exhibit10.htm


    EXHIBIT 10 (d) 


      


      


      


      


      


      


      


      


      


        Amended
and Restated

        


        Capitol
Bancorp Ltd.

        


        Employee
Stock Ownership Plan

        


        Effective
january 1, 2008

      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
of Contents

      


       

      Article 1 [- 1 -]

      Definitions [- 1 -]

      1.1           Administrator [- 1 -]

      1.2           Adopting
Employer [- 1 -]

      1.3           Affiliated
Employer [- 1 -]

      1.4           Age [- 1 -]

      1.5           Allocation
Period [- 1 -]

      1.6           Anniversary
Date [- 1 -]

      1.7           Annual
Additions [- 1 -]

      1.8           Annuity
Starting Date [- 2 -]

      1.9           Beneficiary [- 2 -]

      1.10         Benefiting
Participant [- 2 -]

      1.11         Break in
Service [- 2 -]

      1.12         Code [- 2 -]

      1.13         Code
§401(a)(17) Compensation Limit [- 2
-]

      1.14         Code
§414(s) Compensation [- 3
-]

      1.15         Code
§415(c)(3) Compensation [- 3
-]

      1.16         Code §3401
Compensation [- 3 -]

      1.17         Committee [- 3 -]

      1.18         Company
Stock [- 3 -]

      1.19         Company
Stock Account [- 4 -]

      1.20         Compensation [- 4 -]

      1.21         Compensation
Determination Period [- 4
-]

      1.22         Current
Obligations [- 4 -]

      1.23         Deemed Code
§125 Compensation [- 4
-]

      1.24         Determination
Date [- 4 -]

      1.25         Disability [- 4 -]

      1.26         Distribution
Calendar Year [- 5 -]

      1.27         Early
Retirement Age [- 5 -]

      1.28         Eligible
Employee [- 5 -]

      1.29         Employee [- 5 -]

      1.30         Employer [- 5 -]

      1.31         Exempt
Loan [- 5 -]

      1.32         Fiscal
Year [- 5 -]

      1.33         Forfeiture [- 5 -]

      1.34         Form W-2
Compensation [- 6 -]

      1.35         HCE [- 6 -]

      1.36         Highly
Compensated Employee [- 6
-]

      1.37         Hour of
Service [- 6 -]

      1.38         Immediately
Distributable [- 7 -]

      1.39         Key
Employee [- 7 -]

      1.40         Leased
Employee [- 7 -]

      1.41         Life
Expectancy [- 7 -]

      1.42         Limitation
Year [- 7 -]

      1.43         Maternity
or Paternity Leave [- 8
-]

      1.44         Named
Fiduciary [- 8 -]

      1.45         NHCE [- 8 -]

      1.46         Non-Highly
Compensated Employee [- 8
-]

      1.47         Non-Key
Employee [- 8 -]

      1.48         Normal
Retirement Age [- 8 -]

      1.49         Normal
Retirement Date [- 8
-]

      1.50         Other
Investments Account [- 8
-]

      1.51         Otherwise
Excludible Participant [- 8
-]

      1.52         Participant [- 8 -]

      1.53         Participant's
Account [- 8 -]

      1.54         Participant's
Account Balance [- 8
-]

      1.55         Permissive
Aggregation Group [- 9
-]

      1.56         Plan [- 9 -]

      1.57         Plan
Year [-
9 -]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.58         Policy [- 9 -]

      1.59         Qualified
Domestic Relations Orders [- 9
-]

      1.60         Required
Aggregation Group [- 9
-]

      1.61         Required
Beginning Date [- 9 -]

      1.62         Regulation [- 9 -]

      1.63         Rollover
Account [- 9 -]

      1.64         Rollover
Contribution (or Rollover) [- 9
-]

      1.65         Safe Harbor
Code §415 Compensation [- 9
-]

      1.66         Sponsoring
Employer [- 10 -]

      1.67         Spouse [- 10 -]

      1.68         Statutory
Code §415 Compensation [- 10
-]

      1.69         Terminated
Participant [- 11 -]

      1.70         Top
Heavy [- 11 -]

      1.71         Top Heavy
Minimum Allocation [- 11
-]

      1.72         Top Heavy
Ratio [- 11 -]

      1.73         Transfer
Contribution [- 13 -]

      1.74         Transfer
Contribution Account [- 13
-]

      1.75         Trustee [- 13 -]

      1.76         Trust (or
Trust Fund) [-
13 -]

      1.77         Unallocated
Company Stock Account [- 13
-]

      1.78         Valuation
Calendar Year [- 13 -]

      1.79         Valuation
Date [- 13 -]

      1.80         Vested
Aggregate Account [- 13
-]

      1.81         Vested,
Vested Interest or Vesting [- 13
-]

      1.82         Voluntary
Employee Contribution [- 13
-]

      1.83         Voluntary
Employee Contribution Account [- 13
-]

      1.84         Year of
Service [- 14 -]

       

      Article 2 [- 17 -]

      Plan
Participation [- 17 -]

      2.1           Eligibility
and Entry Date Requirements [- 17
-]

      2.2           Waiver of
Participation [- 17 -]

      2.3           Reemployment
After Termination [- 18
-]

       

      Article 3 [- 19 -]

      Contributions and
Allocations [- 19 -]

      3.1           Employer
Contributions [- 19 -]

      3.2           Company
Stock Account [- 20 -]

      3.3           Earnings
and Losses [- 22 -]

      3.4           Forfeitures
and Their Usage [- 22
-]

      3.5           Top Heavy
Minimum Allocation [- 22
-]

      3.6           Failsafe
Allocation [- 23 -]

      3.7           Rollover
Contributions [- 24 -]

      3.8           Voluntary
Employee Contributions [- 24
-]

       

      Article 4 [- 25 -]

      Plan
Benefits [- 25 -]

      4.1           Benefit
Upon Normal (or Early) Retirement [- 25
-]

      4.2           Benefit
Upon Late Retirement [- 25
-]

      4.3           Benefit
Upon Death [- 25 -]

      4.4           Benefit
Upon Disability [- 25
-]

      4.5           Benefit
Upon Termination of Employment [- 25
-]

      4.6           Determination
of Vested Interest [- 25
-]

       

      Article 5 [- 27 -]

      Distribution of
Benefits [- 27 -]

      5.1           Distribution
of Benefit Upon Retirement [- 27
-]

      5.2           Distribution
of Benefit Upon Death [- 27
-]

      5.3           Distribution
of Benefit Upon Disability [- 28
-]

      5.4           Distribution
of Benefit Upon Termination of Employment [- 29 -]

      5.5           Mandatory
Cash-Out of Benefits [- 29
-]

      5.6           Restrictions
on Immediate Distributions [- 30
-]

      5.7           Accounts of
Rehired Participants [- 31
-]

      5.8           Spousal
Consent Requirements [- 33
-]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.9           Required
Minimum Distributions [- 33
-]

      5.10         Statutory
Commencement of Benefits [- 36
-]

      5.11         Post-Termination
Earnings [- 36 -]

      5.12         Distribution
in the Event of Legal Incapacity [- 36
-]

      5.13         Missing
Payees and Unclaimed Benefits [- 36
-]

      5.14         Direct
Rollovers [- 37 -]

      5.15         Distributions
of Stock [- 38 -]

      5.16         Cash
Dividends on Company Stock [- 38
-]

      5.17         Non-Terminable
Rights and Protections [- 38
-]

      5.18         Required
Cash Distribution for Certain Banks [-
38 -]

      5.19         Financial
Hardship Distributions [- 38
-]

      5.20         Pre-Retirement
Distributions [- 39 -]

      5.21         Distribution
of Rollover Contributions [- 39
-]

      5.22         Distribution
of Voluntary Employee Contributions [-
40 -]

      5.23         Distribution
of Transfer Contributions [- 40
-]

       

      Article 6 [- 41 -]

      Code § 415
Limitations [ - 41 -]

      6.1           Maximum
Annual Additions [- 41
-]

      6.2           Adjustments
to Maximum Annual Addition [- 41
-]

      6.3           Multiple
Plans and Multiple Employers [- 42
-]

      6.4           Adjustment
for Excessive Annual Additions [- 42
-]

       

      Article 7 [- 43 -]

      Loans, Insurance and
Directed Investments [- 43
-]

      7.1           Loans to
Participants [- 43 -]

      7.2           Insurance
on Participants [- 43
-]

      7.3           Key Man
Insurance [- 43 -]

       

      Article 8 [- 44 -]

      Duties of the
Administrator [- 44 -]

      8.1           Appointment,
Resignation, Removal and Succession [-
44 -]

      8.2           General
Powers and Duties [- 44
-]

      8.3           Functions
of Committee [- 44 -]

      8.4           Multiple
Administrators [- 44
-]

      8.5           Correcting
Administrative Errors [- 44
-]

      8.6           Promulgating
Notices and Procedures [- 44
-]

      8.7           Employment
of Agents and Counsel [- 45
-]

      8.8           Compensation
and Expenses [- 45 -]

      8.9           Claims
Procedures [- 45 -]

      8.10         Qualified
Domestic Relations Orders [- 45
-]

      8.11         Appointment
of Investment Manager [- 45
-]

       

      Article 9 [- 46 -]

      Trustee
Provisions [- 46 -]

      9.1           Appointment,
Resignation, Removal and Succession [-
46 -]

      9.2           Investment
Alternatives of the Trustee [- 46
-]

      9.3           Valuation
of the Trust [- 48 -]

      9.4           Compensation
and Expenses [- 48 -]

      9.5           Payments
From the Trust Fund [- 48
-]

      9.6           Payment of
Taxes [- 48 -]

      9.7           Accounts,
Records and Reports [- 48
-]

      9.8           Employment
of Agents and Counsel [- 48
-]

      9.9           Division of
Duties and Indemnification [- 49
-]

      9.10         Investment
Manager [- 50 -]

      9.11         Exclusive
Benefit Rule [- 50 -]

      9.12         Voting
Company Stock [- 50 -]

      9.13         Application
of Cash [- 50 -]

      9.14         Restrictions
on Company Stock Transactions [- 50
-]

      9.15         Exempt
Loans [- 50 -]

      9.16         Diversification
Rights of Qualified Participants [- 51
-]

      9.17         Superseding
Trust or Custodial Agreement [- 52
-]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Article
10 [- 53 -]

      Adopting Employer
Provisions [- 53 -]

      10.1         Plan
Contributions [- 53 -]

      10.2         Plan
Amendments [- 53 -]

      10.3         Plan
Expenses [- 53 -]

      10.4         Employee
Transfers [- 53 -]

      10.5         Multiple
Employer Provisions Under Code §413(c) [- 53 -]

      10.6         Termination
of Adoption [- 53 -]

      10.7         Payment of
Benefits Upon Termination of Adoption [- 54 -]

       

      Article
11 [- 55 -]

      Amendment, Termination,
Merger and Transfers [- 55
-]

      11.1         Plan
Amendment [- 55 -]

      11.2         Termination
By Sponsoring Employer [- 56
-]

      11.3         Merger or
Consolidation [- 56 -]

       

      Article
12 [- 57 -]

      Miscellaneous
Provisions [- 57 -]

      12.1         No Contract
of Employment [- 57 -]

      12.2         Title to
Assets [- 57 -]

      12.3         Qualified
Military Service [- 57
-]

      12.4         Fiduciaries
and Bonding [- 57 -]

      12.5         Severability
of Provisions [- 57 -]

      12.6         Interpretation
of the Plan [- 57 -]

      12.7         Legal
Action [- 58 -]

      12.8         Qualified
Plan Status [- 58 -]

      12.9         Mailing of
Notices to Administrator, Employer or Trustee [- 58 -]

      12.10       Participant
Notices and Waivers of Notices [- 58
-]

      12.11       No
Duplication of Benefits [- 58
-]

      12.12       Evidence
Furnished Conclusive [- 58
-]

      12.13       Release of
Claims [- 58 -]

      12.14       Multiple
Copies of Plan And/or Trust [- 58
-]

      12.15       Limitation
of Liability and Indemnification [- 58
-]

      12.16       Written
Elections and Forms [- 59
-]

      12.17       Assignment
and Alienation of Benefits [- 59
-]

      12.18       Exclusive
Benefit Rule [- 59 -]

      12.19       Dual and
Multiple Trusts [- 59
-]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Capitol
Bancorp Ltd.

      Employee
Stock Ownership Plan

      


      This
Agreement is made and entered into as of the 1st day of January, 2008,
between Capitol
Bancorp Ltd. (hereafter the "Sponsoring Employer") and Cristin
K. Reid, David O'Leary and Bruce A. Thomas (hereafter
collectively  the "Trustee").

      


      Introduction

      


      The
Sponsoring Employer previously established an employee stock ownership plan
(hereafter the "Plan") designed to invest primarily in employer securities as
provided in Code §4975(e)(7), effective January 1, 1988, which the Sponsoring
Employer wishes to amend. Therefore, effective January 1, 2008 (except for those
specific provisions that have an earlier effective date), the Sponsoring
Employer hereby amends and restates the Plan to comply with the requirements of
the Employee Retirement Income Security Act of 1974 and the Internal Revenue
Code of 1986, as amended by subsequent legislation, including the Economic
Growth and Tax Relief Act of 2001 and the Job Creation and Workers Assistance
Act of 2002, and certain law changes under the Pension Protection Act of 2006,
and to comply with all applicable rulings and Regulations
thereunder.

      


              Article
1                      

      Definitions

      


      
        	
                1.1  

              	
                Administrator.

              


      

      The term
"Administrator" means the Sponsoring Employer unless another Administrator is
appointed under Section 8.1.

      


      
        	
                1.2  

              	
                Adopting
      Employer.

              


      

      The term
"Adopting Employer" means any entity which adopts this Plan with the consent of
the Sponsoring Employer. In addition to all the other terms and conditions set
forth in the Plan, an Adopting Employer will also be subject to the terms and
conditions set forth in Article 10. An Affiliated Employer is not considered an
Adopting Employer unless it has specifically adopted the Plan. The method of
crediting Years of Service for purposes of eligibility and vesting of employees
of Adopting Employers shall be determined by resolution of the Board of
Directors of Capitol Bancorp Ltd. at the time of approval of the Adopting
Employer’s adoption of the Plan.  Such method of crediting Years of
Service shall be recorded in the administrative procedures of the Plan. A list
of the Adopting Employers is attached hereto as Appendix A.

      


      
        	
                1.3  

              	
                Affiliated
      Employer.

              


      

      The term
"Affiliated Employer" means any of the following: (1) a controlled group of
corporations as defined in Code §414(b); (2) a trade or business (whether or not
incorporated) under common control as described in Code §414(c); (3) any
organization (whether or not incorporated) which is a member of an affiliated
service group as described in Code §414(m); and (4) any other entity required to
be aggregated as described in Code §414(o). Any Periods of Service or Years of
Service with an Affiliated Employer will only be taken into account as otherwise
provided under the Plan.

      


      
        	
                1.4  

              	
                Age.

              


      

          The
term "Age" means a Participant's actual attained age unless other specified
under the terms of the Plan.

      


      
        	
                1.5  

              	
                Allocation
      Period.

              


      

      The term
"Allocation Period" means a period of 12 consecutive months or less for which
(a) an Employer contribution is made and allocated under the terms of the Plan;
(b) Forfeitures are allocated under the terms of the Plan; or (c) earnings and
losses are allocated under the terms of the Plan.

      


      
        	
                1.6  

              	
                Anniversary
      Date.

              


      

          The
term "Anniversary Date" means December 31st of each Plan Year.

      


      
        	
                1.7  

              	
                Annual
      Additions.

              


      

      The term
"Annual Additions" means the sum of the following amounts credited to a on a
Participant's behalf for any Limitation Year: (a) Employer contributions;
(b) Forfeitures; (c) amounts allocated to an individual medical account, as
defined in Code §415(l)(2), which is part of a pension or annuity plan
maintained by the Employer; and (d) amounts derived from contributions paid or
accrued that are attributable to post-retirement medical benefits, allocated to
the separate account of a Key Employee, as defined in Code §419A(d)(3), under a
welfare fund, as defined in Code §419(e), maintained by the Employer. A
Participant's Annual Additions do not include a Participant's Rollover
Contributions, loan repayments,

       

       

      
        
          
          

        

        
          - 1
-

          
            

          

        

        
          
          

        

      

       

      repayments
of prior Plan distributions, direct transfers of contributions from another plan
to this Plan, deductible contributions to a simplified employee pension plan, or
voluntary deductible contributions.

