
(c) to use the payment for the benefit of the minor or incompetent.
	 
	13.3.	 	Unclaimed Payments. If the Committee is unable, after reasonable and diligent effort, to locate a Participant,
Spouse, or Beneficiary who is entitled to payment under the Plan, the payment due such person
may be forfeited after three years. If such person later files a claim for such benefit, and
is determined by the Committee to have a legal right to the benefit, the benefit shall be
reinstated (without gain or earnings). Forfeitures arising under this Section 13.3 shall be
used to offset Matching Contributions.
	 
	13.4.	 	Notification of Addresses. As a condition of participation in this Plan, Participants are required to provide a current
address and other information requested for the administration of the Plan. Each Participant
and Beneficiary shall from time to time file with the Committee in writing his or her address
or any change of address. Any communication, statement, or notice mailed to the last address
filed with the Committee, or if no such address was filed with the Committee, to the last
address shown on the Company’s records, will be binding on the Participant or Beneficiary for
all purposes, and neither the Committee nor the Company shall be obliged to search for or
ascertain the whereabouts of any Participant or Beneficiary.
	 
	13.5.	 	Notice of Proceedings and Effect of Judgment. In any application, proceeding or action in any court, no Participant or other person having
any interest in the Plan shall be entitled to any notice or service of process except as
required by law. Any judgment or decree entered on account of such application, proceeding or
action shall be binding and conclusive upon all persons claiming under this Plan.
	 
	13.6.	 	Severability. If any provisions of a Plan are held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining parts of the Plan, and it shall be construed and
enforced as if the illegal and invalid provisions were not included.




A-37









 












	13.7.	 	Limitation of Rights. Participation in the Plan shall not give any Employee any right or claim except to the
extent that such right is specifically fixed under the terms of the Plan. The adoption of the
Plan by a Company shall not be construed to give any Employee a right to continue in the
employ of a Company or to interfere with the right of a Company to terminate the employment of
the Employee at any time.
	 
	13.8.	 	Controlling Law. The laws of the State of Louisiana shall be the controlling state law in all matters
relating to the Plan and shall apply to the extent not preempted by the laws of the United
States of America.
	 
	13.9.	 	Errors in Payment. If any error shall result in the payment to a Participant or other person of more or less
than he/she would have received but for such error, the Committee shall be authorized to
correct such error and to adjust the payments to the extent possible in such manner as the
Committee determines or, in its discretion, seek restitution from the Participant, former
Participant or other person, provided, however, that the Committee need not seek restitution
if the Committee determines that doing so would not be cost effective or is otherwise
contradicted.
	 
	13.10.	 	USERRA and Code Section 414(u) Compliance. Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994,
contributions, benefits, service credit and other rights under the Plan of a Participant with
respect to qualified military service will be provided in accordance with Code Section 414(u).
	 
	13.11.	 	Loans. The Company authorizes the Trustee to make loans to a Participant subject to the following
terms and conditions:






	 	(a)	 	Loans shall be made available to all Participants who are current Employees on
an equal basis upon completion of application forms provided by the Committee
and in accordance with the written loan program established by the Committee. Loans
shall be available on a nondiscriminatory basis upon completion of the application
form and are based on the Participant’s vested balances in his or her Account.
Loans shall not be made available to Participants who are Highly Compensated
Employees, officers, or shareholders in percentage amounts greater than the
percentage amounts of the values described in paragraph (b) below made available to
other Participants;
	 
	 	(b)	 	The principal amount of a loan to a Participant pursuant to this section may
not exceed the lesser of (i) $50,000 (reduced by the highest outstanding balance of
loans during the twelve (12) month period ending on the day before the date on which
the loan was made), or (ii) fifty (50) percent of the Participant’s vested Accounts
Balance.
	 
	 	(c)	 	Loans shall be made at an interest rate equal to the prevailing interest rate
charged by institutions in the business of lending money.
	 
	 	(d)	 	Principal and interest on loans shall be repaid in equal installments over a
period not to exceed five (5) years according to nondiscriminatory rules established by
the Committee, provided, however, that the principal and interest on a loan which




A-38









 












	 	 	 	is to be used to acquire a principal residence of the Participant may be repaid in equal
installments over a period not to exceed ten (10) years.






	 	(e)	 	The loan obligation of the Participant shall be evidenced by a promissory note
which shall contain the terms of repayment and such other terms and provisions as may
be necessary or advisable;
	 
	 	(f)	 	The obligation of the Participant shall be adequately secured, as determined by
the Committee and such security may include up to fifty (50) percent of the vested
balance of the Account maintained for the Participant in the Plan.






	 	 	The Committee may prescribe such additional rules and procedures as it may deem appropriate,
including, without limitation, rules and procedures by which the making of loans to
Participants or to any class of Participants may be terminated, suspended, or restricted, if
and to the extent deemed by the Committee to be necessary or desirable in order to effect
compliance with applicable laws and regulations, pursuant to a Participant loan program
which shall be established in writing and which when properly executed is hereby
incorporated by reference and made a part of the Plan. The loan program may be amended by
the Committee, without the need to amend the Plan.






	13.12.	 	Headings and Use of Words. Headings are for convenience in referencing only and are not to be used in interpretation of
the Plan. The use of a masculine term shall include the feminine where applicable. Whenever
the context of the Plan dictates, the plural shall be read as the singular and the singular
shall be read as the plural.




A-39









 











ARTICLE 14.

TOP-HEAVY PROVISIONS





	14.1.	 	Applicability of this Article. This Article shall apply for any Plan Year in which the Plan is a Top-Heavy Plan within the
meaning of Sections 14.2 and 14.4.
	 
	14.2.	 	Top-Heavy and Super Top-Heavy Determination.






	 	(a)	 	The Plan shall be a Top-Heavy Plan for a Plan Year if, as of the Determination
Date, the aggregate of the Account Balances under the Plan for Key Employees exceeds 60
percent of the aggregate of the Account Balances under the Plan for all Employees.
	 
	 	(b)	 	The Plan shall be a Super Top-Heavy Plan if, as of the Determination Date, the
aggregate of the Account Balances under the Plan for Key Employees exceeds 90 percent
of the aggregate of the Account Balances under the Plan for all Employees.






	14.3.	 	Computation of the Aggregate of the Account Balances.






	 	(a)	 	The Account Balance of an Employee shall be the sum of (i) the Account Balance
as of the most recent Valuation Date occurring within a twelve (12) month period ending
on the Determination Date and (ii) the amount of any contributions that would be
allocated as of a date not later than the Determination Date without regard to whether
such amount is subject to a waiver of the minimum funding standards or is in violation
of such standards or actually contributed or, in the case of a Plan not subject to the
minimum funding standards, the amount of any contributions actually made after the
Valuation Date, but before the Determination Date.
	 