      


      
        	
                1.8  

              	
                Annuity
      Starting Date.

              


      

      The term
"Annuity Starting Date" means the first day of the first period for which a
benefit is paid as an annuity, or in the case of a benefit not payable as an
annuity, the first day all events have occurred which entitle the Participant to
the benefit. The first day of the first period for which a benefit is payable
because of Disability will be treated as the Annuity Starting Date only if it is
not an auxiliary benefit.

      


      
        	
                1.9  

              	
                Beneficiary.

              


      

      The term
"Beneficiary" means the recipient designated by a Participant to receive the
benefit payable upon the Participant's death, or the recipient designated by a
Beneficiary to receive any benefit payable in the event of the Beneficiary's
death prior to receiving the entire death benefit to which the Beneficiary is
entitled. All Beneficiary designations will be made subject to the following
provisions:

       

      
        
          	
                  (a)  

                	
                  Beneficiary
      Designations By a Participant. Subject to the provisions of Section
      5.8 regarding the rights of a Participant's
      Spouse, each Participant may designate a Beneficiary in writing with the
      Administrator. If a Participant designates his or her Spouse and the
      Participant and his or her Spouse are legally divorced subsequent to the
      date of the designation, then the designation of such Spouse as a
      Beneficiary hereunder will be deemed null and void unless the Participant,
      subsequent to the legal divorce, reaffirms the designation in writing. In
      the absence of any other designation, the Participant will be deemed to
      have designated the following Beneficiaries in the following order,
      provided however, that with respect to clauses (1) and (2) following, such
      Beneficiaries are then living: (1) the Participant's Spouse, (2) the
      Participant's issue per stirpes; and (3) the Participant's
      estate.

                


        

        


        
          	
                  (b)  

                	
                  Beneficiary
      Designations By a Beneficiary. In the absence of a Beneficiary
      designation or other directive from a Participant to the contrary, any
      Beneficiary may name his or her own Beneficiary in accordance with Section
      5.2(d) to receive any benefits payable in the
      event of the Beneficiary's death prior to the receipt of all the
      Participant's death benefits to which the Beneficiary was
      entitled.

                


        

        


        
          	
                  (c)  

                	
                  Beneficiaries
      Considered Contingent Until the Death of the Participant.
      Notwithstanding any provision in this Section to the contrary, any
      Beneficiary named hereunder will be considered a contingent Beneficiary
      until the death of the Participant (or Beneficiary, as the case may be),
      and until such time will have no rights granted to Beneficiaries under the
      Plan.

                


        

         

      

      
        	
                1.10  

              	
                Benefiting
      Participant.

              


      

      The term
"Benefiting Participant" means a Participant who is eligible to receive an
allocation of Employer contributions or Forfeitures as of the last day of an
Allocation Period. The requirements to be a Benefiting Participant are set forth
in Section 3.1(c).

      


      
        	
                1.11  

              	
                Break
      in Service.

              


      

      The term
"Break in Service" means a 12-month eligibility or Vesting computation period as
set forth in Section 1.84 in which an Employee does
not complete more than 500 Hours of Service. If any computation period is less
than 12 months, the Hours of Service requirement set forth in the preceding
sentence will be proportionately reduced if it is greater than one.

      


      
        	
                1.12  

              	
                Code.

              


      

      The term
"Code" means the Internal Revenue Code of 1986, as amended, and the Regulations
and rulings promulgated thereunder by the Internal Revenue Service. All
citations to sections of the Code and Regulations are to such sections as they
may from time to time be amended or renumbered.

      


      
        	
                1.13  

              	
                Code
      §401(a)(17) Compensation Limit.

              


      

      The term
"Code §401(a)(17) Compensation Limit" means, for any Plan Year and/or Limitation
Year which begins on or after January 1, 2002, the statutory limit that applies
to each Participant's annual Compensation for a specific Compensation
Determination Period which is taken into account under the Plan; such annual
Compensation will not exceed $200,000. However, the $200,000 statutory limit on
annual Compensation will be adjusted for cost-of-living increases in accordance
with Code §401(a)(17)(B). The cost-of-living adjustment in effect for a calendar
year applies to annual Compensation for the Compensation Determination Period
that begins with or within such calendar year. If a Compensation Determination
Period is less than 12 consecutive months, then the Code §401(a)(17)
Compensation Limit will be multiplied by a fraction, the numerator of which is
the number of months in the Compensation Determination Period, and the
denominator of which is 12. If Compensation for any prior
Compensation

       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          

        

      

       

      Determination
Period is used in determining a Participant's Plan benefits for the current Plan
Year, then the annual Compensation for such prior Compensation Determination
Period is subject to the applicable Code §401(a)(17) Compensation Limit as in
effect for that prior Compensation Determination Period.

      


      
        	
                1.14  

              	
                Code
      §414(s) Compensation.

              


      

      The term
"Code §414(s) Compensation" means for testing purposes any compensation that
qualifies as a nondiscriminatory definition of compensation under Code §414(s)
and the Regulations thereunder. The Administrator is not bound by any other
definition of compensation in the Plan in determining Code §414(s) Compensation.
The Administrator may determine on an annual basis (and within its discretion)
Code §414(s) Compensation, which will be applied consistently to all
Participants for a Plan Year; to all applicable tests that are administered for
such Plan Year; and to all plans (including this Plan) of the Sponsoring
Employer and Adopting Employers for such Plan Year. Code §414(s) Compensation
may be determined over the Plan Year for which the applicable test is being
performed or the calendar year ending within such Plan Year. In determining Code
§414(s) Compensation, the Administrator within its discretion may take into
consideration only the Compensation received while the Employee is a Participant
under the component of the Plan being tested.

      


      
        	
                1.15  

              	
                Code
      §415(c)(3) Compensation.

              


      

      The term
"Code §415(c)(3) Compensation" means the following:

      


      
        	
                (a)  

              	
                Top
      Heavy and Key Employee Determinations. In determining Top Heavy
      Minimum Allocations and if a Employee is a Key Employee, the term "Code
      §415(c)(3) Compensation means Form W-2 Compensation during the entire
      Compensation Determination Period that statutorily
  applies.

              


      

      


      
        	
                (b)  

              	
                Code
      §415 Limitations. In determining a Participant's Code §415
      limitation for any Limitation Year, Code §415(c)(3) Compensation means
      Form W-2 Compensation during the entire Compensation Determination Period
      that statutorily applies.

              


      

      


      
        	
                (c)  

              	
                Highly
      Compensated Employee Determinations. In determining if a
      Participant is a Highly Compensated Employee (or for any other statutory
      determination not described in paragraphs (a) and (b) above), Code
      §415(c)(c) Compensation means Form W-2 Compensation during the entire
      Compensation Determination Period that statutorily
  applies.

              


      

      


      
        	
                (d)  

              	
                Exclusions
      to Compensation Do Not Apply. Code §415(c)(3) Compensation includes
      any amounts that are excluded from Compensation under Section 1.20 of the
Plan.

              


      

      


      
        	
                (e)  

              	
                Inclusion
      of Certain Amounts. Code §415(c)(3) Compensation includes (a)
      elective deferrals as defined in Code §402(g)(3) and amounts contributed
      or deferred by the Employer at the election of the Employee which are not
      includible in gross income under Code §125 (including Deemed Code §125
      Compensation), Code §132(f)(4), or Code §457; and (b) effective January 1,
      2005, Post-Severance Compensation.

              


      

      


      
        	
                1.16  

              	
                Code
      §3401 Compensation.

              


      

      The term
"Code §3401 Compensation" means wages within the meaning of Code §3401(a) that
are actually paid or made available in gross income for the purposes of income
tax withholding at the source but determined without regard to any rules under
Code §3401 that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code §3401(a)(2)).

      


      
        	
                1.17  

              	
                Committee.

              


      

      The term
"Committee" means the administrative/advisory group that the Sponsoring Employer
may establish, to which the Sponsoring Employer may delegate certain of the
Sponsoring Employer's responsibilities as Administrator. The Sponsoring Employer
is permitted to select another name for such administrative/advisory group. The
Sponsoring Employer may appoint one or more members to the Committee. Members of
the Committee need not be Participants or Beneficiaries, and officers and
directors of the Sponsoring Employer are not precluded from serving as members
of the Committee.

      


      
        	
                1.18  

              	
                Company
      Stock.

              


      

      The term
"Company Stock" means common stock issued by the Employer which is voting common
stock (or preferred stock convertible into voting common stock) and which
qualifies under Code §409(l) as an Employer security.

       

      
        
          
          

        

        
          - 3
-

          
            

          

        

        
          
          

        

      

       

      
        	
                1.19  

              	
                Company
      Stock Account.

              


      

      The term "Company Stock Account" means
the account to which is credited a Participant's share of Company Stock
contributed to or acquired by the Plan.

      


      
        	
                1.20  

              	
                Compensation.

              


      

      The term
Compensation means amounts received by an Employee from the Employer during a
Compensation Determination Period, determined in accordance with the following
provisions:

      


      
        	
                (a)  

              	
                Compensation
      Used to Determine Employer Contributions. In determining Employer
      contributions, the term Compensation means a Participant's Form W-2
      Compensation received during the Compensation Determination Period. For
      purposes of this paragraph, (1) the Compensation Determination Period is
      the Plan Year; and (2) elective deferrals as defined in Code §402(g)(3)
      and amounts contributed or deferred by the Employer at the election of the
      Employee which are not includible in gross income under Code §125
      (including Deemed Code §125 Compensation), Code §132(f)(4), or Code §457
      will be included as Compensation.

              


      

      


      
        	
                (b)  

              	
                Code
      §401(a)(17) Compensation Limit. Notwithstanding any provision of
      this Section to the contrary, Compensation for any Compensation
      Determination Period (or Plan Year) will not exceed the limitation set
      forth in Code §401(a)(17) as in effect for that Compensation Determination
      Period (or Plan Year). The Code §401(a)(17) limit for Plan Years which
      begin on or after January 1, 2002 will not exceed $200,000, as adjusted
      for cost-of-living increases in accordance with Code §401(a)(17)(B). The
      cost-of-living adjustment in effect for a calendar year applies to annual
      Compensation for the Compensation Determination Period that begins with or
      within such calendar year. If a Compensation Determination Period is less
      than 12 consecutive months, then the applicable Code §401(a)(17) limit
      will be multiplied by a fraction, the numerator of which is the number of
      months in the Compensation Determination Period and the denominator of
      which is 12. If Compensation for any prior Compensation Determination
      Period is used in determining a Participant's Plan benefits for the
      current Plan Year, then the annual Compensation for such prior
      Compensation Determination Period is subject to the applicable Code
      §401(a)(17) limit in effect for that prior Compensation Determination
      Period.

              


      

       

      
        
          	
                  1.21  

                	
                  Compensation
      Determination Period

                


        

        The term
"Compensation Determination Period" means either the Plan Year, the Fiscal Year
ending with or within the Plan Year, or the calendar year ending with or within
the Plan Year, as specifically set forth in the Plan with respect to a
particular component or type of contribution. However, for purposes of a
specific statutory determination (e.g. whether an Employee is a Highly
Compensated Employee), the term "Compensation Determination Period" means the
period stated in the Plan.

      

      


      
        	
                1.22  

              	
                Current
      Obligations.

              


      

      The term
"Current Obligations" means obligations of the Trust Find arising from the
extension of credit to the Trust Fund and which are payable in cash within one
year from the date an Employer contribution is made to the Plan.

      


      
        	
                1.23  

              	
                Deemed
      Code §125 Compensation.

              


      

      The term
"Deemed §125 Compensation" means an excludable amount that is not available to
an Employee in cash in lieu of group health coverage under a Code §125
arrangement because that Employee is not able to certify that he or she has
other health coverage. An amount is permitted to be treated as Deemed Code §125
Compensation only if the Employer does not request or collect information about
the Employee's other health coverage as part of the enrollment process for the
health plan.

      


      
        	
                1.24  

              	
                Determination
      Date.

              


      

      The term
"Determination Date" means, for any Plan Year subsequent to the first Plan Year
of the Plan, the last day of the preceding Plan Year. For the first Plan Year of
the Plan, the term "Determination Date" means the last day of that first Plan
Year.

       

      
        	
                1.25  

              	
                Disability.

              


      

      The term
"Disability" means a physical or mental condition arising after an Employee has
become a Participant which totally and permanently prevents the Participant from
engaging in any occupation for remuneration or profit. The determination as to
whether a Participant has suffered a Disability will be made by a physician
acceptable to the Administrator. If a difference of opinion arises between the
Participant and the Administrator as to whether the Participant has suffered a
Disability, it will be settled by a majority decision of three physicians, one
to be appointed by the Administrator, one to be appointed by the Participant,
and the third to be appointed by the two physicians first appointed
herein.

       

       

      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

       

      
        	
                1.26  

              	
                Distribution
      Calendar Year.

              


      

      The term
"Distribution Calendar Year" means, for purposes of required minimum
distributions under Section 5.9, a calendar year
for which a minimum distribution is required. For distributions beginning before
the Participant's death, the first Distribution Calendar Year is the calendar
year immediately preceding the calendar year that contains the Participant's
Required Beginning Date. For distributions beginning after the Participant's
death, the first Distribution Calendar Year is the calendar year in which
distributions are required to begin under Section 5.9(b)(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.

      


      
        	
                1.27  

              	
                Early
      Retirement Age.

              


      

      The term
"Early Retirement Age" means any date after a Participant reaches 55 and
completes at least 10 Years of Service.

      


      
        	
                1.28  

              	
                Eligible
      Employee.

              


      

      The term
"Eligible Employee" means any Employee who is a member of an eligible class of
Employees and who is not excluded from participating in the Plan. If the Plan
utilizes the failsafe allocation provisions of Section 3.6, then the term "Eligible Employee" means any
Employee who receives a failsafe allocation, even if such Employee was
previously excluded from participating in the Plan. Furthermore, the Sponsoring
Employer may elect at any time to reclassify any Employee who had been excluded
from participating in the Plan (or a component of the Plan) to be an Eligible
Employee through a Plan amendment that is retroactively applied for one or more
prior Plan Years because the Plan (or a component of the Plan) failed to satisfy
for such Plan Year one of the tests set forth in Code §410(b)(1)(A), (B) or (C),
or for any other reason required to maintain the tax exempt status of the
Plan.

      


      
        	
                1.29  

              	
                Employee.

              


      

      The term
"Employee" means (a) any person that is reported on the payroll records of the
Sponsoring Employer as an employee who is deemed by the Sponsoring Employer to
be a common law employee; (b) any person that is reported on the payroll records
of an Affiliated Employer as an employee who is deemed by the Affiliated
Employer to be a common law employee (even if the Affiliated Employer is not an
Adopting Employer), except for purposes of determining eligibility to
participate in the Plan; (c) any Self-Employed Individual who derives Earned
Income from the Employer; and (d) any person who is considered a Leased Employee
but who (1) is not covered by a plan described in Code §414(n)(5), or (2) is
covered by a plan described in Code §414(n)(5) but Leased Employees constitute
more than 20% of the Employer's non-highly compensated workforce. However, the
term "Employee" will not include an Independent Contractor. If an Independent
Contractor is later determined by the Sponsoring Employer, a court, or
governmental agency to be an Employee or to have been an Employee, and so long
as such individual is an Eligible Employee, then such individual will only be
eligible for Plan participation prospectively and will participate in the Plan
as of the later of (a) the date that such determination is made, or (b) the
entry date set forth in Section 2.1(c) that
coincides with or next follows such determination and after such individual has
satisfied any eligibility requirements set forth in Section 2.1.

      


      
        	
                1.30  

              	
                Employer.

              


      

      The term
"Employer" means the Sponsoring Employer and any Adopting Employer.

      


      
        	
                1.31  

              	
                Exempt
      Loan.

              


      

      The term
"Exempt Loan" means a loan made to the Plan by a disqualified person or that is
guaranteed by a disqualified person and which satisfies the requirements of
Regulation §54.4975-7(b) and Department of Labor regulation
§2550.408b-3.

      


      
        	
                1.32  

              	
                Fiscal
      Year.

              


      

      The term
"Fiscal Year" means the Sponsoring Employer's 12 consecutive month accounting
year beginning January 1st and ending the following the following December 31st.
If the Fiscal Year is changed, a short Fiscal Year is established beginning the
day after the last day of the Fiscal Year in effect before this change and
ending on the last day of the new Fiscal Year.

      


      
        	
                1.33  

              	
                Forfeiture.

              


      

      The term
"Forfeiture" means generally the amount by which a Participant's Account balance
attributable to Employer contributions exceeds his or her Vested Interest in the
Participant's Account balance attributable to Employer contributions as
determined at the time set forth in Section ‎3.4. The term "Forfeiture" means any amount that is
removed from a Participant's Account pursuant to any Employee Plans

       

      
        
          
          

        

        
          - 5
-

          
            

          

        

        
          
          

        

      

       

      Compliance
Resolution System (EPCRS) program or any other correction guidance that is
issued by the Internal Revenue Service. However, no Forfeitures will occur
solely because a Participant transfers employment from the Sponsoring Employer
to an Affiliated Employer or Adopting Employer (or vice versa).

      


      
        	
                1.34  

              	
                Form
      W-2 Compensation.

              


      

      The term
"Form W-2 Compensation" means wages within the meaning of Code §3401(a) and all
other payments of compensation actually paid or made available in gross income
to an Employee by the Employer in the course of the Employer's trade or business
for which the Employer is required to furnish the Employee a Form W-2 under Code
§6041(d), §6051(a)(3) and §6052. Compensation must be determined without regard
to rules limiting remuneration included in wages based on the nature or location
of employment or services performed (like the exception for agricultural labor
in Code §3401(a)(2)).

      


      
        	
                1.35  

              	
                HCE.

              


      

      The term
"HCE" means a Highly Compensated Employee.

      


      
        	
                1.36  

              	
                Highly
      Compensated Employee.

              


      

      The term
"Highly Compensated Employee" means any Employee who during the Plan Year or the
look-back year was a 5% owner as defined in Code §416(i)(1), or who for the
look-back year had Code §415 Compensation in excess of $80,000 as adjusted in
accordance with Code §415(d) (except that the base year will be the calendar
quarter ending September 30, 1996). In determining who is a former Highly
Compensated Employee, the rules for determining which Employees are Highly
Compensated Employees for the Plan Year or look-back year for which the
determination is being made (in accordance with temporary Regulation
§1.414(q)-1T, A-4, Notice 97-45, and any subsequent guidance) will be applied. A
former Highly Compensated Employee for the determination year is any former
Employee who, with respect to the Employer, had a separation year (as defined in
temporary Regulation §1.414(q)-1T, A-5) prior to the determination year and was
an active Highly Compensated Employee for either such Employee's separation year
or any determination year ending on or after the Employee's 55th birthday. For
purposes of determining status as a former Highly Compensated Employee, whether
an employee was an active Highly Compensated Employee for a determination year
that ended on or after the Employee's 55th birthday, or that was a separation
year, is based on the rules applicable to determining HCE status as in effect
for that determination year. If the Employer maintains more than one qualified
retirement plan, the definition of Highly Compensated Employee must be
consistently applied to all such plans. In determining if an Employee is a
Highly Compensated Employee based on his or her Compensation, the top paid group
election in Code §414(q)(3) will not be applied by this Plan.

      


      
        	
                1.37  

              	
                Hour
      of Service.

              


      

      The term
"Hour of Service" means, with respect to any provision of the Plan in which
service is determined by the elapsed time method, each hour for which an
Employee is paid, or is entitled to payment, by the Employer or an Affiliated
Employer for the performance of duties. With respect to any provision of the
Plan in which service is determined by counting an Employee's Hours of Service,
the meaning of the term "Hour of Service" will be determined in accordance with
the following provisions:

      


      
        	
                (a)  

              	
                Determination
      of Hours. The term Hour of Service means (1) each hour an Employee
      is paid, or entitled to payment, for the performance of duties for the
      Employer or an Affiliated Employer, which will be credited to the Employee
      for the computation period in which the duties are performed; (2) each
      hour for which an Employee is paid, or entitled to payment, by the
      Employer or an Affiliated Employer on account of a period of time during
      which no duties are performed (irrespective of whether the employment
      relationship has terminated) due to vacation, holiday, illness, incapacity
      (including disability), layoff, jury duty, military duty or leave of
      absence, except that no more than 501 Hours of Service will be credited
      under this clause (2) for any single continuous period (whether or not
      such period occurs in a single computation period); and (3) each hour for
      which back pay, irrespective of mitigation of damages, is either awarded
      or agreed to by the Employer or an Affiliated Employer, except that the
      same hours will not be credited both under clause (1) or clause (2) and
      under this clause (3), and these hours will be credited 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. Hours of Service will be calculated and credited pursuant
      to DOL Regulation §2530.200b-2(b) and (c), which are incorporated in this
      Plan by reference. Hours of Service shall be determined on the basis of
      actual hours for which the Employee is paid or entitled to payment as
      reflected on the Employee's W-2
form.

              


      

       

       

      
        
          
          

        

        
          - 6
-

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)  

              	
                Maternity
      or Paternity Leave. In determining if a Break in Service for
      participation and Vesting has occurred in a computation period, an
      individual on Maternity or Paternity Leave will receive credit for up to
      501 Hours of Service which would otherwise have been credited but for such
      absence, or in any case in which such Hours of Service cannot be
      determined, 8 hours per day of such absence. Hours  of Service
      credited for Maternity of Paternity Leave will be credited in the
      computation period in which the absence begins if the crediting is
      necessary to prevent a Break in Service in that period, or in all other
      cases, in the following computation
period.

              


      

      


      
        	
                (c)  

              	
                Use
      of Equivalencies. Notwithstanding paragraph (a), the Administrator
      may elect for all Employees or for one or more different classifications
      of Employees (provided such classifications are reasonable and are
      consistently applied) to apply one or more of the following equivalency
      methods in determining the Hours of Service of an Employee. Under such
      equivalency methods, an Employee will be credited with (1) 190 Hours of
      Service for each month he or she is paid or entitled to payment for at
      least one Hour of Service; or (2) 95 Hours of Service for each
      semi-monthly period in which he or she is paid or entitled to payment for
      at least one Hour of Service; or (3) 45 Hours of Service for each week he
      or she is paid or entitled to payment for at least one Hour of Service; or
      (4) 10 Hours of Service for each day he or she is paid or entitled to
      payment for at least one Hour of
Service.

              


      

      


      
        	
                1.38  

              	
                Immediately
      Distributable.

              


      

      The term
"Immediately Distributable" means any part of the Participant's benefit that
could be distributed to the Participant (or the Participant's surviving Spouse)
before the Participant reaches (or would have reached if not deceased) the later
of his or her Normal Retirement Age or Age 62.

      


      
        	
                1.39  

              	
                Key
      Employee.

              


      

      The term
"Key Employee" means, for Plan Years beginning on or after January 1, 2002, any
Employee, former Employee or deceased Employee who at any time during the Plan
Year that includes the Determination Date was (a) an officer of the Employer
having annual Compensation greater than the dollar amount set forth in Code
§416(i)(1), as adjusted for Plan Years beginning after December 31, 2002; (b) a
5% owner as defined in Code §416(i)(1)(B)(I); or (c) a 1% owner as defined in
Code §416(i)(1)(B)(ii) whose annual Compensation is more than $150,000. The
determination of who is a Key Employee will be made in accordance with Code
§416(i)(1) and the Regulations and other guidance issued
thereunder.

      


      
        	
                1.40  

              	
                Leased
      Employee.

              


      

      The term
"Leased Employee" means, for Plan Years beginning on or after January 1, 1997,
any person within the meaning of Code §414(n)(2) and §414(o) who is not reported
on the payroll records of the Employer as a common law employee and who provides
services to the Employer if (a) the services are provided under an agreement
between the Employer and a leasing organization; (b) the person has performed
services for the Employer or for the Employer and related persons as determined
under Code §414(n)(6) on a substantially full time basis for a period of at
least one year; and (c) the services are performed under the primary direction
or control of the Employer. Contributions or benefits provided to a Leased
Employee by the leasing organization which are attributable to services
performed for the Employer will be treated as provided by the Employer. A Leased
Employee will not be considered an Employee of the recipient if he or she is
covered by a money purchase plan providing (a) a non-integrated Employer
contribution rate of at least 10% of Code §415 Compensation, including amounts
contributed by the Employer pursuant to a salary deferral agreement which are
excludible from the Leased Employee's gross income under a cafeteria plan
covered by Code §125 (including Deemed Code §125 Compensation), a cash or
deferred plan under Code §401(k), a SEP under Code §408(k) or a tax-deferred
annuity under Code §403(b), and also including, for Plan Years beginning on or
after January 1, 2001, any elective amounts that are not includible in the gross
income of the Leased Employee because of Code §132(f)(4); (b) immediate
participation; and (c) full and immediate vesting. This exclusion is only
available if Leased Employees do not constitute more than 20% of the recipient's
non-highly compensated work force.

      


      
        	
                1.41  

              	
                Life
      Expectancy.

              


      

      The term
"Life Expectancy" means, for purposes of required minimum distributions under
Section 5.9, life expectancy as computed by use of
the Single Life Table in Regulation §1.401(a)(9)-9.

      


      
        	
                1.42  

              	
                Limitation
      Year.

              


      

      The term
"Limitation Year" means the Plan Year.

       

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

       

      
        	
                1.43  

              	
                Maternity
      or Paternity Leave.

              


      

      The term
"Maternity or Paternity Leave" means that an Employee is absent from work
because of the Employee's pregnancy; the birth of the Employee's child; the
placement of a child with the Employee in connection with the adoption of such
child by the Employee; or the need to care for such child for a period beginning
immediately following the child's birth or placement as set forth
above.

      


      
        	
                1.44  

              	
                Named
      Fiduciary.

              


      

      The term
"Named Fiduciary" means the Plan Administrator or other fiduciary named by the
Plan Administrator to control and manage the operation and administration of the
Plan. To the extent authorized by the Plan Administrator, a Named Fiduciary may
delegate its responsibilities to a third party or parties. The Employer will
also be a Named Fiduciary.

      


      
        	
                1.45  

              	
                NHCE.

              


      

      The term
"NHCE" means a Non-Highly Compensated Employee.

      


      
        	
                1.46  

              	
                Non-Highly
      Compensated Employee.

              


      

      The term
"Non-Highly Compensated Employee" means any Employee who is not a Highly
Compensated Employee.

      


      
        	
                1.47  

              	
                Non-Key
      Employee.

              


      

      The term
"Non-Key Employee" means any Employee who is not a Key Employee, including
former Key Employees. In making the allocation in Section 3.5, Non-Key Employee means a Non-Key Employee who
either is a Participant or would be a Participant but for the reasons in Section
3.5(a).

      


      
        	
                1.48  

              	
                Normal
      Retirement Age.

              


      

      The term
"Normal Retirement Age" means the date a Participant reaches Age 65. There is no
mandatory retirement Age.

      


      
        	
                1.49  

              	
                Normal
      Retirement Date.

              


      

      The term
"Normal Retirement Date" means the same date a Participant reaches Normal
Retirement Age.

      


      
        	
                1.50  

              	
                Other
      Investments Account.

              


      

      The term
"Other Investments Account", if any, means the aggregate value of all of a
Participant's accounts (other than the Company Stock Account) to which are
credited a Participant's share of Employer contributions, Forfeitures which are
not used to pay administrative expenses or to reduce Employer contributions,
earnings and losses, and the proceeds of any Policies, if any, purchased on the
Participant's life under Section 7.2. Any purchase
of Company Stock will be debited from one or more of these accounts which
together constitute a Participant's Other Investments Account.

      


      
        	
                1.51  

              	
                Otherwise
      Excludible Participant.

              


      

      The term
"Otherwise Excludible Participant" means a Participant who has not satisfied the
statutory age and service requirements set forth in Code §410(b).

      


      
        	
                1.52  

              	
                Participant.

              


      

      The term
"Participant" means any Employee who has met the eligibility and participation
requirements of the Plan. However, an individual who is no longer an Employee
will cease to be a Participant if his or her entire Plan benefit (1) is fully
guaranteed by an insurance company and legally enforceable at the sole choice of
such individual against such insurance company, provided that a contract,
Policy, or certificate describing the individual's Plan benefits has been issued
to such individual; (2) is paid in a lump sum distribution which represents such
individual's entire interest in the Plan; or (3) is paid in some other form of
distribution and the final payment thereunder has been made.

      


      
        	
                1.53  

              	
                Participant's
      Account.

              


      

      The term
"Participant's Account" means the aggregate balance in a Participant's Company
Stock Account and Other Investments Account and any other accounts that the
Administrator may determine necessary from time.

      


      
        	
                1.54  

              	
                Participant's
      Account Balance.

              


      

      The term
"Participant's Account Balance" means, for required minimum distributions
purposes under Section 5.9, the balance of the
Participant's Account as of the last Valuation Date in the Valuation Calendar
Year, increased by contributions made and allocated or forfeitures allocated to
the Account 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 Participant's Account Balance for the Valuation Calendar
Year includes any amounts rolled over or transferred to the Plan in the
Valuation Calendar Year or the Distribution Calendar Year if distributed or
transferred in the Valuation Calendar Year.

       

      
        
          
          

        

        
          - 8
-

          
            

          

        

        
          
          

        

      

       

      
        	
                1.55  

              	
                Permissive
      Aggregation Group.

              


      

      The term
"Permissive Aggregation Group" means a Required Aggregation Group plus any
Employer plan or plans which when considered as a group with the Required
Aggregation Group would continue to satisfy the requirements of Code §401(a)(4)
and §410.

      


      
        	
                1.56  

              	
                Plan.

              


      

      The term
"Plan" means the Capitol Bancorp Ltd. Employee Stock Ownership Plan, established
by the Sponsoring Employer as amended from time to time.

      


      
        	
                1.57  

              	
                Plan
      Year.

              


      

      The term
Plan Year means the Plan's twelve month accounting year beginning January 1st
and ending the following the following December 31st. If the Plan Year is
changed, a short Plan Year will be established beginning the day after the last
day of the Plan Year in effect before the change and ending on the last day of
the new Plan Year.

      


      
        	
                1.58  

              	
                Policy.

              


      

      The term
"Policy" means an insurance policy or annuity contract purchased pursuant to
Section 7.2.

      


      
        	
                1.59  

              	
                Qualified
      Domestic Relations Orders.

              


      

      The term
"Qualified Domestic Relations Order" is a signed domestic relations order issued
by a State Court which creates, recognizes or assigns to an alternate payee(s)
right to receive all or part of a Participant's Plan benefit. An alternate payee
is a Spouse, former Spouse, child, or other dependent of a Participant who is
treated as a Beneficiary under the Plan as a result of the QDRO. Effective as of
April 6, 2007,  the term "Qualified Domestic Relations Order" also
includes (a) an order that is issued with respect to another DRO or QDRO,
including an order that revises or amends a prior order; (b) an order issued
after the participant’s annuity starting date or death; or (c) an order that
names as the alternate payee a person deemed financially dependent upon the
participant, provided that the other requirements for a QDRO as set forth in the
Plan’s QDRO procedure and/or as defined in Code §414(p) are
satisfied.

      


      
        	
                1.60  

              	
                Required
      Aggregation Group.

              


      

      The term
"Required Aggregation Group" means (1) each Employer qualified deferred
compensation plan in which at least one Key Employee participates or
participated at any time during the Plan Year containing the Determination Date
or any of the four preceding Plan Years (regardless of whether the plan has
terminated); and (2) any other Employer qualified deferred compensation plan
that enables a plan described in (1) to satisfy Code §401(a)(4) or
§410.