	 	(b)	 	If an Employee is a Key Employee on a Determination Date, the total amount of
the Employee’s Account Balance is taken into account in determining the aggregate of
Account Balances (including amounts attributable to service as a Non-Key Employee). If
any individual is a Non-Key Employee with respect to the Plan for a Plan Year, but such
individual was a Key Employee for any prior Plan Year, the Account Balance of such
individual shall not be taken into account.
	 
	 	(c)	 	If an Employee has not performed any service for the Company or an Affiliate at
any time during the five-year period ending on the Determination Date, any accrued
benefit and Account Balance of such Employee shall not be taken into account.
	 
	 	(d)	 	Additional rules:






	 	(i)	 	In the case of an unrelated rollover, the plan making the
distribution counts it in determining top-heaviness, and the plan receiving the
distribution does not count it in determining top-heaviness. An unrelated
rollover is a rollover or plan-to-plan transfer both initiated by the




A-40









 












	 	 	 	Employee and made from a plan maintained by one company to a plan maintained by another
company.
	 
	 	(ii)	 	In the case of a related rollover, the plan making the
distribution does not count the distribution in determining top-heaviness and
the plan receiving the distribution counts the rollover in determining
top-heaviness. A related rollover is a rollover or a plan-to-plan transfer
either not initiated by the Employee or made to a plan maintained by the same
company.
	 
	 	(iii)	 	For purposes of determining whether the company is the same
company, all companies aggregated under Code Section 414(b), (c) or (m) are
treated as the same company.






	 	(e)	 	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 this Plan under Code Section 416(g)(2) during the
1-year period ending on the Determination Date. 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”.






	14.4.	 	Required Aggregation of Plans.






	 	(a)	 	Each plan of a company required to be included in an aggregation group shall be
treated as a Top-Heavy Plan if the required aggregation group is a top-heavy group.
The required aggregation group includes:






	 	(i)	 	each plan of the company (within the meaning of Code Section
414(b), (c) and (m)) in which a Key Employee participates in the Plan Year
containing the Determination Date or any of the four preceding Plan Years, and
	 
	 	(ii)	 	each other plan of the company which enables any plan described
in (i) above to meet the requirements of Code Section 401(a)(4) or Code Section
410.






	 	(b)	 	A required aggregation group is a top-heavy group if, as of each Plan’s
Determination Date, the sum of (i) the present value of the cumulative accrued benefits
for Key Employees under all defined benefit plans included in the group and (ii) the
aggregate of the Account Balances of Key Employees under all defined contribution plans
included in the group exceeds 60 percent of a similar sum determined for all Employees.
When aggregating plans, the value of accrued benefits and Account Balances shall be
calculated by adding together the results of each plan as of the Determination Dates that fall within the same
calendar year. In performing this computation the principles of Section 14.3 shall
be applied.




A-41









 












	 	(c)	 	Each plan in the required aggregation group will be a Top-Heavy Plan if the
group is top-heavy. No plan in the required aggregation group will be a Top-Heavy Plan
if the group is not top-heavy.






	14.5.	 	Permissive Aggregation of Plans. A permissive aggregation group consists of plans of the Company that are required to be
aggregated, plus one or more plans that are not part of the required aggregation group, but
that satisfy the requirements of Code Sections 401(a)(4) and 410 when considered as a group.
In no event will permissively aggregated plans which are not part of the required aggregation
group be considered top-heavy. If, as a result of the permissive aggregation of plans the
entire group of plans is not top-heavy, then no plan in the permissive aggregation group will
be a Top-Heavy Plan. Plans may be permissively aggregated to avoid being super top-heavy.
	 
	14.6.	 	Special Rules of Top-Heavy Plans and Super Top-Heavy Plans.






	 	(a)	 	If the Plan is a Top-Heavy Plan, then the following changes shall be made to
the Plan as otherwise written:
	 
	 	 	 	The allocation of Company contributions and forfeitures to the account of a Non-Key
Employee for a Plan Year shall equal at least three (3%) percent of Compensation.
Notwithstanding the foregoing, if the largest percentage of compensation provided
for any Key Employee is less than three (3%) percent, then the minimum percentage of
compensation that must be provided for a Non-Key Employee for a Plan Year is the
largest percentage of compensation provided for any Key Employee. The preceding
sentence does not apply if this Plan is included in any required aggregation group
and enables a defined benefit plan included in such group to meet the requirements
of Code Section 401(a)(4) or Section 410. For purposes of determining the largest
percentage of compensation provided for any Key Employee, amounts contributed as a
result of a salary reduction agreement must be included. All defined contribution
plans of the Company and Affiliates shall be treated as a single plan for purposes
of determining the defined contribution minimum. Amounts the Employee elects to
defer under any 401(k) plan maintained by the Company shall not be treated as
Company contributions for purposes of determining minimum required contributions.
	 
	 	(b)	 	The following Non-Key Employees shall receive the minimum allocation provided
under (a) above for a particular Plan Year:






	 	(i)	 	Participants who are otherwise eligible for an allocation under
the Plan;
	 
	 	(ii)	 	Employees who are Participants but who have not completed 1,000
Hours of Service during the Plan Year;
	 
	 	(iii)	 	Employees who would be Participants but for the failure to
make mandatory contributions to the Plan; or




A-42









 












	 	(iv)	 	Employees who are Participants but whose compensation is less
than the amount necessary to receive an allocation under the Plan: however,
	 
	 	(v)	 	Employees who are also Participants in a defined benefit plan
sponsored by the Company shall receive the minimum benefit under the defined
benefit plan.






	 	(c)	 	The compensation of a Participant taken into account under the Plan shall not
exceed the dollar amount specified in Code Section 401(a)(17), subject to applicable
cost of living increases.






	14.7.	 	Special Definitions. For purposes of this article, the following definitions shall apply:






	 	(a)	 	Determination Date. With respect to any Plan Year, the last day of the
preceding Plan Year. In the case of the first Plan Year of the Plan, the Determination
Date shall be the last day or such Plan Year.
	 
	 	(b)	 	Key Employee. Any Employee or former Employee who at any time during
the Plan Year containing the Determination Date or any of the four preceding Plan
Years, is or was






	 	(i)	 	An officer of the Company having an annual compensation from
the Company greater than $145,000 (as adjusted under Code Section 416(i)(2);
	 
	 	(ii)	 	The owner of a five percent or more interest in the Company, or
	 
	 	(iii)	 	The owner of a one percent or more interest in the Company who
has annual compensation (as defined in Code Section 415(c)(3) but including
amounts contributed by the Company pursuant to a salary reduction agreement
which are excludable from the Employee’s gross income under Code 125,
132(f)(4), 402(a)(8), 402(h) or 403(b)) from the Company for a Plan Year of
more than $150,000.