      


      
        	
                1.61  

              	
                Required
      Beginning Date.

              


      

      The term
"Required Beginning Date" means the later of April 1 of the calendar year
following the calendar year age in which a Participant reaches age 701⁄2 or actual
retirement. However, for a Participant who is a 5% owner, the term Required
Beginning Date means April 1st of the calendar year following the later of the
calendar year in which the Participant reaches Age 701⁄2. Notwithstanding the
foregoing to the contrary, if a Participant made a distribution election prior
to January 1, 1984 pursuant to §242(b) of the Tax Equity and Fiscal
Responsibility Act (TEFRA), such Participant's benefit will be distributed at
the time and in the manner set forth in the election provided it has not been
revoked, and further provided that the election provides a method of
distribution of benefits which satisfies the provisions of Code §401(a)(9) as in
effect prior to the enactment of TEFRA.

      


      
        	
                1.62  

              	
                Regulation.

              


      

      The term
"Regulation" means regulations as promulgated by the Secretary of the Treasury,
the Secretary of the Department of Labor, or their delegates, as amended and/or
renumbered from time to time.

      


      
        	
                1.63  

              	
                Rollover
      Account.

              


      

      The term
"Rollover Account" means account to which a Participant's Rollover
Contributions, if any, are credited.

      


      
        	
                1.64  

              	
                Rollover
      Contribution (or Rollover).

              


      

      The terms
"Rollover Contribution" and "Rollover" mean an amount eligible for tax free
rollover treatment which is transferred to this Plan from a qualified retirement
plan under Code §401(a); from a qualified annuity plan under Code §403(a); from
a qualified annuity under Code §403(b); from an individual retirement account
under Code §408(a) (without regard to whether the individual retirement account
is a "conduit individual retirement account"); from an individual retirement
annuity under Code §408(b) (without regard to whether the individual retirement
account is a "conduit individual retirement account"); and from a governmental
plan under Code §457(b).

    

     

    
      
        	
                1.65  

              	
                Safe
      Harbor Code §415 Compensation.

              


      

      The "Safe
Harbor Code §415 Compensation" means an Employee's compensation as determined
under Regulation §1.415-2(d)(10), to wit: Earned Income, wages, salaries,
fees



    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    for
professional services and other amounts received (without regard to whether or
not an amount is paid in cash) for personal services actually rendered in the
course of employment with the Sponsoring Employer maintaining the Plan to the
extent that the amounts are includable in gross income (including, but not
limited to, commissions paid salespersons, compensation for services based on a
percentage of profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements, or other expense allowances under a
non-accountable plan as described in Regulation §1.62-2(c)). Safe Harbor Code
§415 Compensation includes amounts paid or made available to the Employee. An
Employee's Safe Harbor Code §415 Compensation will be determined in accordance
with the following provisions:

    


    
      	
              (a)  

            	
              Excluded
      Amounts. Safe Harbor Code §415 Compensation does not include the
      following: (1) Employer contributions made by the Employer to a plan of
      deferred compensation to the extent that, before the application of the
      Code §415 limitations to that plan, the contributions are not includible
      in the Employee's gross income for the taxable year in which contributed;
      Employer contributions made on behalf of an Employee to a simplified
      employee pension described in Code §408(k) for the taxable year in which
      contributed;  and any distributions from a plan of deferred
      compensation for Code §415 purposes, regardless of whether such amounts
      are includible in the Employee's gross income when distributed; (2)
      Amounts realized from the exercise of a non-qualified stock option, or
      when restricted stock (or property) held by an Employee either becomes
      freely transferable or is no longer subject to a substantial risk of
      forfeiture; (3) Amounts realized from the sale, exchange or other
      disposition of stock acquired under a qualified stock option; and (4)
      Other amounts which receive special tax benefits, such as premiums for
      group-term life insurance (but only to the extent that the premiums are
      not includible in the gross income of the employee), or contributions made
      by an Employer (whether or not under a salary deferral agreement) towards
      the purchase of an annuity described in Code §403(b) (regardless of
      whether such the contributions are excludible from an Employee's gross
      income).

            


    

    


    
      	
              (b)  

            	
              Inclusion
      of Certain Amounts. Code §415(c)(3) Compensation includes (a)
      elective deferrals as defined in Code §402(g)(3) and amounts contributed
      or deferred by the Employer at the election of the Employee which are not
      includible in gross income under Code §125 (including Deemed Code §125
      Compensation), Code §132(f)(4), or Code §457; and (b) effective January 1,
      2005, Post-Severance Compensation.

            


    

    


    
      	
              1.66  

            	
              Sponsoring
      Employer.

            


    

    The term
"Sponsoring Employer" means Capitol Bancorp Ltd. (and any successor thereto that
elects to assume sponsorship of this Plan).

    


    
      	
              1.67  

            	
              Spouse.

            


    

    The term
"Spouse" means the person to whom a Participant is legally married. Furthermore,
a former Spouse will be treated as the Participant's Spouse or surviving Spouse
to the extent provided under a Qualified Domestic Relations Order.

    


    
      	
              1.68  

            	
              Statutory
      Code §415 Compensation.

            


    

    The term
"Statutory Code §415 Compensation" means, in applying the Code §415 limits, an
Employee's compensation determined as follows under Regulation
§1.415-2(d)(2):

    


    
      	
              (a)  

            	
              Amounts
      Includable as Statutory Code §415 Compensation. Statutory Code §415
      Compensation  includes the following: (1) wages, salaries, fees
      for professional services and other amounts received (without regard to
      whether or not an amount is paid in cash) for personal services actually
      rendered in the course of employment with the Sponsoring Employer
      maintaining the Plan to the extent that the amounts are includable in
      gross income (including, but not limited to, commissions paid
      salespersons, compensation for services based on a percentage of profits,
      commissions on insurance premiums, tips, bonuses, fringe benefits, and
      reimbursements, or other expense allowances under a non-accountable plan
      as described in Regulation §1.62-2(c)); (2) in the case of a Self-Employed
      Individual, Earned Income; (3) amounts described in Code §104(a)(3),
      §105(a) and 105(h), but only to the extent these amounts are includible in
      the gross income of the Employee; (4) amounts paid or reimbursed by the
      Employer for moving expenses incurred by the Employee, but only to the
      extent that at the time of the payment it is reasonable to believe that
      these amounts are not deductible by the Employee under Code §217; (5) the
      value of a non-qualified stock option granted to an Employee by the
      Employer, but only to the extent that the value of the option is
      includible in the gross income of the Employee for the taxable year in
      which granted; and (6) the amount includible in the gross income of an
      Employee upon 

            


    

     

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    
      making
the election described in Code §83(b). Clauses (1) and (2) above include foreign
earned income (as defined in Code §911(b)), regardless of whether excludible
from gross income under Code §911. Compensation determined under clause (1)
above is to be determined without regard to the exclusions from gross income in
Code §931 and §933. Similar principles are to be applied with respect to income
subject to Code §931 and §933 in determining compensation described in clause
(2). Statutory Code §415 Compensation includes amounts paid or made available to
the Employee.

       

    

    
      	
              (b)  

            	
              Exclusion
      of Certain Amounts. Statutory Code §415 Compensation does not
      include (1) Employer contributions made by the Employer to a plan of
      deferred compensation to the extent that, before the application of the
      Code §415 limitations to that plan, the contributions are not includible
      in the Employee's gross income for the taxable year in which contributed;
      Employer contributions made on behalf of an Employee to a simplified
      employee pension described in Code §408(k) for the taxable year in which
      contributed;  and any distributions from a plan of deferred
      compensation for Code §415 purposes, regardless of whether such amounts
      are includible in the Employee's gross income when distributed; (2)
      amounts realized from the exercise of a non-qualified stock option, or
      when restricted stock (or property) held by an Employee either becomes
      freely transferable or is no longer subject to a substantial risk of
      forfeiture; (3) amounts realized from the sale, exchange or other
      disposition of stock acquired under a qualified stock option; and (4)
      other amounts which receive special tax benefits, such as premiums for
      group-term life insurance (but only to the extent that the premiums are
      not includible in the gross income of the employee), or contributions made
      by an Employer (whether or not under a salary deferral agreement) towards
      the purchase of an annuity described in Code §403(b) (regardless of
      whether such the contributions are excludible from an Employee's gross
      income).

            


    

    


    
      	
              (c)  

            	
              Inclusion
      of Certain Amounts. Code §415(c)(3) Compensation includes (a)
      elective deferrals as defined in Code §402(g)(3) and amounts contributed
      or deferred by the Employer at the election of the Employee which are not
      includible in gross income under Code §125 (including Deemed Code §125
      Compensation), Code §132(f)(4), or Code §457; and (b) effective January 1,
      2005, Post-Severance Compensation.

            


    

    


    
      	
              1.69  

            	
              Terminated
      Participant.

            


    

    The term
"Terminated Participant" means a Participant who has ceased to be an Employee
for reasons other than retirement, death or Disability.

    


    
      	
              1.70  

            	
              Top
      Heavy.

            


    

    The term
"Top Heavy" means for any Plan Year beginning after December 31, 1983 that (1)
the Top Heavy Ratio exceeds 60% and the Plan is not part of a Required
Aggregation Group or Permissive Aggregation Group; or (2) the Plan is a part of
a Required Aggregation Group but not a Permissive Aggregation Group and the Top
Heavy Ratio for the group exceeds 60%; or (3) the Plan is a part of a Required
Aggregation Group and a Permissive Aggregation Group and the Top Heavy Ratio for
the Permissive Aggregation Group exceeds 60%.

    


    
      	
              1.71  

            	
              Top
      Heavy Minimum Allocation.

            


    

    The term
"Top Heavy Minimum Allocation" means an amount of Employer contributions and
Forfeitures that is subject to the following rules: (a) if a defined benefit
plan is not part of a Required Aggregation Group or a Permissive Aggregation
Group with this Plan, then the Top Heavy Minimum Allocation equals an Employee's
Code §415(c)(3) Compensation multiplied by the lesser of (1) 3% or (2) the
largest percentage of Employer contributions (including any Elective Deferrals
made on behalf of a Key Employee to a 401(k) Plan maintained by the Employer)
and Forfeitures that are allocated to the Participant's Account of a Key
Employee for that Plan Year, expressed as a percentage of such Key Employee's
Code §415(c)(3) Compensation; (b) elective deferrals that are made on behalf of
a Participant to a 401(k) Plan (and, for Plan Years beginning before 2002,
matching contributions) cannot be used to satisfy the Top Heavy Minimum
Allocation; (c) Social Security contributions are disregarded; and (d) to the
extent required to be nonforfeitable under Code §416(b)), the Top Heavy Minimum
Allocation may not be forfeited under Code §411(a)(3)(B) or
§411(a)(3)(D).

    


    
      	
              1.72  

            	
              Top
      Heavy Ratio.

            


    

    For Plan
Years beginning on or after January 1, 2002, in determining if this Plan is Top
Heavy, the "Top Heavy Ratio" will be determined in accordance with the following
provisions:

     

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              Employer
      Only Maintains DC Plans. If the Employer maintains one or more
      defined contribution plans (including any Simplified Employee Pension
      Plan) and the Employer has not maintained any defined benefit plan which
      during the 5-year period ending on the Determination Date(s) has or has
      had accrued benefits, then the Top Heavy Ratio for this Plan alone, for
      the Required Aggregation Group, or for the Permissive Aggregation Group as
      appropriate is a fraction, the numerator of which is the sum of the
      Participant's Account balances of all Key Employees as of the
      Determination Date(s) (including any part of any Participant's Account
      balance distributed during the 1-year period ending on the Determination
      Date(s); however, including any part of any Participant's Account balance
      distributed during the 5-year period ending on the Determination Date in
      the case of a distribution made for a reason other than severance from
      employment, death, or Disability), and the denominator of which is the sum
      of all Participant's Account balances (including any part of any
      Participant's Account balance distributed in the 1-year period ending on
      the Determination Date(s); however, including any part of any
      Participant's Account balance distributed during the 5-year period ending
      on the Determination Date in the case of a distribution made for a reason
      other than severance from employment, death, or Disability), both computed
      in accordance with Code §416 and the Regulations thereunder. Both the
      numerator and denominator of the Top Heavy Ratio are increased to reflect
      any contribution that is not actually made as of the Determination Date,
      but which is required to be taken into account on that Determination Date
      under Code §416 and the Regulations
thereunder.

            


    

    


    
      	
              (b)  

            	
              Employer
      Maintains Both DC and DB Plans. If the Employer maintains one or
      more defined contribution plans (including any Simplified Employee Pension
      Plan) and the Employer maintains or has maintained one or more defined
      benefit plans which during the 5-year period ending on the Determination
      Date(s) has or has had any accrued benefits, then the Top Heavy Ratio for
      any Required Aggregation Group or for any Permissive Aggregation Group as
      appropriate is a fraction, the numerator of which is the sum of the
      Participant's Account balances under the aggregated defined contribution
      plan or plans for all Key Employees, determined in accordance with
      paragraph (a) above, and the present value of accrued benefits under the
      aggregated defined benefit plan or plans for all Key Employees as of the
      Determination Date(s), and the denominator of which is the sum of the
      Participant's Account balances under the aggregated defined contribution
      plan or plans for all Participants, determined in accordance with
      paragraph (a) above, and the present value of accrued benefits under the
      defined benefit plan or plans for all Participants as of the Determination
      Date(s), all determined in accordance with Code §416 and the Regulations
      thereunder. The accrued benefits under a defined benefit plan in both the
      numerator and denominator of the Top Heavy Ratio are increased for any
      distribution of an accrued benefit made in the 1-year period ending on the
      Determination Date (or the 5-year period ending on the Determination Date
      in the case of a distribution made for a reason other than severance from
      employment, death, or Disability).

            


    

    


    
      	
              (c)  

            	
              Value
      of Participant's Account Balances and the Present Value of Accrued
      Benefits. For purposes of paragraphs (a) and (b), the value of the
      Participant's Account balances and the present value of accrued benefits
      will be determined as of the most recent Valuation Date that falls within
      or ends with the 12-month period ending on the Determination Date, except
      as provided in Code §416 and the Regulations for the first and second Plan
      Years of a defined benefit plan. The Participant's Account balances and
      accrued benefits will be disregarded for a Participant (1) who is not a
      Key Employee during the 12-month period ending on the Determination Date
      but was a Key Employee in a prior year, or (2) who has not been credited
      with at least one Hour of Service with any Employer maintaining the Plan
      at any time during the 1-year period ending on the Determination Date. The
      calculation of the Top Heavy Ratio and the extent to which distributions,
      Rollover Contributions, and Transfer Contributions are taken into account
      will be made in accordance with Code §416 and the Regulations thereunder.
      When aggregating plans, the value of the Participant's Account balances
      and accrued benefits will be calculated with reference to the
      Determination Dates that fall within the same calendar year. The accrued
      benefit of a Participant other than a Key Employee will be determined
      under (1) the method, if any, that uniformly applies for accrual purposes
      under all defined benefit plans maintained by the Employer, or (2) if
      there is no such method, then as if such benefit accrued not more rapidly
      than the slowest accrual rate permitted under the fractional rule of Code
      §411(b)(1)(C).

            


    

     

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              Computing
      Present Values. In establishing the present value of accrued
      benefits to compute the Top Heavy Ratio, benefits not in pay status are
      handled on the basis that retirement occurs on the automatic vesting date
      or, if later, the date of reference. Benefits are discounted only for
      interest and mortality.

            


    

    


    
      	
              1.73  

            	
              Transfer
      Contribution.

            


    

    The term
"Transfer Contribution" means a non-taxable transfer of a Participant's benefit
directly or indirectly from another qualified plan to this Plan. Transfer
Contributions include assets transferred to this Plan from another plan as a
result of a merger or similar transaction involving this Plan and the other
plan. Any direct or indirect transfer as defined in Code §401(a)(11) of assets
from a defined benefit plan, a money purchase plan, a target benefit plan, a
stock bonus plan, or a profit sharing plan that provided for a life annuity form
of payment to the Participant will be considered a Transfer Contribution.
Elective deferrals (including qualified matching contributions, qualified
matching contributions, and 401(k) safe harbor contributions) which are
transferred to this Plan in a direct or indirect trustee-to-trustee transfer
from another qualified plan and which remain subject to the limitations in
Regulation §1.401(k)-1(d) will be considered a Transfer Contribution. Assets
that are transferred from another qualified plan in a plan-to-plan elective
transfer will also be considered a Transfer Contribution.

    


    
      	
              1.74  

            	
              Transfer
      Contribution Account.

            


    

    The term
"Transfer Contribution Account" means the account to which a Participant's
Transfer Contributions, if any, are allocated.

    


    
      	
              1.75  

            	
              Trustee.

            


    

    The term
"Trustee" means the persons or entity named as trustee or trustees of the Trust.
The term Trustee will also mean custodian if a custodian is appointed by the
Sponsoring Employer.

    


    
      	
              1.76  

            	
              Trust
      (or Trust Fund).

            


    

    The term
"Trust" or "Trust Fund" means the assets of the Plan. The term Trust or Trust
Fund will also mean any custodial agreement entered into by the Sponsoring
Employer.

    


    
      	
              1.77  

            	
              Unallocated
      Company Stock Account.

            


    

    The term "Unallocated
Company Stock Account" means an account containing Company Stock acquired with
the proceeds of an Exempt Loan and which has not been allocated to the
Participants' Company Stock Accounts.

     

    
      	
              1.78  

            	
              Valuation
      Calendar Year.

            


    

    The term
"Valuation Calendar Year" means, for purposes of required minimum distributions
under Section 5.9, the calendar year immediately
preceding a Distribution Calendar Year.

    


    
      	
              1.79  

            	
              Valuation
      Date.

            


    

    The term
"Valuation Date" means the date when the Trustee determines the value of the
Trust Fund. A Valuation Date of the Trust Fund must occur as of the last day of
each Plan Year. However, the Administrator can value all or any portion of the
assets of the Trust Fund more frequently, including, but not limited to,
semi-annually, quarterly, monthly, or daily; the Administrator may implement any
additional Valuation Dates for any reason. For purposes of calculating the Top
Heavy Ratio, the term "Valuation Date" means the date when the Participant's
Account balances or accrued benefits are valued.

    


    
      	
              1.80  

            	
              Vested
      Aggregate Account.

            


    

    The term
Vested Aggregate Account means a Participant's Vested Interest in the aggregate
value of his or her Participant's Account and any accounts attributable to the
Participant's own Plan contributions (including rollovers).

    


    
      	
              1.81 

            	
              Vested,
      Vested Interest or Vesting.

            


    

    The term
"Vested," "Vested Interest" or "Vesting" means a Participant's nonforfeitable
percentage in an account maintained on his or her behalf under the Plan. A
Participant's Vested Interest in his or her Participant's Account will be
determined in accordance with Section 4.6.

    


    
      	
              1.82  

            	
              Voluntary
      Employee Contribution.

            


    

    The term
Voluntary Employee Contribution means a non-deductible contribution made to the
Plan by a Participant.

    


    
      	
              1.83  

            	
              Voluntary
      Employee Contribution Account.

            


    

    The term
Voluntary Employee Contribution Account means the sub-account to which a
Participant's Voluntary Employee Contributions, if any, are
allocated.

     

     

    
      
        
        

      

      
        - 13
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              1.84  

            	
              Year
      of Service.

            


    

    With
respect to any provision of the Plan in which service is determined by counting
an Employee's Hours of Service, the term "Year of Service" means a
12-consecutive month computation period during which an Employee (or
Participant) is credited with a specified number of Hours of Service for the
Employer, determined in accordance with the following provisions:

    


    
      	
              (a)  

            	
              Employment
      Commencement Date. The Employment Commencement Date is the first
      day an Employee performs an Hour of Service for an Employer, Affiliated
      Employer or Adopting Employer. The Reemployment Commencement Date is the
      first day following a Break In Service on which an Employee performs an
      Hour of Service for an Employer, Adopting Employer or Affiliated
      Employer.

            


    

    


    
      	
              (b)  

            	
              Year
      of Service for Eligibility. For any Plan Year in which the
      eligibility requirements under Section 2.1
      are based on an Employee's Years of Service, a Year of Service is a
      12-consecutive month computation period in which an Employee is credited
      with at least 1,000 Hours of Service. An Employee's initial eligibility
      computation period will begin on his or her Employment Commencement Date.
      The second eligibility computation period will begin on the first day of
      the Plan Year which begins prior to the first anniversary of the
      Employee's Employment Commencement Date regardless of whether the Employee
      is credited with 1,000 Hours of Service during the initial computation
      period. If the Employee is credited with 1,000 Hours of Service in both
      the initial eligibility computation period and in the second eligibility
      computation period, the Employee will be credited with two Years of
      Service for eligibility purposes. If a Plan Year is less than 12 months,
      the Hours of Service requirement set forth herein will be proportionately
      reduced. In determining eligibility and the applicable entry date under
      Section 2.1, an Employee will be deemed to
      have completed a Year of Service on the last day of the computation period
      during which the Employee completes the applicable Hours of Service
      requirement.

            


    

    


    
      	
              (c)  

            	
              Year
      of Service for Vesting. For any Plan Year in which a Participant's
      Vested Interest under Section 4.6 is based on
      Years of Service, a Year of Service is a 12-consecutive month computation
      period in which an Employee is credited with at least 1,000 Hours of
      Service. The Vesting computation period is the Plan Year, and if any Plan
      Year is less than 12 consecutive months and the Hours of Service
      requirement in this paragraph is greater than one, such requirement will
      be proportionately reduced.

            


    

    


    
      	
              (d)  

            	
              Prior
      Service Credit. An Employee will receive credit for all Years of
      Service with the Employer.

            


    

    


    
      	
              (e)  

            	
              Re-employment
      of an Employee Before a Break In Service and Before Eligibility
      Requirements Are Satisfied. If
      an Employee terminates employment with the Employer prior to satisfying
      the eligibility requirements set forth in Section 2.1 and the Employee is
      subsequently re-employed by the Employer before incurring a Break in
      Service, then the Employee's pre-termination Years of Service (and Hours
      of Service during the eligibility computation period) will not be counted
      in determining the satisfaction of such eligibility requirements, and for
      all other purposes other than vesting computation, as applicable, and the
      eligibility computation period and the vesting computation period, as
      applicable, will remain unchanged.

            


    

    


    
      	
              (f)  

            	
              Re-employment
      of an Employee Before a Break In Service and After Eligibility
      Requirements Are Satisfied. If an Employee terminates employment
      with the Employer prior to the Employee's entry date under Section 2.1,
      the Employee had satisfied the eligibility requirements under Section 2.1
      as of the date of such termination, and the Employee is subsequently
      re-employed by the Employer before incurring a Break in Service, then (1)
      the Employee will become a Participant in the Plan as of the later of (A)
      the date the Employee would have entered the Plan had the Employee not
      terminated employment with the Employer, or (B) the Employee's
      Re-employment Commencement Date; (2) the Employee's pre-termination Years
      of Service (and Hours of Service during a computation period) will be
      counted for all purposes; and (3) the Vesting computation period will
      remain unchanged.

            


    

    


    
      	
              (g)  

            	
              Re-employment
      of a Participant Before a Break In Service. If an
      Employee terminates employment  with the Employer after becoming
      a Participant in the Plan and is subsequently re-employed by the Employer
      before incurring a Break in Service, then (1) the Employee's Years of
      Service and employment will be deemed not to have been interrupted; (2)
      the Employee will recommence Plan 

            


    

     

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

     

    
      participation
immediately upon re-employment; (3) the Employee's pre-termination Years of
Service (and Hours of Service during a computation period) will be counted for
all purposes; and (4) the vesting computation period will remain
unchanged.

    

     

    
      	
              (h)  

            	
              Re-employment
      of an Employee After a Break In Service and Before Eligibility
      Requirements Are Satisfied. If
      an Employee terminates employment with the Employer prior to satisfying
      the eligibility requirements under Section 2.1 and the Employee is
      subsequently re-employed by the Employer after incurring a Break in
      Service, then the Employee's Year(s) of Service that were completed prior
      to the Break in Service will be counted, subject to the following
      provisions:

            


    

    


    
      	
              (1)  

            	
              Determination
      of Years of Service for Eligibility Using the Rule of Parity. For
      any Plan Year in which the eligibility requirements under Section 2.1 are
      based on Years of Service, Years of Service completed prior to an
      Employee's Break(s) in Service will not be counted if the total number of
      consecutive Breaks in Service incurred by the Employee equals or exceeds
      the greater of five or the aggregate number of Year of Service credited to
      the Employee prior to incurring the Breaks in Service; this rule hereafter
      is referred to as the "rule of parity." For purposes of the preceding
      sentence, the aggregate number of Years of Service will not include Years
      of Service previously disregarded under prior applications of the rule of
      parity. If such former Employee's Years of Service are disregarded under
      the rule of parity, then (A) the rehired Employee will be treated as a new
      Employee for purposes of Section 2.1 and (B) the Employee's eligibility
      computation period will commence on the Employee's Re-employment
      Commencement Date. If such former Employee's Years of Service are not
      disregarded under the rule of parity, then the eligibility computation
      periods will remain unchanged. However, if this Plan provides that an
      Employee must complete more than one Year of Service for eligibility
      purposes under Section 2.1, and provides that an Employee will have a 100%
      Vested Interest in his or her Participant's Account upon becoming a
      Participant in the Plan, then (A) the Year of Service (and Hours of
      Service) of an Employee who incurs a Break in Service before satisfying
      such eligibility requirement will not be counted for eligibility purposes
      and (B) the Employee's eligibility computation period will commence on the
      Employee's Re-employment Commencement
Date.

            


    

    


    
      	
              (2)  

            	
              Determination
      of Years
      of
      Service for Vesting. For any Plan Year in which a Vested Interest
      under Section 4.6 is based on Years of
      Service, then in determining an Employee's Vested Interest in his or her
      Participant's Account, any Years of Service that were completed prior to
      an Employee's Break(s) in Service will not be counted (A) if the Employee
      is not Vested in any portion of his or her Participant's Account and (B)
      if the total number of consecutive Breaks in Service incurred by the
      Employee equals or exceeds the greater of five or the aggregate number of
      Years of Service credited to the Employee prior to incurring the Break(s)
      in Service. For purposes of the preceding sentence, the aggregate number
      of Years of Service will not include any Years of Service previously
      disregarded under prior applications of the rule of
  parity.

            


    

    


    
      	
              (i)  

            	
              Re-employment
      of an Employee After a Break In Service, After Eligibility Requirements
      Are Satisfied, But Before the Employee's Entry Date. If an Employee
      terminates employment with the Employer after satisfying the eligibility
      requirements under Section 2.1 (but before the Employee's entry date under
      Section 2.1) and the Employee is subsequently re-employed by the Employer
      after incurring a Break in Service, then the Employee's Years of Service
      completed prior to the Break in Service will be counted , subject to the
      following:

            


    

    


    
      	
              (1)  

            	
              Determination
      of Years of Service for Eligibility Using the Rule of Parity. For
      any Plan Year in which the eligibility requirements under Section 2.1 are
      based on Years of Service, Years of Service completed prior to an
      Employee's Break(s) in Service will not be counted if the total number of
      consecutive Breaks in Service incurred by the Employee equals or exceeds
      the greater of five or the aggregate number of Years of Service credited
      to the Employee prior to incurring the Break(s) in Service; this rule
      hereafter is referred to as the "rule of parity." For purposes of the
      preceding sentence, the aggregate number of Years of Service will not
      include Years of Service previously disregarded under prior applications
      of the rule of parity. If such

            


    

     

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    former
Employee's Years of Service are disregarded under the rule of parity, then (A)
the rehired Employee will be treated as a new Employee for purposes of Section
2.1 and (B) the Employee's eligibility computation period will commence on the
Employee's Re-employment Commencement Date. If such former Employee's Years of
Service are not disregarded under the rule of parity, then the rehired Employee
will enter the Plan under Section 2.1 on the Employee's Re-employment
Commencement Date.


    
      	
              (2)  

            	
              Determination
      of Years
      of
      Service for Vesting. For any Plan Year in which a Vested Interest
      under Section 4.6 is based on Years of
      Service, then in determining an Employee's Vested Interest in his or her
      Participant's Account, any Years of Service that were completed prior to
      an Employee's Break(s) in Service will not be counted (A) if the Employee
      is not Vested in any portion of his or her Participant's Account and (B)
      if the total number of consecutive Breaks in Service incurred by the
      Employee equals or exceeds the greater of five or the aggregate number of
      Years of Service credited to the Employee prior to incurring the Break(s)
      in Service. For purposes of the preceding sentence, the aggregate number
      of Years of Service will not include any Years of Service previously
      disregarded under prior applications of the rule of
  parity.

            


    

    


    
      	
              (j)  

            	
              Re-employment
      of a Participant After a Break In Service. If
      an Employee (1) was a Participant in the Plan, (2) terminates employment
      with the Employer, and (3) is subsequently re-employed by the Employer
      after incurring a Break in Service, then the Employee's Years of Service
      that were completed prior to the Break in Service will be counted, subject
      to the following:

            


    

    


    
      	
              (1)  

            	
              Determination
      of Years of Service for Eligibility Using the Rule of Parity. For
      any Plan Year in which the eligibility requirements under Section 2.1 are
      based on Years of Service, Years of Service completed prior to an
      Employee's Break(s) in Service will not be counted if the total number of
      consecutive Breaks in Service incurred by the Employee equals or exceeds
      the greater of five or the aggregate number of Years of Service credited
      to the Employee prior to incurring the Break(s) in Service; this rule
      hereafter is referred to as the "rule of parity." For purposes of the
      preceding sentence, the aggregate number of Years of Service will not
      include Years of Service previously disregarded under prior applications
      of the rule of parity. If such former Employee's Years of Service are
      disregarded under the rule of parity, then (A) the rehired Employee will
      be treated as a new Employee for purposes of Section 2.1 and (B) the
      Employee's eligibility computation period will commence on the Employee's
      Re-employment Commencement Date. If such former Employee's Years of
      Service are not disregarded under the rule of parity, then the rehired
      Employee will reenter the Plan as of the Employee's Re-employment
      Commencement Date.

            


    

    


    
      	
              (2)  

            	
              Determination
      of Years of Service for Vesting. For
      any Plan Year in which a Vested Interest under Section 4.6 is based on Years of Service, then in
      determining an Employee's Vesting Interest in his or her Participant's
      Account, any Years of Service that were completed prior to an Employee's
      Break(s) in Service will not be counted (A) if the Employee is not Vested
      in any portion of his or her Participant's Account and (B) if the total
      number of consecutive Break(s) in Service incurred by the Employee equals
      or exceeds the greater of five or the aggregate number of Years of Service
      credited to the Employee prior to incurring the Break(s) in Service. For
      purposes of the preceding sentence, the aggregate number of Years of
      Service will not include any Years of Service previously disregarded under
      prior applications of the rule of
parity.

            


    

    


    
      	
              (k)  

            	
              Ignoring
      Service for Eligibility If Service Requirement for Eligibility Is More
      Than 1 Year of Service. Notwithstanding anything in the Plan to the
      contrary, if this Plan provides that an Employee must complete more than
      one Year of Service for eligibility purposes under Section 2.1, and
      provides that an Employee will have a 100% Vested Interest in his or her
      Participant's Account upon becoming a Participant in the Plan, then (A)
      the Years of Service (and Hours of Service) of an Employee who incurs a
      Break in Service before satisfying such eligibility requirement will not
      be counted for eligibility purposes and (B) the Employee's eligibility
      computation period will commence on the Employee's Re-employment
      Commencement Date.

            


    

    


    
      
        
           


        

        
          - 16
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Article
2                      

    Plan
Participation

    


    
      	
              2.1  

            	
              Eligibility
      and Entry Date Requirements.