	 	 	 	For purposes of clause (i) the number of officers of the Company considered to be
Key Employees cannot exceed fifty and is further limited to the greater of three or
ten percent of all Employees (including leased employees within the meaning of Code
Section 414(n)). For purposes of applying the foregoing limitations, the
aggregation rules of Code Section 414(b), (c) and (m) apply except with respect to
determining ownership. For purposes of determining ownership under clauses (iii) and
(iv), an Employee shall be considered as owning an interest in the Company within the meaning of Code Section 318.






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




A-43









 











ARTICLE 15.

MINIMUM DISTRIBUTION REQUIREMENTS




     Notwithstanding any other provisions in this Plan, effective January 1, 2003, unless provided
otherwise in this Article 15, the following changes are made by adopting the model minimum required
distribution amendment for defined contribution plans found in Revenue Procedure 2002-29.




	15.1.	 	General Rules. The provisions of this article will apply for purposes of determining required minimum
distributions for calendar years beginning with the 2003 calendar year.






	 	(a)	 	Precedence. The requirements of this article will take precedence over any
inconsistent provisions of the Plan.
	 
	 	(b)	 	Requirements of Treasury Regulations Incorporated. All distributions required
under this article will be determined and made in accordance with the Treasury
regulations under Section 401(a)(9) of the Internal Revenue Code.
	 
	 	(c)	 	TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
this Article 15, distributions may be made under a designation made before January 1,
1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.






	15.2.	 	Time and Manner of Distribution.






	 	(a)	 	Required Beginning Date. The Required Beginning Date of a Participant
is April 1 of the calendar year following the later of the calendar year in which the
Participant attains age 701/2 or the calendar year in which the Participant retires,
except that benefit distributions to a 5% owner must commence by April 1 of the
calendar year following the calendar year in which the Participant attains age 701/2.
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.
	 
	 	(b)	 	Death of Participant Before Distributions Begin. If the Participant
dies before distributions begin, the Participant’s entire interest will be distributed,
or begin to be distributed, no later than as follows:






	 	(i)	 	If the Participant’s surviving spouse is the Participant’s sole
designated beneficiary, then distributions to the surviving spouse will begin
by December 31 of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 701/2, if later.
	 
	 	(ii)	 	If the Participant’s surviving spouse is not the Participant’s
sole designated beneficiary, then distributions to the designated beneficiary




A-44









 












	 	 	 	will begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died.






	 	(iii)	 	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.
	 
	 	(iv)	 	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 15.2(b), other
than Section 15.2(b)(i), will apply as if the surviving spouse were the
Participant.






	 	 	For purposes of this Section 15.2(b) and Section 15.4, unless Section 15.2(b)(iv)
applies, distributions are considered to begin on the Participant’s required
beginning date. If Section 15.2(b)(iv) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving spouse under
Section 15.2(b)(i). If distributions under an annuity purchased from an insurance
company irrevocably commence to the Participant before the Participant’s required
beginning date (or to the Participant’s surviving spouse before the date
distributions are required to begin to the surviving spouse under Section
15.2(b)(i)), the date distributions are considered to begin is the date
distributions actually commence.






	 	(c)	 	Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in a
single sum on or before the required beginning date, as of the first distribution
calendar year distributions will be made in accordance with Sections 15.3 and 15.4. If
the Participant’s interest is distributed in the form of an annuity purchased from an
insurance company, distributions thereunder will be made in accordance with the
requirements of Section 401(a)(9) of the Code and the Treasury regulations.






	15.3.	 	Required Minimum Distributions During Participant’s Lifetime.






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






	 	(i)	 	the quotient obtained by dividing the Participant’s account
balance by the distribution period in the Uniform Lifetime Table set forth in
Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age
as of the Participant’s birthday in the distribution calendar year; or
	 
	 	(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 account balance by the number in the Joint and Last Survivor
Table set forth in Section 1.401(a)(9)-9 of the Treasury





A-45









 











	 	 	 	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)	 	Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death. Required minimum distributions will be determined under this
Section 15.3 beginning with the first distribution calendar year and up to and
including the distribution calendar year that includes the Participant’s date of death.






	15.4.	 	Required Minimum Distributions After Participant’s Death.






	 	(a)	 	Death On or After Date Distributions Begin






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






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






	 	(ii)	 	No Designated Beneficiary. If the Participant dies on
or after the date distributions begin and there is no designated beneficiary as
of September 30 of the year after the year of the Participant’s death, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant’s death is the quotient obtained by
dividing the Participant’s account balance by the Participant’s remaining




A-46









 












	 	 	 	life expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.






	 	(b)	 	Death Before Date Distributions Begin.






	 	(i)	 	Participant Survived by Designated Beneficiary. If the
Participant dies before the date distributions begin and there is a designated
beneficiary, the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant’s death is the quotient
obtained by dividing the Participant’s account balance by the remaining life
expectancy of the Participant’s designated beneficiary, determined as provided
in Section 15.4(a).
	 
	 	(ii)	 	No Designated Beneficiary. If the Participant dies
before the date distributions begin and there is no designated beneficiary as
of September 30 of the year following the year of the Participant’s death,
distribution of the Participant’s entire interest will be completed by December
31 of the calendar year containing the fifth anniversary of the Participant’s
death.
	 
	 	(iii)	 	Death of Surviving Spouse Before Distributions to
Surviving Spouse Are Required to Begin. If the Participant dies before the
date distributions begin, the Participant’s surviving spouse is the
Participant’s sole designated beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving spouse under Section
15.2(b)(i), this Section 15.5 will apply as if the surviving spouse were the
Participant.






	15.5.	 	Definitions.






	 	(a)	 	Designated beneficiary. The individual who is designated as the
beneficiary under Section 7.2 of the Plan and is the designated beneficiary under
Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the
Treasury regulations.
	 
	 	(b)	 	Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s death,
the first distribution calendar year is the calendar year immediately preceding the
calendar year which contains the Participant’s required beginning date. For
distributions beginning after the Participant’s death, the first distribution calendar
year is the calendar year in which distributions are required to begin under Section
15.2(b). The required minimum distribution for the Participant’s first distribution
calendar year will be made on or before the Participant’s required beginning date. The
required minimum distribution for other distribution calendar years, including the
required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or
before December 31 of that distribution calendar year.