            


    

    An
Eligible Employee who was a Participant on December 31, 2007 will continue to
participate in the Plan. Otherwise, an Eligible Employee will become eligible to
enter the Plan as a Participant in accordance with the following
provisions:

    


    
      	
              (a)  

            	
              Eligible
      Employees. All Employees are Eligible Employees except for the
      following ineligible classes of Employees: (1) Employees whose employment
      is governed by a collective bargaining agreement between Employee
      representatives and the Employer in which retirement benefits were the
      subject of good faith bargaining unless such agreement expressly provides
      for; and (2) Employees who are non-resident aliens who do not receive
      earned income from the Employer which constitutes income from sources
      within the United States.

            


    

    


    
      	
              (b)  

            	
              Age
      and Service Requirements. An Eligible Employee described in Section
      2.1(a) will be eligible to enter the Plan as
      a Participant on the applicable entry date set forth in Section 2.1(c) upon reaching Age 21 and being credited
      with 1 Year of Service.

            


    

    


    
      	
              (c)  

            	
              Entry
      Date. An Eligible Employee described in Section 2.1(a) will enter the Plan as a Participant on
      the January 1st or the July 1st that coincides with or next follows the
      date on which the Eligible Employee first satisfies the eligibility
      requirements set forth in Section 2.1(b).

            


    

    


    
      	
              (d)  

            	
              Participation
      By Employees Whose Status Changes. If an Employee who is not an
      Eligible Employee becomes an Eligible Employee, the Employee will
      participate in the Plan immediately if he or she has satisfied the minimum
      age and service requirements and would have previously become a
      Participant had he or she been an Eligible Employee. The participation of
      a Participant who ceases to be an Eligible Employee will be suspended.
      Upon once again becoming an Eligible Employee, a suspended Participant
      will resume eligibility. The Vested Interest of a Participant who ceases
      to be an Eligible Employee will continue to increase in accordance with
      Section 4.6.

            


    

    


    
      	
              (e)  

            	
              Participation
      By Former Participants. A Participant who terminates employment
      with the Employer for any reason but is subsequently reemployed as an
      Eligible Employee will again become a Participant in the Plan as provided
      in the definition of Year of
Service.

            


    

    


    
      	
              2.2  

            	
              Waiver
      of Participation.

            


    

    An
Employee who is otherwise eligible to participate in the Plan may elect to waive
such participation in accordance with the following provisions:

    


    
      	
              (a)  

            	
              Irrevocable
      Election. An Eligible Employee may make a one-time irrevocable
      election to waive participation in the Plan. However, the Administrator
      may in its sole discretion elect not to make this option available to one
      or more Eligible Employees if the Eligible Employee is not an HCE and is
      not likely to become an HCE and if the Administrator determines that such
      waiver may cause the Plan for any Plan Year to fail to satisfy one of the
      tests in Code §410(b)(1)(A) or Code §410(b)(1)(B) and (C). The Employee's
      election to waive participation in the Plan must be in writing and must be
      delivered to the Administrator. Notwithstanding the foregoing however,
      once an Employee has become a Participant in the Plan, no waiver can be
      made, except as provided in paragraph (b)
below.

            


    

    


    
      	
              (b)  

            	
              Election
      to Waive Allocation. Notwithstanding paragraph (a), and subject to
      the Top-Heavy Minimum Allocation requirements set forth in Section 3.5, a Participant may agree to forego an
      allocation of Employer contributions to his or her Participant's Account
      for all or any Allocation Periods if the Participant is an HCE for the
      Allocation Period and such waiver does not have a direct or indirect
      impact on the overall remuneration paid to such
    Participant.

            


    

    


    
      	
              (c)  

            	
              Administrative
      Requirements. An Employee's election to waive participation or
      forego an allocation must be in writing and must be delivered to the
      Administrator on or before the date the Employee first becomes eligible to
      participate in the Plan in the case of a waiver under paragraph (a), and
      before the Participant is entitled to an allocation to his or her
      Participant's Account in the case of foregoing an
  

            


    

     

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

     

    allocation
under paragraph (b). The Administrator will furnish any form required to make an
election under this Section, which may include the requirement for consent by
the Employee's Spouse.

     

    
      	
              2.3  

            	
              Reemployment
      After Termination.

            


    

    If an
Employee terminates employment and is subsequently reemployed by the Employer or
an Affiliated Employer, such Employee's Years of Service for purposes of
eligibility (as well as the time such Employee enters or reenters the Plan as a
Participant) will be determined in accordance with the rules described in the
definition of Year of Service.

    


    


    
      
        
           


        

        
          - 18
-

          
            

          

        

        
           


        

      

    

    


                                          
Article
3                      

    Contributions and
Allocations

    


    
      	
              3.1  

            	
              Employer
      Contributions.

            


    

    The
Employer intends to make contributions to the Plan. The Employer does not
guarantee either the making of the contributions or the payment of the benefits
under the Plan. The Employer reserves the right to reduce, suspend or
discontinue contributions for any reason at any time, but if the Plan is deemed
to be terminated as a result of such reduction, suspension or discontinuance,
the provisions of Article 9 will become effective. All contributions will be
determined in accordance with the following provisions:

    


    
      	
              (a)  

            	
              Amount
      of Contribution. The Employer in its sole discretion may make a
      contribution to the Plan. The amount will be determined by the Employer,
      and the Employer's determination will be binding on the Trustee, the
      Administrator and all Participants, and cannot be reviewed in any
      manner.

            


    

    


    
      	
              (b)  

            	
              Allocation
      of Contribution. Each Benefiting Participant's share of Employer
      contributions will be allocated to his or her Participant's Account in
      accordance with the following
provisions:

            


    

    


    
      	
              (1)  

            	
              Company
      Stock. Subject to the requirements of Section 3.2, Company Stock contributed to the Plan will
      be allocated to each Benefiting Participant's Company Stock Account in the
      ratio that each Benefiting Participant's Compensation for the Allocation
      Period bears to the total Compensation of all Benefiting Participants for
      the Allocation Period. However, Company Stock acquired by the Plan with
      the proceeds of an Exempt Loan will only be allocated to each
      Participant's Company Stock Account upon release from the Unallocated
      Company Stock Suspense Account as provided in Section 3.2(b). Company Stock acquired with the proceeds
      of an Exempt Loan will be an asset of the Trust Fund and maintained in the
      Unallocated Company Stock Suspense Account. Company Stock which has been
      released from the Unallocated Company Stock Account during the Plan Year
      will be allocated on the annual Valuation Date to each Benefiting
      Participant's Company Stock Account in the same ratio as described
      above.

            


    

    


    
      	
              (2)  

            	
              Other
      Contributions. Each Benefiting Participant's share of cash or
      property, other than Company Stock and dividends attributable thereto,
      will be allocated to his or her Other Investments Account in the ratio
      that the Compensation of each Benefiting Participant for the Allocation
      Period bears to the total Compensation of all Benefiting Participants for
      the Allocation Period.

            


    

    


    
      	
              (3)  

            	
              Cash
      Dividends.  Cash dividends received by the Plan that are
      attributable to Company Stock allocated to a Participant's Company Stock
      Account and that are not currently distributed under Section 5.16 will be reinvested in Company
      Stock.

            


    

    


    
      	
              (c)  

            	
              Benefiting
      Participants. A Participant will be a Benefiting Participant for
      any Allocation Period in accordance with the following
      provisions:

            


    

    


    
      	
              (1)  

            	
              Participants
      Employed on the Last Day of the Allocation Period. Any Participant
      who is an Employee on the last day of the Allocation Period and who at any
      time during the Allocation Period was in an eligible class of Employees as
      set forth in Section 2.1(a) will be a
      Benefiting Participant for that Allocation Period only if he or she is
      credited with at least 1,000 Hours of Service during the Allocation Period
      (or is credited with the proportionate equivalent if the Allocation Period
      is less than 12 consecutive
months).

            


    

    


    
      	
              (2)  

            	
              Participants
      Who Terminate Before the Last Day of the Allocation Period. Any
      Participant who terminates employment with the Employer before the last
      day of the Allocation Period: (A) a Participant who terminates because of
      his or her retirement on or after Normal Retirement Age will be a
      Benefiting Participant regardless of the number of Hours of Service with
      which he or she is credited during the Allocation Period; (B) a
      Participant who terminates because of his or her death will be a
      Benefiting Participant regardless of the number of Hours of Service with
      which he or she is credited during the Allocation Period; (C) a
      Participant who terminates because of his or her Disability will be a
      Benefiting Participant regardless of the number of
  

            


    

     

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    Hours
of Service with which he or she is credited during the Allocation Period; and
(D) a Participant who terminates for reasons other than retirement on or after
Normal Retirement Age, death or Disability will not be a Benefiting
Participant.

     

    
      	
              (d)  

            	
              Limitations
      on Contributions. Notwithstanding any provision of this Article, no
      Employer contribution will be made for any Participant who is not a
      Benefiting Participant for an Allocation Period unless otherwise required
      by the Top Heavy Minimum Allocation provisions in Section 3.5.

            


    

    


    
      	
              (e)  

            	
              Allocation
      Period. Any contribution made under the terms of the Plan may, at
      the election of the Employer, be contributed (1) each payroll period; (2)
      each month; (3) each Plan quarter; (4) on an annual basis; or (5) on any
      other less than annual Allocation Period basis as determined by the
      Employer, provided such Allocation Period does not discriminate in favor
      of HCEs. The Employer may elect a different Allocation Period for each
      type of contribution. Contributions will be allocated to Benefiting
      Participants as of the last day of an applicable contribution
      period.

            


    

    


    
      	
              (f)  

            	
              Form
      of Contribution. To the extent the Employer's contribution is not
      used to reduce an obligation or liability of an Employer to the Plan, and
      the contribution is unencumbered and discretionary, then the contribution
      may consist of (1) Company Stock; (2) cash; (3) cash equivalencies; (4)
      qualifying employer real property and/or qualifying employer securities as
      defined in ERISA §407(d)(4) and ERISA §407(d)(5), provided the acquisition
      of such qualifying employer real property and/or qualifying employer
      securities satisfies the requirements of ERISA §408(e); or (5) any other
      property that is not prohibited under Code §4975 and is acceptable to the
      Trustee.

            


    

    


    
      	
              (g)  

            	
              Refund
      of Contributions for All Plans. Contributions made to the Plan by
      the Employer can only be returned to the Employer in accordance with the
      following provisions:

            


    

    


    
      	
              (1)  

            	
              Failure
      of Plan to Initially Qualify. If the Plan fails to initially
      satisfy the requirements of Code §401(a) and the Employer declines to
      amend the Plan to satisfy such requirements, contributions made prior to
      the date such qualification is denied must be returned to the Employer
      within 1 year of the date of such denial, but only if the application for
      the qualification is made by the time prescribed by law for filing the
      Employer's tax return for the taxable year in which the Plan is adopted,
      or by such later date as the Secretary of the Treasury may
      prescribe.

            


    

    


    
      	
              (2)  

            	
              Contributions
      Made Under a Mistake of Fact. If a contribution is attributable in
      whole or in part to a good faith mistake of fact, including a good faith
      mistake in determining the deductibility of the contribution under Code
      §404, an amount may be returned to the Employer equal to the excess of the
      amount contributed over the amount that would have been contributed had
      the mistake not occurred. Earnings attributable to an excess contribution
      will not be returned, but losses attributable to the excess contribution
      will reduce the amount so returned. Such amount will be returned within
      one year of the date the contribution was made or the deduction
      disallowed, as the case may be.

            


    

    


    
      	
              (3)  

            	
              Nondeductible
      Contributions. Except to the extent an Employer may intentionally
      make a nondeductible contribution, for example in order to correct an
      administrative error or restore a Forfeiture, any contribution by the
      Employer is conditioned on its deductibility and will otherwise be
      returned to the Employer.

            


    

    


    
      	
              3.2  

            	
              Company
      Stock Account.

            


    

    Company
Stock allocable to a Benefiting Participant's Company Stock Account, or Company
Stock released from the Unallocated Company Stock Account during an Allocation
Period, will be allocated to a Benefiting Participant's Company Stock Account in
accordance with the following:

    


    
      	
              (a)  

            	
              Company
      Stock. A Benefiting Participant's Company Stock Account will be
      credited with his or her allocable share of Company Stock (including
      fractional shares) purchased and paid for by the Plan or contributed in
      kind by the Employer, except that Company Stock acquired with the proceeds
      of an Exempt Loan must be added to and maintained in the Unallocated
      Company Stock Suspense Account. Such Company Stock will be released and
      withdrawn from that account as if all Company Stock in that
    

            


    

     

     

     

    
      
        
        

      

      
        - 20
-

        
          

        

      

      
        
        

      

    

     

    account
were encumbered. In the case of an Employer that is an electing small business
corporation, the Plan may not use dividends on any allocated Company Stock to
pay an Exempt Loan that was used to purchase Company Stock. Cash dividends paid
on Company Stock in a Participant's Company Stock Account will, in the sole
discretion of the Administrator, either be credited to the Participant's Account
or will be used to repay an Exempt Loan. However, (1) when cash dividends are
used to repay an Exempt Loan, Company Stock will be released from the
Unallocated Company Stock Suspense Account and will be allocated to each
Benefiting Participant's Company Stock Account in the ratio that each Benefiting
Participant's Compensation for the Allocation Period bears to the total
Compensation of all Benefiting Participants for the Allocation Period; and (2)
Company Stock allocated to a Participant's Company Stock Account will have a
fair market value not less than the amount of cash dividends which would have
been allocated to such Participant's Account for the Allocation Period.

     

    
      	
              (b)  

            	
              Unallocated
      Company Stock Account. Any Company Stock which is acquired with an
      Exempt Loan and is in the Unallocated Company Stock Account will only be
      withdrawn and allocated to Participants' Accounts in accordance with the
      following provisions:

            


    

    


    
      	
              (1)  

            	
              Method
      of Withdrawing Stock. For each Allocation Period during the
      duration of an Exempt Loan, the number of shares of Company Stock released
      from the Unallocated Company Stock Account will equal the number of shares
      held therein immediately before release for the current Allocation Period
      multiplied by a fraction, the numerator of which is the amount of
      principal and interest paid for the Allocation Period and the denominator
      of which is the sum of the numerator plus the principal and interest to be
      paid for all future Allocation Periods. The number of future Allocation
      Periods must be definitely ascertainable and must be determined without
      taking into account any possible extensions or renewal periods. If the
      interest rate under the Exempt Loan is variable, the interest to be paid
      in future Allocation Periods must be computed by using the interest rate
      applicable as of the end of the Allocation
  Period.

            


    

    


    
      	
              (2)  

            	
              Alternative
      Method of Withdrawing Stock. Notwithstanding subparagraph (1), the
      number of shares of Company Stock released from the Unallocated Company
      Stock Account may be determined in the same manner described in
      subparagraph (1) except that the number will be based solely on the amount
      of principal paid for the Allocation Period in relation to the sum of such
      amount plus the principal to be paid for all future Allocation Periods,
      provided that (1) the Exempt Loan must provide for annual payments of
      principal and interest at a cumulative rate that is not less rapid at any
      time than level annual payments of such amounts for 10 years; (2) interest
      in any payment is disregarded only to the extent it would be determined to
      be interest under standard loan amortization tables; and (3) the
      alternative described in this subparagraph is not applicable from the time
      that, by reason of a renewal, extension or refinancing, the sum of the
      expired duration of the Exempt Loan, the renewal period, the extension
      period, and the duration of a new Exempt Loan exceeds 10
      years.

            


    

    


    
      	
              (3)  

            	
              Method
      of Allocating Withdrawn Stock to Participants. The Plan must consistently
      allocate to each Participant's Account, in the same manner as Employer
      contributions under Section 3.1 are
      allocated, non-monetary units (shares and fractional shares of Company
      Stock) representing each Participant's interest in Company Stock withdrawn
      from the Unallocated Company Stock Suspense Account. However, Company
      Stock released from the Unallocated Company Stock Account with cash
      dividends under paragraph (a) will be allocated to each Benefiting
      Participant's Company Stock Account in the same proportion that each such
      Participant's number of shares of Company Stock sharing in such cash
      dividends bears to the total number of shares of all Benefiting
      Participants' Company Stock sharing in such cash
  dividends.

            


    

     

     

    
      
        
        

      

      
        - 21
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (4)  

            	
              Allocation
      of Income. Income earned on Company Stock in the Unallocated
      Company Stock Account will be used, at the discretion of the
      Administrator, to repay the Exempt Loan used to purchase such Company
      Stock. Company Stock released from the Unallocated Company Stock Account
      with such income, and any income which is not so used, will be allocated
      on the annual Valuation Date in the same proportion that each Benefiting
      Participant's Compensation for the Plan Year bears to the total
      Compensation of all Benefiting Participants for the Plan
    Year.

            


    

    


    
      	
              3.3  

            	
              Earnings
      and Losses.

            


    

    As of
each Valuation Date, amounts in Participants' accounts/sub-accounts which have
not been segregated from the general Trust Fund for investment purposes and
which have not been distributed since the prior Valuation Date will have the net
income of the Trust Fund that has been earned since the prior Valuation Date
allocated in accordance with such rules and procedures that are established by
the Administrator and that are applied in a uniform and nondiscriminatory manner
based upon the investments of the Trust Fund and the Participants'
accounts/sub-accounts to which the net income is allocated. Participants'
accounts which have been segregated from the general Trust Fund for investment
purposes will only have the net income earned thereon allocated thereto. Policy
dividends or credits will be allocated to the Participant's Account for whose
benefit the Policy is held. For purposes of this Section, the term "net income"
means the net of any interest, dividends, unrealized appreciation and
depreciation (other than the unrealized appreciation or depreciation of the
Company Stock allocated to the Participants' Company Stock Accounts), capital
gains and losses, and investment expenses of the Trust Fund as determined on
each Valuation Date. Net income does not include (1) the interest paid under any
installment contract for the purchase of Company Stock by the Plan or the
interest paid on any loan used by the Plan to purchase Company Stock; or (2)
income received by the Trust Fund with respect to Company Stock acquired with an
Exempt Loan to the extent such income is used to repay the loan. All income
received by the Trust Fund from Company Stock acquired with the proceeds of an
Exempt Loan may, at the discretion of the Administrator, be used to repay such
loan.

    


    
      	
              3.4  

            	
              Forfeitures
      and Their Usage.

            


    

    Forfeitures
will be determined and applied in accordance with the following:

    


    
      	
              (a)  

            	
              When
      Forfeitures Occur. A Forfeiture will occur upon the earlier to
      occur of (1) the date the Participant receives a distribution of his or
      her Vested Interest under Article 5; or (2) the date the Participant
      incurs five consecutive Breaks in Service after termination of
      employment.

            


    

    


    
      	
              (b)  

            	
              Usage
      and Allocation of Forfeitures. On each annual Valuation Date, the
      Administrator may elect to use all or any portion of the Forfeiture
      Account to pay administrative expenses incurred by the Plan. The portion
      of the Forfeiture Account that is not used to pay administrative expenses
      will be used first to restore previous Forfeitures of Participants'
      Accounts pursuant to Section 5.7 and/or to
      restore missing Participants' Accounts pursuant to Section 5.13. The portion of the Forfeiture Account that
      is not used to pay administrative expenses and is not used to satisfy the
      provisions of the previous sentence will then be used to reduce the
      Employer’s contribution for the current Plan Year or a future Plan
      Year.

            


    

    


    
      	
              3.5  

            	
              Top
      Heavy Minimum Allocation.

            


    

    In any
Top Heavy Plan Year in which a Key Employee receives an allocation of Employer
contributions or Forfeitures, each Employee who is described in paragraph (a)
below will receive the Top Heavy Minimum Allocation, determined in accordance
with the following provisions:

    


    
      	
              (a)  

            	
              Participants
      Who Must Receive the Top Heavy Minimum Allocation. The Top Heavy
      Minimum Allocation, or such lesser amount as may be permitted under
      paragraph (b), will be made for each Participant who is a Non-Key Employee
      and who is employed by an Employer on the last day of the Plan Year, even
      if such Participant (1) fails to complete any minimum Hours of
      Service/Period of Service required to receive an allocation of Employer
      contributions or Forfeitures for the Plan Year; (2) fails to make Elective
      Deferrals to the Plan in the case of a 401(k) plan; or (3) receives
      Compensation that is less than a stated
amount.

            


    

    


    
      	
              (b)  

            	
              Participation
      in Multiple Defined Contribution Plans. If (1) this Plan is not
      part of a Required Aggregation Group or a Permissive Aggregation Group
      with a defined benefit plan, (2) this Plan is part of a Required
      Aggregation Group or a Permissive Aggregation Group with one or more
      defined 

            


    

     

     

    
      
        
        

      

      
        - 22
-

        
          

        

      

      
        
        

      

    

     

    contribution
plans, (3) a Participant who is described in paragraph (a) participates in this
Plan and in one or more defined contribution plans that are part of the Required
Aggregation Group or the Permissive Aggregation Group, and (4) the allocation of
Employer contributions and Forfeitures of each plan that is part of the Required
Aggregation Group or the Permissive Aggregation Group (when each plan is
considered separately) is insufficient to satisfy the Top Heavy Minimum
Allocation requirement with respect to such Participant, the Top Heavy Minimum
Allocation requirement will nevertheless be satisfied if the aggregate
allocation of Employer contributions and Forfeitures that are made on behalf of
such Participant under this Plan and all other defined contribution plans that
are part of the Required Aggregation Group or the Permissive Aggregation Group
(and any other defined contribution plan that is sponsored by the Employer) is
sufficient to satisfy the Top Heavy Minimum Allocation requirement. However, if
the aggregate allocation of Employer contributions and Forfeitures that are made
on behalf of a Participant under this Plan and all other defined contribution
plans that are part of the Required Aggregation Group or the Permissive
Aggregation Group (and any other defined contribution plan that is sponsored by
the Employer) is not sufficient to satisfy the Top Heavy Minimum Allocation
requirement, then the Employer will make an additional contribution on behalf of
such Participant to this Plan and/or to one or more defined contribution plans
that are part of the Required Aggregation Group or the Permissive Aggregation
Group (or any other defined contribution plan that is sponsored by the Employer)
in order that the aggregate allocation of Employer contributions and Forfeitures
that are made on behalf of such Participant under this Plan and all defined
contribution plans that are part of the Required Aggregation Group or the
Permissive Aggregation Group (and any other defined contribution plan that is
sponsored by the Employer) satisfies the Top Heavy Minimum Allocation
requirement.

     

    
      	
              (c)  

            	
              Contributions
      That Can Be Used to Satisfy Top Heavy Minimum. All Employer
      contributions to this Plan will used in determining if the Employer has
      satisfied the Top Heavy minimum benefit and/or Top Heavy Minimum
      Allocation requirements of this Section. Employer contributions that are
      made on behalf of a Participant to a 401(k) plan by the Employer may also
      be used.

            


    

    


    
      	
              3.6  

            	
              Failsafe
      Allocation.

            


    

    For any
Plan Year in which the Plan fails to satisfy the average benefit percentage test
under Code §410(b)(2) or the average benefits test under Regulation §1.401(a)(4)
(or if the Administrator is unable to or elects not to perform such tests), the
Administrator may make allocations under this paragraph to the extent necessary
to insure that the Plan for any such Plan Year satisfies one of the tests under
either Code §410(b)(1)(A) (in which the Plan initially fails to benefit at least
70% of NHCEs), or in Code §410(b)(1)(B) (in which the Plan initially fails to
benefit a percentage of NHCEs that is at least 70% of the percentage of HCEs who
benefit under the Plan). In such event in order to satisfy such test(s) for any
Plan Year affected, an additional Employer contribution may be made and
allocated for certain Employees who did not receive an allocation for the Plan
Year, subject to the following provisions:

    


    
      	
              (a)  

            	
              Group
      Order of Allocation. Any allocation made
      under this section will be made in the following order: (1) first, an
      allocation may be made to that group of Employees who were Participants
      for the Plan Year but did not receive an allocation for the Plan Year with
      respect to the contribution source that is not in compliance with Code
      §410(b); (2) next, an allocation may be made to that group of Employees
      who have not yet satisfied the eligibility requirements under Section 2.1
      and are not members of an ineligible class of Employee as described in
      Section 2.1; (3) next, an allocation may be made to that group of
      Employees who have satisfied the eligibility requirements under Section
      2.1 except that they are members of an ineligible class of Employees as
      described in Section 2.1 with respect to that contribution source; and (4)
      finally, an allocation may be made to that group of Employees who have not
      yet satisfied the eligibility requirements under Section 2.1 and are
      members of an ineligible class of Employees as described in Section
      2.1.

            


    

    


    
      	
              (b)  

            	
              Priority
      of Allocation Within Each Group. Only those Employees who are
      required to benefit under the Plan for the Plan Year to satisfy the above
      tests will be entitled to an allocation. To determine each Employee's
      priority within each group for this purpose, individuals will first be
      ranked by Hours of Service during the Plan Year with the highest number
      first. Then, before making an allocation under this Section, Employees
      will be further ranked beginning with those Employees who are employed on
      the last day of the Plan Year.

            


    

     

     

    
      
        
        

      

      
        - 23
-

        
          

        

      

      
        
        

      

    

     

    
      	
              3.7  

            	
              Rollover
      Contributions.

            


    

    Subject
to any procedures adopted by the Administrator pursuant to Section 8.6, any
Employee who was a former Employee, experienced a termination of employment with
the Employer and received a distribution of his or her benefit hereunder is
permitted to make Rollover Contributions to the Plan. Rollover Contributions
will be allocated to an Employee's Rollover Contribution Account in which the
Employee will have a 100% Vested Interest. The Administrator may choose for
investment purposes either to segregate Rollover Contribution Accounts into
separate interest bearing accounts or to invest Rollover Contribution Accounts
as part of the general Trust Fund.

    


    
      	
              3.8  

            	
              Voluntary
      Employee Contributions.

            


    

    Voluntary
Employee Contributions are not permitted.

    


    


    
      
        
           


        

        
          - 24
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Article
4                      

    Plan
Benefits

    


    
      	
              4.1  

            	
              Benefit
      Upon Normal (or Early) Retirement.

            


    

    Every
Participant who has reached Normal (or Early) Retirement Age will be entitled
upon subsequent termination of employment to receive his or her Vested Aggregate
Account balance determined as of the most recent Valuation Date coinciding with
or immediately preceding the date of distribution. Distribution will be made in
accordance with Section 5.1.

    


    
      	
              4.2  

            	
              Benefit
      Upon Late Retirement.

            


    

    A Participant who has reached Normal
Retirement Age may elect to remain employed and retire at a later date. Such
Participant will continue to participate in the Plan and his or her
Participant's Account will continue to receive allocations under Article 3. Upon
actual retirement, the Participant will be entitled to his or her Vested
Aggregate Account balance determined as of the most recent Valuation Date
coinciding with or immediately preceding the date of distribution. Distribution
will be made in accordance with Section 5.1.

    


    
      	
              4.3  

            	
              Benefit
      Upon Death.

            


    

    Upon the
death of a Participant prior to termination of employment, or upon the death of
a Terminated Participant prior to distribution of his or her Vested Aggregate
Account, his or her Beneficiary will be entitled to the Participant's Vested
Aggregate Account balance determined as of the most recent Valuation Date
coinciding with or immediately preceding the date of distribution. If any
Beneficiary who is living on the date of the Participant's death dies prior to
receiving his or her entire death benefit, the portion of such death benefit
will be paid in a lump sum to the estate of such deceased Beneficiary. The
Administrator's determination that a Participant has died and that a particular
person has a right to receive a death benefit will be final. Distribution will
be made in accordance with Section 5.2.

    


    
      	
              4.4  

            	
              Benefit
      Upon Disability.

            


    

    If a
Participant suffers a Disability prior to termination of employment, or if a
Terminated Participant suffers a Disability prior to distribution of his or her
Vested Aggregate Account balance, he or she will be entitled to his or her
Vested Aggregate Account balance determined as of the most recent Valuation Date
coinciding with or immediately preceding the date of distribution. Distribution
will be made in accordance with Section 5.3.

    


    
      	
              4.5  

            	
              Benefit
      Upon Termination of Employment.

            


    

    A
Terminated Participant will be entitled to his or her Vested Aggregate Account
balance as of the most recent Valuation Date coinciding with or immediately
preceding the date of distribution. Distribution to a Terminated Participant who
does not die prior to distribution or who does not suffer a Disability prior to
distribution will be made under Section 5.4.

    


    
      	
              4.6  

            	
              Determination
      of Vested Interest.

            


    

    A
Participant's Vested Interest in his or her Participant's Account will be
determined in accordance with the following provisions:

    


    
      	
              (a)  

            	
              Vesting
      Upon Retirement, Death or Disability. A Participant will have a
      100% Vested Interest in his or her Participant's Account upon reaching
      Normal Retirement Age prior to termination of employment. A Participant
      will also have a 100% Vested Interest therein upon his or her retirement
      at Early Retirement; upon his or her Disability prior to termination of
      employment; and upon his or her death prior to termination of
      employment.

            


    

    


    
      	
              (b)  

            	
              Vesting
      of Employer Contributions. A Participant's Vested Interest in his
      or her Participant's Account will be determined by the vesting schedule
      following this paragraph based on the Participant's credited Years of
      Service on the date the determination is made. All Years of Service will
      be counted in determining a Participant's Vested Interest under this
      paragraph.

            


    

    


                1 Year of
Service.............0% Vested

     

                2 Years of
Service.........20% Vested

     

                3 Years of
Service.........40% Vested

     

                4 Years of
Service.........60% Vested

     

                5 Years of
Service.........80% Vested

     

                6 Years of
Service.......100% Vested

     

     

    
      
        
        

      

      
        - 25
-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
the foregoing vesting schedule, if a Participant is discharged for “just cause”
before he or she has three Years of Service for vesting purposes, the entire
amount of the Participant’s Account shall be forfeited.  No such
forfeiture shall occur, however, on or after the date a Participant reaches
Normal Retirement Age.  For purposes of this paragraph, “just cause”
shall mean theft, fraud, embezzlement or willful misconduct causing significant
property damage to the Employer or personal injury to any other Employee or
other acts that the Employer deems to be “just cause.”

    


    
      	
              (c)  

            	
              Amendments
      to the Vesting Schedule. No amendment to the Plan may directly or
      indirectly reduce a Participant's Vested Interest in his or her
      Participant's Account. If the Plan is amended in any way that directly or
      indirectly affects the computation of a Participant's Vested Interest in
      his or her Participant's Account, or the Plan is deemed amended by an
      automatic change to or from a Top Heavy Vesting schedule, then the
      following provisions will apply:

            


    

    


    
      	
              (1)  

            	
              Participant
      Election. Any Participant with at least three Years of Service may,
      by filing a written request with the Administrator, elect to have the
      Vested Interest in his or her Participant's Account computed by the
      Vesting schedule in effect prior to the amendment. A Participant who fails
      to make an election will have the Vested Interest computed under the new
      schedule. The period in which the election may be made will begin on the
      date the amendment is adopted or is deemed to be made and will end on the
      latest of (1) 60 days after the amendment is adopted; (2) 60 days after
      the amendment becomes effective; or (3) 60 days after the Participant is
      issued written notice of the amendment by the Employer or
      Administrator.

            


    

    


    
      	
              (2)  

            	
              Preservation
      of Vested Interest. Notwithstanding the foregoing to the contrary,
      if the vesting schedule is amended, then in the case of an Employee who is
      a Participant as of the later of the date such amendment is adopted or the
      date it becomes effective, the Vested Interest in his or her Participant's
      Account determined as of such date will not be less than his or her Vested
      Interest computed under the Plan without regard to such
      amendment.

            


    

    


    


    
      
        
           


        

        
          - 26
-

          
            

          

        

        
           


        

      

    

    


                                           
Article
5                      

    Distribution of Benefits

    


    
      	
              5.1  

            	
              Distribution
      of Benefit Upon Retirement.