A-47









 












	 	(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 account balance. The account balance as of the last
valuation date in the calendar year immediately preceding the distribution calendar
year (valuation calendar year) increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions made in the
valuation calendar year after the valuation date. The account balance for the
valuation calendar year includes any amounts rolled over or transferred to the Plan
either in the valuation calendar year or in the distribution calendar year if
distributed or transferred in the valuation calendar year.
	 
	 	(e)	 	Required beginning date. The date specified in Section 15.2(a).
	 
	 	(f)	 	Election to Apply 5-Year Rule to Distributions to Designated
Beneficiaries. If the Participant dies before distributions begin and there is a
designated Beneficiary, distribution to the designated Beneficiary is not required to
begin by the date specified in Section 15.2(b), but the Participant’s entire interest
will be distributed to the designated Beneficiary by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death. If the Participant’s
surviving spouse is the Participant’s sole designated Beneficiary and the surviving
spouse dies after the Participant but before distributions to either the Participant or
the surviving spouse begin, this election will apply as if the surviving spouse were
the Participant. This Section 15.5 will apply to all distributions.





     IN WITNESS WHEREOF, the PHI, Inc. 401(k) Retirement Plan is adopted this 28 day of December,
2007.



	 	 	 	 	 
	 	PHI, INC.

 	 
	 	/s/ Michael J. McCann
 	 
	 	Michael J. McCann 	 
	 	Chief Financial Officer 	 
	 




A-48












 





401(k) PLAN NONDISCRIMINATION TESTING





	A.1.	 	ADP Test.






	 	(a)	 	Limitations on 401(k) Contributions-Qualification Requirements.






	 	(i)	 	At least as frequently as annually, the Committee shall
determine the Actual Deferral Percentage (ADP) of 401(k) Contributions made to
the Plan during the Plan Year. 401(k) Contributions must meet the ADP test of
Code Section 401(k)(3). For Plan Years beginning on or after January 1, 2000,
the ADP for the current Plan Year for Participants who are Highly Compensated
Employees must satisfy one of the following tests:






	 	(A)	 	The Plan Year’s ADP for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Year’s ADP for Participants who were Non-Highly Compensated
Employees for the prior Plan Year multiplied by 1.25; or
	 
	 	(B)	 	The Plan Year’s ADP for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Year’s ADP for Participants who were Non-Highly Compensated
Employees for the prior Plan Year multiplied by two (2.0), provided the
ADP for Participants who are Highly Compensated Employees for the Plan
Year does not exceed the ADP for Participants who were Non-Highly
Compensated Employees for the prior Plan Year by more than two (2)
percentage points.






	 	(ii)	 	Current Year Testing. If elected by the Committee, the
ADP tests in A and B above will be applied by comparing the current Plan Year’s
ADP for Participants who are Highly Compensated Employees for each Plan Year
with the current Plan Year’s ACP for Participants who are Non-Highly
Compensated Employees. Once made, the Employer can elect prior year testing
for a Plan Year only if the Plan has used current year testing for each of the
preceding 5 Plan Years or if, as a result of a merger or acquisition described
in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan using prior
year testing and a plan using current year testing and the change is made
within the transition period described in Code Section 410(b)(6)(C)(ii).
	 
	 	(iii)	 	Actual Deferral Percentage (ADP) means, for a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (1) the amount of
401(k) Contributions actually paid over to the Trust on behalf of such
Participant,




A-49









 






	 	 	 	to (2) the Participant’s compensation for such Plan Year (whether
or not the Employee was a Participant for the entire Plan Year).
	 
	 	 	 	401(k) Contributions made on behalf of any Participant shall include any
401(k) Contributions made pursuant to the Participant’s deferral election
(including Excess 401(k) Deferrals of Highly Compensated Employees) and, at
the election of the Committee, any applicable Qualified Matching or
Qualified Nonelective Contributions made by the Company for the Plan Year,
but excluding any 401(k) Contributions that are taken into account in the
Average Contribution Percentage test (provided the ADP test is satisfied
both with and without exclusion of such 401(k) Contributions) and
disregarding any 401(k) Contributions returned as an excess annual addition
pursuant to Regulation Section 1.415-6(b)(6)(iv). For purposes of computing
Actual Deferral Percentages, an Employee who would be a Participant but for
the failure to make 401(k) Contributions shall be treated as a Participant
on whose behalf no 401(k) Contributions are made.






	 	(b)	 	Additional Rules.






	 	(i)	 	The ADP for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have 401(k) Contributions
(and Qualified Non-Elective Contributions or Qualified Matching Contributions,
or both if treated as 401(k) Contributions for purposes of the ADP test)
allocated to his or her accounts under two or more arrangements described in
Code Section 401(k) that are maintained by the Company or an Affiliate, shall
be determined as if such 401(k) Contributions were made under a single
arrangement. If a Highly Compensated Employee participates in two or more cash
or deferred arrangements that have different Plan Years, all 401(k)
Contributions made during the Plan Year under all such arrangements shall be
aggregated.
	 
	 	(ii)	 	In the event that this Plan satisfies the requirements of Code
Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the Code only if aggregated with this Plan, then this section shall be
applied by determining the ADP of Employees as if all such plans were a single
plan. If more than 10 percent of the Employer’s Nonhighly Compensated
Employees are involved in a plan coverage change as defined in Regulation
1.401(k)-2(c)(4), then any adjustments to the Nonhighly Compensated Employees’
ADP for the prior Plan Year will be made in accordance with such Regulation
unless the Employer has elected to use the current year testing method. Plans
may be aggregated in order to satisfy Code Section 401(k) of the Code only if
they have the same Plan Year and use the same ADP testing method.
	 
	 	(iii)	 	For purposes of determining the ADP test, 401(k)
Contributions, Qualified Matching and/or Qualified Nonelective Contributions
(to the extent




A-50









 






	 	 	 	included in the ADP test) and any other elective deferrals must be made before the
last day of the twelve month period immediately following the Plan Year to
which contributions relate.
	 
	 	(iv)	 	For purposes of this section, compensation means compensation
as defined in Code Section 415(c)(3), but excluding all reimbursements or other
expense allowances, fringe benefits, moving expenses, deferred compensation and
welfare benefits. The preceding notwithstanding, compensation shall include
any amount contributed by a Company on behalf of a Participant pursuant to a
salary reduction agreement which is not includible in the gross income of the
Participant under Code Sections 125, 132(f)(4), 401(k), 402(e)(3) or 402(h).
	 
	 	(v)	 	Notwithstanding any other provision contained in Schedule A,
testing shall be performed consistently with current and/or subsequent
regulations, rulings and guidance under Code Section 401(k), and the Plan
hereby incorporates by reference all options relating to testing not
specifically described in this document with the intent to have flexibility in
satisfying the ADP test.
	 
	 	(vi)	 	The Committee shall maintain records sufficient to demonstrate
satisfaction of the ADP test.
	 
	 	(vii)	 	The determination and treatment of the ADP amounts of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
	 
	 	(viii)	 	A Participant is a Highly Compensated Employee for a particular Plan Year if
he or she meets the definition of a Highly Compensated Employee in effect for
that Plan Year. Similarly, a Participant is a Non-Highly Compensated Employee
for a particular Plan Year if he or she does not meet the definition of a
Highly Compensated Employee in effect for that Plan Year.






	 	(c)	 	Excess Contributions. With respect to any Plan Year, Excess
Contributions are the excess of:






	 	(i)	 	The aggregate amount of contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan
Year, over
	 
	 	(ii)	 	The maximum amount of such contributions permitted by the ADP
test for the Highly Compensated Employee, calculated in the following manner:






	 	(A)	 	The 401(k) Contributions are hypothetically
reduced for the HCEs with the highest actual deferral ratio (“ADR”)
determined in accordance with applicable regulations to permit such
HCEs’




A-51









 






	 	 	 	percentages to equal the greater of the highest ADR allowed by the ADP test
or the ADR of the HCE (or (HCEs) with the next highest ADR. If a
lesser reduction is required to satisfy the ADP test, only the lesser
reduction is considered.
	 
	 	(B)	 	Step (A) is repeated until the ADP test is
satisfied.
	 
	 	(C)	 	The total amount of Excess Contribution is the
sum of the hypothetical contribution reduction for each HCE.
	 
	 	 	 	Excess Contributions shall be treated as Annual Additions under the Plan.






	 	(d)	 	Allocation of Excess Contributions. The dollar amount of the Excess
Contribution determined in subsection (c) is distributed to the HCEs using the “dollar
leveling method,” as follows:






	 	(i)	 	The elective contributions of the HCE with the highest dollar
amount of elective contributions are reduced by the amount that will cause that
HCE’s elective contributions to equal the dollar amount of the elective
contributions of the HCE with the next highest dollar amount of elective
contributions.
	 
	 	(ii)	 	The amount determined in Step (i) is then distributable to the
HCE with the highest dollar amount of elective contributions.
	 
	 	(iii)	 	If a lesser reduction, when added to the total dollar amount
already distributable under these steps would equal the total Excess
Contribution, the lesser reduction amount is distributable.
	 
	 	(iv)	 	If the total amount distributable is less than the total amount
of Excess Contributions, the preceding steps are repeated until the total
amount of excess contributions has been apportioned.
	 
	 	(v)	 	If the distributions equal to the total amount distributable to
HCEs under the dollar leveling method, adjusted in accordance with subsection
(e), are made, the ADP is treated as meeting the nondiscrimination test of Code
Section 401(k)(3), regardless of whether the ADP, if recalculated after
distributions, would satisfy Code Section 401(k)(3).






	 	(e)	 	Distribution of Excess Contributions. Notwithstanding any other
provision of this Plan, Excess Contributions apportioned to a Highly Compensated
Employee, plus any income and minus any loss allocable thereto, must be distributed
from such Participant’s 401(k) Account no later than the last day of the Plan Year next
following the Plan Year in which the Excess Contribution arose, in accordance with IRS
guidance, rulings and regulations. To the extent a Highly Compensated Employee has not
reached his or her Catch-Up limit under the Plan, Excess Contributions allocated to
such Highly Compensated Employee are treated as




A-52









 












Catch-Up Contributions and will not be treated as Excess Contributions. If such Excess
Contributions (other than Catch-Up Contributions) are distributed more than 21/2 months
after the last day of the Plan Year in which such Excess Contributions arose, a ten
(10%) percent excise tax will be imposed on the Company with respect to such amounts.




	 	(i)	 	Determination of Income or Loss Allocable to Excess
Contributions. Excess Contributions shall be adjusted for any income or
loss allocable to such Excess Contributions up to the date of distribution.
The income or loss allocable to a Participant’s Excess Contributions shall be
determined using any of the methods set forth below:






	 	(A)	 	Reasonable Method of Allocating Income.
The Committee may use any reasonable method for computing the income
allocable to Excess Contributions, provided that the method does not
violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for
the Plan Year, and is used by the Plan for allocating income to
Participant’s Accounts. A Plan will not fail to use a reasonable
method for computing the income allocable to Excess Contributions
merely because the income allocable to Excess Contributions is
determined on a date that is no more than seven (7) days before the
distribution.
	 
	 	(B)	 	Alternative Method of Allocating
Income. The Committee may allocate income to Excess Contributions
for the Plan Year by multiplying the income for the Plan Year allocable
to the 401(k) Contributions and other amounts taken into account under
the ADP test (including contributions made for the Plan Year), by a
fraction, the numerator of which is the Excess Contributions for the
Participant for the Plan Year, and the denominator of which is the sum
of (1) the Account Balance attributable to 401(k) Contributions and
other amounts taken into account under the ADP test as of the beginning
of the Plan Year; and (2) any additional amount of such contributions
made for the Plan Year.
	 
	 	(C)	 	Safe Harbor Method of Allocating Gap Period
Income. The Committee may use the safe harbor method in this
paragraph to determine income on Excess Contributions for the gap
period. Under this safe harbor method, income on Excess Contributions
for the gap period is equal to ten percent (10%) of the income
allocable to Excess Contributions for the Plan Year that would be
determined under paragraph (B) above, multiplied by the number of
calendar months that have elapsed since the end of the Plan Year. For
purposes of calculating the number of calendar months that have elapsed
under the safe harbor method, a corrective distribution that is made on
or before the fifteenth day of a month is treated as made on the last
day of the preceding month and a




A-53









 






	 	 	 	distribution made after the fifteenth day of a month is treated as made on
the last day of the month.
	 
	 	(D)	 	Alternative Method for Allocating Plan Year
and Gap Period Income. The Committee may determine the income for
the aggregate of the Plan Year and the gap period, by applying the
alternative method provided by paragraph (B) above to the aggregate
period. This is accomplished by (1) substituting the income for the
Plan Year and the gap period for the income for the Plan Year, and (2)
substituting the amounts taken into account under the ADP test for the
Plan Year and gap period, for the amounts taken into account under the
ADP test for the Plan Year in determining the fraction that is
multiplied by that income.






For purposes of this subsection, the gap period means the period between the
end of the Plan Year to a date determined by the Plan Administrator, which
date shall not be more than seven days prior to the date of distribution.




	 	(ii)	 	Suspension or Reduction of Contributions. If, prior to
the end of a Plan Year, the Committee determines that a Highly Compensated
Employee is likely to have Excess Contributions for the Plan Year because of
the election made under Section 3.1, the Committee may authorize a suspension
or reduction of 401(k) Contributions for such affected Participant as the
Committee may determine. Provided further, if prior to the end of a Plan Year,
the Committee determines that under the provisions of this section, a
Participant is likely to have Excess Contributions for the next Plan Year
because of elections made under Section 3.1, the Committee shall communicate in
writing to affected Participants, a prospective limitation on the percentage of
Compensation which such Participant may elect to contribute, which limitation
may be prospectively changed at any time by Committee resolution.
	 
	 	(iii)	 	Testing. The ADP test shall be performed in
accordance with the Code and applicable IRS guidance, rulings and regulations.
	 
	 	(iv)	 	Attributable Matching Contributions. If Excess
Contributions are distributed to a Participant, no Matching Contributions will
be made with respect to the Excess Contributions. If Matching Contributions
have already been allocated based on such Excess Contributions, the Matching
Contributions attributable to the Excess Contributions shall be forfeited upon
distribution of the Excess Contributions.




A-54









 











A.2. ACP Test.





	 	(a)	 	Limitations on Matching Contributions.






	 	(i)	 	Actual Contribution Percentage (ACP) Test. Matching
Contributions made under the Plan must meet the Actual Contribution Percentage
(ACP) test of Code Section 401(m). For Plan Years beginning on or after
January 1, 2000, the ACP for the current Plan Year for eligible Participants
who are Highly Compensated Employees for the Plan Year must satisfy one of the
following tests:






	 	(A)	 	ACP for eligible Participants who are Highly
Compensated Employees for the Plan Year shall not exceed the prior Plan
Year’s ACP for Participants who were Non-Highly Compensated Employees
for the prior Plan Year multiplied by 1.25; or
	 
	 	(B)	 	ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the prior Plan Year’s ACP
for Participants who were Non-Highly Compensated Employees for the
prior Plan Year multiplied by two (2), provided that the ACP for
Participants who are Highly Compensated Employees for the Plan Year
does not exceed the prior Plan Year’s ACP for Participants who were
Non-highly Compensated Employees for the prior Plan Year by more than
two (2) percentage points.






	 	(ii)	 	Current Year Testing. If elected by the Committee, the
ACP tests in (A) and (B) above will be applied by comparing the current Plan
Year’s ACP for Participants who are Highly Compensated Employees for each Plan
Year with the current Plan Year’s ACP for Participants who are Non-Highly
Compensated Employees. The Employer can elect prior year testing for a Plan
Year only if the Plan has used current year testing for each of the preceding 5
Plan Years or if, as a result of a merger or acquisition described in Code
Section 410(b)(6)(C)(i), the Employer maintains both a plan using prior year
testing and a plan using current year testing and the change is made within the
transition period described in Code Section 410(b)(6)(C)(ii).
	 
	 	(iii)	 	Actual Contribution Percentage (ACP) means, for a
specified group of eligible Participants for a Plan Year, the average of the
ratios (calculated separately for each Participant in such group) of (1) the
sum of the Participant’s Matching Contributions and any Qualified Matching or
Qualified Nonelective Contributions to be used in the ACP test made on behalf
of such Participant for the applicable Plan Year (and disregarding any
contributions returned as an excess annual addition pursuant to Regulation
Section 1.415-6(b)(6)(iv)), to (2) the Participant’s compensation for such Plan
Year (whether or not the Employee was a Participant for the entire Plan Year).




A-55









 






	 	 	 	For purposes of this section, an eligible Participant shall mean any
Employee of the Company who is otherwise authorized under the terms of the
Plan to have 401(k) Contributions or Matching Contributions allocated to his
or her Account for the Plan Year (or prior Plan Year, as applicable). If
401(k) Contributions are required to receive a Matching Contribution, any
Employee who would be an eligible Participant if such Employee had made a
401(k) Contribution shall be treated as an eligible Participant.
	 
	 	 	 	Under regulations, the Committee also may elect to use 401(k) Contributions
in the ACP test so long as the ADP test is met before the 401(k)
Contributions are used in the ACP test and continues to be met following the
exclusion of those 401(k) Contributions that are used to meet the ACP test.






	 	(b)	 	Additional Rules






	 	(i)	 	The ACP for any Participant who is a Highly Compensated
Employee and who is eligible to have Matching Contributions and 401(k)
Contributions, if applicable, allocated to his or her account under two or more
plans described in Code Section 401(a) or arrangements described in Code
Section 401(k) that are maintained by the Company, shall be determined as if
the total of such matching contributions and before-tax contributions, if
applicable, was made under each plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have different
plan years, all Matching Contributions made during the Plan Year under all
such arrangements shall be aggregated.
	 
	 	(ii)	 	In the event that this Plan satisfies the requirements of Code
Sections 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the Code only if aggregated with this Plan, then this section shall be
applied by determining the ACP of Employees as if all such plans were a single
plan. If more than 10 percent of the Employer’s Nonhighly Compensated
Employees are involved in a plan coverage change as defined in Regulation
1.401(m)-2(c)(4), then any adjustments to the Nonhighly Compensated Employees’
ACP for the prior Plan Year will be made in accordance with such Regulation
unless the Employer has elected to use the current year testing method. Plans
may be aggregated in order to satisfy Code Section 401(m) only if they have the
same plan year and use the same ACP testing method.
	 
	 	(iii)	 	For purposes of the ACP test, Matching Contributions,
Qualified Matching Contributions and Qualified Nonelective Contributions will
be considered made for a Plan Year if made no later than the end of the
twelve-month period beginning on the day after the close of the applicable Plan
Year.




A-56









 












	 	(iv)	 	For purposes of this section, compensation means compensation
as defined in Section A.1(b)(iv).
	 
	 	(v)	 	Notwithstanding any other provision contained in Schedule A,
testing shall be performed consistently with current and/or subsequent
regulations, rulings and guidance under Code Section 401(m), and the Plan
hereby incorporates by reference all options relating to testing not
specifically described in this document with the intent to have flexibility in
satisfying the ACP test.
	 
	 	(vi)	 	The Committee shall maintain records sufficient to demonstrate
satisfaction of the ACP test.
	 
	 	(vii)	 	The ADP test may be performed using current year data for
Non-Highly Compensated Employees at the election of the Committee, in
accordance with Internal Revenue Service guidance, rulings and regulations.
	 
	 	(viii)	 	A Participant is a Highly Compensated Employee for a particular Plan Year if
he or she meets the definition of a Highly Compensated Employee in effect for
that Plan Year. Similarly, a Participant is a Non-Highly Compensated Employee
for a particular Plan Year if he or she does not meet the definition of a
Highly Compensated Employee in effect for that Plan Year.






	 	(c)	 	Excess Aggregate Contributions. With respect to any Plan Year, Excess
Aggregate Contributions are the excess of:






	 	(i)	 	The aggregate amount of Matching Contributions, 401(k)
Contributions, and if treated as matching contributions for purposes of the ACP
test, Qualified Matching and/or Qualified Nonelective Contributions, taken into
account in computing the ACP of Highly Compensated Employees for such Plan
Year, over
	 
	 	(ii)	 	The maximum amount of such contributions permitted by the ACP
test for the Highly Compensated Employee, calculated in the following manner:






	 	(A)	 	Matching Contributions are hypothetically
reduced for the HCEs with the highest actual contribution ratio (“ACR”)
determined in accordance with applicable regulations so that such HCEs’
ACR equals the greater of the highest percentage allowed by the ACP
test or the ACR of the HCE (or HCEs) with the next highest ACR. If a
lesser reduction is required to satisfy the ACP test, only the lesser
reduction is considered.
	 
	 	(B)	 	Step (A) is repeated until the ACP test is
satisfied.




A-57









 






	 	(C)	 	The total amount of Excess Aggregate
Contribution is the sum of the hypothetical contribution reductions for
each HCE..






Such determination shall be made after first determining Excess
Contributions pursuant to Section A.1 and then determining Excess Aggregate
Contributions pursuant to this Section A.2.




	 	(d)	 	Allocation of Excess Aggregate Contributions. The total dollar amount
of the Excess Aggregate Contribution determined in subsection (c) is distributed to the
HCEs using the “dollar leveling method,” as follows:






	 	(i)	 	The Excess Aggregate Contributions of the HCE with the highest
dollar amount of Excess Aggregate Contributions are reduced by the amount that
will cause that HCE’s Excess Aggregate Contributions to equal the dollar amount
of the HCE with the next highest dollar amount of Excess Aggregate
Contributions.
	 
	 	(ii)	 	The amount determined in Step (i) is then distributable to the
HCE with the highest dollar amount of Excess Aggregate Contributions.
	 
	 	(iii)	 	If a lesser reduction, when added to the total dollar amount
already distributable under these steps would equal the total Excess Aggregate
Contribution, the lesser reduction amount is distributable.
	 
	 	(iv)	 	If the total amount distributable is less than the total amount
of Excess Aggregate Contributions, the preceding steps are repeated until the
total amount of Excess Aggregate Contributions has been apportioned.
	 
	 	(v)	 	If distributions equal to the total amount distributable to
HCEs under the dollar leveling method, adjusted in accordance with subsection
(e), are made, the ACP is treated as meeting the nondiscrimination test of Code
Section 401(m)(2), regardless of whether the ACP, if recalculated after
distributions, would satisfy Code Section 401(m)(2).
	 
	 	(vi)	 	For purposes of Section 401(m)(9) of the Code, if a corrective
distribution of excess aggregate contributions has been made, the ACP for HCEs
is deemed to be the largest amount permitted under Section 401(m)(2) of the
Code.






	 	(e)	 	Distribution of Excess Aggregate Contributions. Notwithstanding any
other provision of this Plan, Excess Aggregate Contributions, plus any income and minus
any loss allocable thereto, shall be forfeited, to the extent not vested, or if not
forfeitable, shall be distributed, in accordance with IRS guidance, rulings and
regulations to the Highly Compensated Employees to whose Accounts Excess Aggregate
Contributions were allocated, from such Participants’ Matching Accounts (and, if
applicable, the Participants’ Qualified Nonelective Contributions Accounts and 401(k)
Accounts) no later than the last day of the next Plan Year.
If such Excess Aggregate Contributions are distributed more than 21/2 months




A-58









 






	 	 	 	after the last day of the Plan Year in which such Excess Aggregate Contributions
arose, a ten percent (10%) excise tax will be imposed on the Company maintaining the
Plan with respect to such amounts.
	 
	 	 	 	Excess Aggregate Contributions shall be treated as Annual Additions under the Plan
for Code Section 415 purposes.






	 	(f)	 	Determination of Income or Loss Allocable to Excess Aggregate
Contributions. Excess Aggregate Contributions shall be adjusted for any income or
loss allocable to such Excess Aggregate Contributions up to the date of distribution.
The income or loss allocable to a Participant’s Excess Aggregate Contributions shall be
determined using any of the methods set forth below:






	 	(i)	 	Reasonable Method of Allocating Income. The Committee
may use any reasonable method for computing the income allocable to Excess
Aggregate Contributions, provided that the method does not violate Code Section
401(a)(4), is used consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year, and is used by the Plan for
allocating income to Participant’s Accounts. A Plan will not fail to use a
reasonable method for computing the income allocable to Excess Aggregate
Contributions merely because the income allocable to Excess Aggregate
Contributions is determined on a date that is no more than seven (7) days
before the distribution.
	 
	 	(ii)	 	Alternative Method of Allocating Income. The Committee
may allocate income to Excess Aggregate Contributions for the Plan Year by
multiplying the income for the Plan Year allocable to the Matching
Contributions and other amounts taken into account under the ACP test
(including contributions made for the Plan Year), by a fraction, the numerator
of which is the Excess Aggregate Contributions for the Participant for the Plan
Year, and the denominator of which is the sum of (1) the Account Balance
attributable to Matching Contributions and other amounts taken into account
under the ACP test as of the beginning of the Plan Year; and (2) any additional
amount of such contributions made for the Plan Year.
	 
	 	(iii)	 	Safe Harbor Method of Allocating Gap Period Income.
The Committee may use the safe harbor method in this paragraph to determine
income on Excess Aggregate Contributions for the gap period. Under this safe
harbor method, income on Excess Aggregate Contributions for the gap period is
equal to ten percent (10%) of the income allocable to Excess Aggregate
Contributions for the Plan Year that would be determined under paragraph (ii)
above, multiplied by the number of calendar months that have elapsed since the
end of the Plan Year. For purposes of calculating the number of calendar
months that have elapsed under the safe harbor method, a corrective
distribution that is made on or before the fifteenth day of a month is treated
as made on the last day of the




A-59









 






	 	 	 	preceding month and a distribution made after the fifteenth day of a month is
treated as made on the last day of the month.
	 
	 	(iv)	 	Alternative Method for Allocating Plan Year and Gap Period
Income. The Committee may determine the income for the aggregate of the
Plan Year and the gap period, by applying the alternative method provided by
paragraph (ii) above to the aggregate period. This is accomplished by (1)
substituting the income for the Plan Year and the gap period for the income for
the Plan Year, and (2) substituting the amounts taken into account under the
ACP test for the Plan Year and gap period, for the amounts taken into account
under the ACP test for the Plan Year in determining the fraction that is
multiplied by that income.
	 
	 	 	 	For purposes of this subsection, the gap period means the period between the
end of the Plan Year to a date determined by the Plan Administrator, which
date shall not be more than seven days prior to the date of distribution.






	 	(g)	 	Testing. The ACP test shall be performed in accordance with the Code
and applicable IRS guidance, rulings and regulations.





A.3. Excess 401(k) Deferrals





401(k) Contributions that are includible in a Participant’s gross income under Code Section
402(g) to the extent such Participant’s 401(k) Contributions for a taxable year exceed the
dollar limitation under such Code section are “Excess 401(k) Deferrals.” Excess 401(k)
Deferrals are treated as annual additions under the Plan for Code Section 415 purposes,
unless such amounts are distributed on or before April 15th of the calendar year following
the close of the Participant’s taxable year in which such Excess 401(k) Deferrals arose.
The Participant must notify the Committee by April 1st of each year of the amount of the
Excess 401(k) Deferrals to be assigned to the Plan with respect to a prior Plan Year . A
Participant is deemed to notify the Committee of any Excess 401(k) Deferrals that arise if
such Excess 401(k) Deferrals arise solely from 401(k) Contributions made under this Plan or
any other plans of the Company.




	 	(a)	 	Distribution of Excess 401(k) Deferrals. Notwithstanding any other
provision of the Plan, Excess 401(k) Deferrals, plus any income and minus any loss
allocable thereto, shall be distributed to the Participant on or before April 15th of
the calendar year following the close of the Participant’s taxable year in which such
Excess 401(k) Deferrals arose in accordance with IRS guidance, rulings and regulations.
The amount to be distributed with respect to a Participant for a Plan Year is reduced
by any Excess 401(k) Deferrals previously distributed to the Participant for the Plan
Year.
	 
	 	 	 	Excess 401(k) Deferrals that are distributed after April 15th are includible in the
Participant’s gross income in both the taxable year in which such Excess 401(k)
Deferrals are deferred and in the taxable year in which such Excess 401(k) Deferrals
are distributed.




A-60









 












	 	(b)	 	Determination of Income or Loss Allocable to Excess 401(k) Deferrals.
Excess401(k) Deferrals shall be adjusted for any income or loss allocable to such
Contributions up to the date of distribution. The income or loss allocable to a
Participant’s Excess 401(k) Deferrals shall be determined using any of the methods set
forth below:






	 	(i)	 	Reasonable Method of Allocating Income. The Committee
may use any reasonable method for computing the income allocable to Excess
401(k) Deferrals, provided that the method does not violate Code Section
401(a)(4), is used consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year, and is used by the Plan for
allocating income to Participant’s Accounts. A Plan will not fail to use a
reasonable method for computing the income allocable to Excess 401(k) Deferrals
merely because the income allocable to Excess 401(k) Deferrals is determined on
a date that is no more than seven (7) days before the distribution.
	 
	 	(ii)	 	Alternative Method of Allocating Income. The Committee
may allocate income to Excess 401(k) Deferrals for the Plan Year by multiplying
the income for the Plan Year allocable to the 401(k) Contributions by a
fraction, the numerator of which is the Excess 401(k) Deferrals for the
Participant for the Plan Year, and the denominator of which is the sum of (1)
the Account Balance attributable to 401(k); and (2) any additional amount of
such contributions made for the Plan Year.
	 
	 	(iii)	 	Safe Harbor Method of Allocating Gap Period Income.
The Committee may use the safe harbor method in this paragraph to determine
income on Excess 401(k) Deferrals for the gap period. Under this safe harbor
method, income on Excess 401(k) Deferrals for the gap period is equal to ten
percent (10%) of the income allocable to Excess 401(k) Deferrals for the Plan
Year that would be determined under paragraph (ii) above, multiplied by the
number of calendar months that have elapsed since the end of the Plan Year.
For purposes of calculating the number of calendar months that have elapsed
under the safe harbor method, a corrective distribution that is made on or
before the fifteenth day of a month is treated as made on the last day of the
preceding month and a distribution made after the fifteenth day of a month is
treated as made on the last day of the month.
	 
	 	(iv)	 	Alternative Method for Allocating Plan Year and Gap Period
Income. The Committee may determine the income for the aggregate of the
Plan Year and the gap period, by applying the alternative method provided by
paragraph (ii) above to the aggregate period. This is accomplished by (1)
substituting the income for the Plan Year and the gap period, for the income
for the Plan Year, and (2) substituting the amounts taken into account for the
Plan Year and gap period, for the amounts taken into account for the Plan Year
in determining the fraction that is multiplied by
that income.




A-61









 






	 	 	 	For purposes of this subsection, the gap period means the period between the
end of the Plan Year to a date determined by the Plan Administrator, which
date shall not be more than seven days prior to the date of distribution.






	 	(c)	 	Attributable Matching Contributions. If Excess 401(k) Deferrals are
distributed to a Participant, no Matching Contributions will be made with respect to
the Excess 401(k) Deferrals. If Matching Contributions have already been allocated
based on such Excess 401(k) Deferrals, the Matching Contributions attributable to the
Excess 401(k) Deferrals shall be forfeited upon distribution of the Excess 401(k)
Deferrals.






	A.4.	 	 Forfeitures.
	 
	 	 	All forfeitures under this Schedule A shall be applied in accordance with Section 4.5 of the
Plan.




A-62









 











SCHEDULE B

ELIGIBLE UNION EMPLOYEES




Agreement with Office and Professional Employees International Union, Local 108




B-1









 





SCHEDULE C

PARTICIPATING AFFILIATES





	1.	 	PHI Tech Services, Inc.
	 
	2.	 	International Helicopter Transport, Inc.
	 
	3.	 	PHI Air Medical, Inc.
	 
	4.	 	Air Evac Services, Inc.
	 
	5.	 	Petroleum Helicopters International, Inc.
	 
	6.	 	PHI International LTD
	 
	7.	 	Petroleum Helicopters Angola Limitada






C-1