            


    

    Unless a
cash-out occurs under Section 5.5, the retirement benefit a Participant is
entitled to receive under Section 4.1 or 4.2 will be distributed in the
following manner:

    


    
      	
              (a)  

            	
              Form
      of Distribution. A Participant may elect to have his or her benefit
      distributed by one of the following methods: (1) in one lump-sum; or (2)
      in substantially equal monthly, quarterly, semi-annual, or annual
      installments over a 5-year period (unless the Participant elects a longer
      period). If the Participant's Account balance exceeds $935,000, the 5-year
      period will be extended 1 additional year (but not more than 5 additional
      years) for each $935,000 or fraction thereof by which the Participant's
      Account balance exceeds $935,000. These dollar limits will be adjusted at
      the same time and in the same manner as provided in Code
      §415(d).

            


    

    


    
      	
              (b)  

            	
              Partial
      Distributions. If a Participant receives a distribution of less
      than 100% of his or her Vested Aggregate Account balance, the
      Administrator will determine the portion (including zero) of the
      distribution that will be made from each of the Participant's
      sub-accounts, provided that any such determination is made in a uniform
      nondiscriminatory manner.

            


    

    


    
      	
              (c)  

            	
              Time
      of Distribution. Distribution will be made within a reasonable time
      after the Participant terminates employment on or after his or her Normal
      (or Early) Retirement Date, but distribution must begin no later than the
      Required Beginning Date. Notwithstanding the foregoing, distribution of a
      Participant's Company Stock Account will begin no later than one year
      after the close of the Plan Year in which the Participant terminates
      employment on or after his or her Normal (or Early) Retirement Date unless
      the Participant otherwise elects. However, to the extent permitted by law,
      Company Stock acquired with an Exempt Loan will be excluded from any such
      distribution until the close of the Plan Year in which the Exempt Loan is
      repaid in full.

            


    

    


    
      	
              5.2  

            	
              Distribution
      of Benefit Upon Death.

            


    

    Unless a
cash-out occurs under Section 5.5, the benefit a deceased Participant's
Beneficiary is entitled to receive under Section 4.3 will be distributed in the
following manner:

    


    
      	
              (a)  

            	
              Surviving
      Spouse. If a Participant is married on the date of his or her
      death, the Participant's surviving Spouse will be entitled to receive a
      death benefit determined in accordance with the
  following:

            


    

    


    
      	
              (1)  

            	
              Form
      of Distribution. Notwithstanding
      any other Beneficiary designation by a Participant, if a Participant is
      married on the date of death, the surviving Spouse will be entitled to
      receive 100% of the Participant's death benefit unless the surviving
      Spouse has waived that right under Section 5.8. The benefit will be distributed at the
      surviving Spouse's election by one of the following methods: (1) in one
      lump-sum; or (2) in substantially equal monthly, quarterly, semiannual, or
      annual installments over a 5-year period (unless the surviving Spouse
      elects a longer period). If the Participant's Account balance exceeds
      $935,000, the 5-year period will be extended 1 additional year (but not
      more than 5 additional years) for each $185,000 or fraction thereof by
      which the Participant's Account balance exceeds $935,000. These dollar
      limits will be adjusted at the same time and in the same manner as
      provided in Code §415(d).

            


    

    


    
      	
              (2)  

            	
              Time
      of Distribution. The surviving Spouse may elect to (1) have any
      death benefit to which he or she is entitled distributed within a
      reasonable time after the death of the Participant; or (2) defer
      distribution of the death benefit, but distribution may not be deferred
      beyond December 31st of the calendar year in which the deceased
      Participant would have attained Age 701⁄2. Notwithstanding the foregoing,
      distribution of a Participant's Company Stock Account will begin no later
      than one year after the close of the Plan Year in which the Participant
      dies unless the Spouse otherwise elects. However, to the extent permitted
      by law, Company Stock acquired with an Exempt Loan will be excluded from
      any such distribution until the close of the Plan Year in which the Exempt
      Loan is repaid in full. If the surviving Spouse dies before distribution
      begins, then distribution will be made as if the surviving Spouse were the
      Participant. 

            


    

     

     

    
      
        
        

      

      
        - 27
-

        
          

        

      

      
        
        

      

    

     

    Distribution
will be considered as having commenced when the deceased Participant would have
reached Age 701⁄2 even if payments have been made to the surviving Spouse before
that date.

     

    
      	
              (b)  

            	
              Non-Spouse
      Beneficiary. Any death benefit a non-Spouse Beneficiary is entitled
      to receive will be distributed at the surviving Spouse's election by one
      of the following methods: (1) in one lump-sum; or (2) in substantially
      equal monthly, quarterly, semiannual, or annual installments over a 5-year
      period (unless the surviving Spouse elects a longer period). If the
      Participant's Account balance exceeds $935,000, the 5-year period will be
      extended 1 additional year (but not more than 5 additional years) for each
      $185,000 or fraction thereof by which the Participant's Account balance
      exceeds $935,000. These dollar limits will be adjusted at the same time
      and in the same manner as provided in Code §415(d). Distribution to a
      non-Spouse Beneficiary will be made within a reasonable time after the
      death of the Participant, but distribution of a lump sum must be made by
      December 31st of the calendar year which contains the 5th anniversary of
      the date of the Participant's death, or installments must begin no later
      than December 31st of the calendar year immediately following the calendar
      year the Participant died. Notwithstanding the foregoing, distribution of
      a Participant's Company Stock Account will begin no later than one year
      after the close of the Plan Year in which the Participant dies unless the
      Beneficiary otherwise elects. However, to the extent permitted by law,
      Company Stock acquired with an Exempt Loan will be excluded from any such
      distribution until the close of the Plan Year in which the Exempt Loan is
      repaid in full.

            


    

    


    
      	
              (c)  

            	
              Distribution
      If the Participant or Other Payee Is In Pay Status. If a
      Participant or Beneficiary who has begun receiving distribution of a
      benefit dies before the entire benefit is distributed, the balance will be
      distributed to the Participant's Beneficiary (or Beneficiary's
      beneficiary) at least as rapidly as under the method of distribution being
      used on the date of the Participant's or Beneficiary's
    death.

            


    

    


    
      	
              (d)  

            	
              Payments
      to a Beneficiary. In the absence of a Beneficiary designation or
      other directive from the deceased Participant to the contrary, any
      Beneficiary may name his or her own Beneficiary to receive any benefits
      payable in the event of the Beneficiary's death prior to receiving the
      entire death benefit to which the Beneficiary is entitled; and if a
      Beneficiary has not named his or her own Beneficiary, the Beneficiary's
      estate will be the Beneficiary. If any benefit is payable under this
      paragraph to a Beneficiary of the deceased Participant's Beneficiary or to
      the estate of the deceased Participant's Beneficiary, or to any other
      Beneficiary or the estate thereof, subject to the limitations regarding
      the latest dates for benefit payment in paragraphs (a) and (c) above, the
      Administrator may (1) continue to pay the remaining value of such benefits
      in the amount and form already commenced, or pay such benefits in any
      other manner permitted under the Plan for a Participant or Beneficiary,
      and (2) if payments have not already commenced, pay such benefits in any
      other manner permitted under the Plan. Distribution to the Beneficiary of
      a Beneficiary must begin no later than the date distribution would have
      been made to the Participant's Beneficiary. The Administrator's
      determination under this paragraph will be final and will be applied in a
      non-discriminatory manner that does not discriminate in favor of Highly
      Compensated Employees.

            


    

    


    
      	
              (e)  

            	
              Partial
      Distributions. If a Participant's Beneficiary receives a
      distribution of less than 100% of the Participant's Vested Aggregate
      Account balance, the Administrator will determine the portion (including
      zero) of the distribution that will be made from each of the Participant's
      sub-accounts, provided that any such determination is made in a uniform
      nondiscriminatory manner.

            


    

    


    
      	
              5.3  

            	
              Distribution
      of Benefit Upon Disability.

            


    

    Unless a
cash-out occurs under Section 5.5, the Disability benefit a Participant is
entitled to receive under Section 4.4 will be distributed in the following
manner:

    


    
      	
              (a)  

            	
              Form
      of Distribution. A Participant may elect to have his or her benefit
      distributed by one of the following methods: (1) in one lump-sum; or (2)
      in substantially equal monthly, quarterly, semi-annual, or annual
      installments over a 5-year period (unless the Participant elects a longer
      period). If the Participant's Account balance exceeds $935,000, the 5-year
      period will be extended 1 additional year (but not more than 5 additional
      years) for each $185,000 or fraction thereof by which the Participant's
      

            


    

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        
        

      

    

    Account
balance exceeds $935,000. These dollar limits will be adjusted at the same time
and in the same manner as provided in Code §415(d).

     

    
      	
              (b)  

            	
              Partial
      Distributions. If a Participant receives a distribution of less
      than 100% of his or her Vested Aggregate Account balance, the
      Administrator will determine the portion (including zero) of the
      distribution that will be made from each of the Participant's
      sub-accounts, provided that any such determination is made in a uniform
      nondiscriminatory manner.

            


    

    


    
      	
              (c)  

            	
              Time
      of Distribution. Distribution will be made within an
      administratively reasonable time after the date on which a Participant who
      suffers a Disability terminates employment, but not later than the
      Participant's Required Beginning Date. Notwithstanding the foregoing,
      distribution of a Participant's Company Stock Account will begin no later
      than one year after the close of the Plan Year in which the Participant
      terminates employment because of the Disability unless the Participant
      otherwise elects. However, to the extent permitted by law, Company Stock
      acquired with an Exempt Loan will be excluded from any such distribution
      until the close of the Plan Year in which the Exempt Loan is repaid in
      full.

            


    

    


    
      	
              5.4  

            	
              Distribution
      of Benefit Upon Termination of
Employment.

            


    

    Unless a
cash-out occurs under Section 5.5 or a prior distribution has been made under
Section 5.2 or 5.3, the benefit a Terminated Participant is entitled to receive
under Section 4.5 will be distributed in the following manner:

    


    
      	
              (a)  

            	
              Form
      of Distribution. A Participant may elect to have his or her benefit
      distributed by one of the following methods: (1) in one lump-sum; or (2)
      in substantially equal monthly, quarterly, semi-annual, or annual
      installments over a 5-year period (unless the Participant elects a longer
      period). If the Participant's Account balance exceeds $935,000, the 5-year
      period will be extended 1 additional year (but not more than 5 additional
      years) for each $185,000 or fraction thereof by which the Participant's
      Account balance exceeds $935,000. These dollar limits will be adjusted at
      the same time and in the same manner as provided in Code
      §415(d).

            


    

    


    
      	
              (b)  

            	
              Partial
      Distributions. If a Participant receives a distribution of less
      than 100% of his or her Vested Aggregate Account balance, the
      Administrator will determine the portion (including zero) of the
      distribution that will be made from each of the Participant's
      sub-accounts, provided that any such determination is made in a uniform
      nondiscriminatory manner.

            


    

    


    
      	
              (c)  

            	
              Time
      of Distribution. Distribution will be made within an
      administratively reasonable time after a Terminated Participant requests
      payment, but in no event later than the Required Beginning Date.
      Notwithstanding the foregoing, if a Terminated Participant is not
      reemployed by the Employer at the end of the fifth Plan Year following the
      Plan Year of his or her termination of employment, distribution of his or
      her Company Stock Account must begin not later than one year after the
      close of the fifth Plan Year following the Plan Year in which the
      Participant incurs such termination; but if a Terminated Participant is
      reemployed by the Employer as of the last day of the fifth Plan Year
      following the Plan Year of such termination of employment, distribution of
      his or her Company Stock Account will be postponed until the Participant
      is otherwise entitled to a distribution under the Plan. However, to the
      extent permitted by law, Company Stock acquired with an Exempt Loan will
      be excluded from such distribution until the close of the Plan Year in
      which the Exempt Loan is repaid in
full.

            


    

    


    
      	
              5.5  

            	
              Mandatory
      Cash-Out of Benefits.

            


    

    Effective
March 28, 2005, the Vested Aggregate Account of a terminated Participant who
satisfies the requirements of this Section will be mandatorily distributed (a
"cash-out") without the Participant's consent in accordance with the
provisions  set forth below. Cash-outs prior to March 28, 2005 are
governed by the terms of the Plan (including amendments) as in effect prior to
such date.

    


    
      	
              (a)  

            	
              Cashout
      Threshold. The Administrator can only make a distribution under
      this Section if a Participant's Vested Aggregate Account on the date of
      distribution does not exceed $5,000 (excluding the Participant's Rollover
      Account) (such amount hereafter referred to as the "Cashout Threshold").
      If a Participant would have received a distribution under the preceding
      sentence but for the fact that the 

            


    

     

     

     

    
      
        
        

      

      
        - 29
-

        
          

        

      

      
        
        

      

    

     

    Participant's
Vested Aggregate Account exceeded the Cashout Threshold when the Participant
terminated employment, and if at a later time the Participant's Vested Aggregate
Account is reduced to an amount not greater than the Cash-out Threshold in
effect at that later time, then the Administrator will distribute such amount or
remaining amount in a lump sum without the Participant’s consent. Any portion of
the Participant's Account which is not Vested will be treated as a
Forfeiture.

     

    
      	
              (b)  

            	
              Time
      and Form of Distribution. Any distribution under this Section will
      be made as soon as administratively feasible after the Participant
      terminates employment (or, if applicable, as soon as administratively
      feasible after a terminated Participant's Vested Aggregate Account no
      longer exceeds the Cash-out Threshold). Distribution will, at the election
      of the Participant, be made in the form of a lump sum cash payment or as a
      direct rollover under Section 5.14. However,
      if the Participant fails to make a timely election and the amount of the
      distribution is $1,000 or less (including the Participant's Rollover
      Account), distribution will made in the form of a lump sum cash payment
      not less than 30 days and not more than 90 days (or such other time as
      permitted by law) after the Code §402(f) notice is provided to the
      Participant. If the Participant fails to make a timely election and the
      amount of the distribution exceeds $1,000 (including the Participant's
      Rollover Account), the Administrator will pay the distribution in an
      automatic direct rollover to an individual retirement plan designated by
      the Administrator. Such individual retirement plan, as defined in Code
      §7701(a)(37), may be either an individual retirement account within the
      meaning of Code §408(a) or an individual retirement annuity within the
      meaning of Code §408(b) (either of which is hereafter referred to as an
      IRA). The Administrator will establish the IRA at a qualified financial
      institution by selecting an IRA trustee, custodian or issuer that is
      unrelated to the Employer or the Administrator, and will make the initial
      investment choices for the IRA. Any automatic direct rollover will occur
      not less than 30 days and not more than 90 days (or such other time as
      permitted by law) after the Code §402(f) notice with the explanation of
      the automatic direct rollover is provided to the
    Participant.

            


    

    


    
      	
              5.6  

            	
              Restrictions
      on Immediate Distributions.

            


    

    If a
Participant's Vested Aggregate Account balance exceeds the amount set forth in
paragraph (a) of this Section and is Immediately Distributable, such account can
only be distributed in accordance with the following provisions:

    


    
      	
              (a)  

            	
              General
      Rule. If (1) the Vested Aggregate Account balance (effective
      January 1, 2002, determined before taking into account the Participant's
      Rollover Contribution Account) of a terminated Participant exceeds $5,000,
      or if there are remaining payments to be made with respect to a particular
      distribution option that previously commenced, and (2) such amount is
      Immediately Distributable, then the Participant must consent to any
      distribution of such amount. If (1) the Vested Aggregate Account balance
      (effective January 1, 2002, determined before taking into account the
      Participant's Rollover Contribution Account) of a terminated Participant
      does not exceed $5,000, but (if applicable) exceeds the cash-out threshold
      set forth in Section 5.5(a), and (2) such amount is Immediately
      Distributable, then only the Participant (or where the Participant has
      died, the Participant's Spouse or Beneficiary) must consent to any
      distribution of such amount.

            


    

    


    
      	
              (b)  

            	
              Definition
      of Immediately Distributable. A Participant's benefit is
      immediately distributable if any part could be distributed to the
      Participant (or the Participant's surviving Spouse) before the Participant
      reaches (or would have reached if not deceased) the later of Normal
      Retirement Age or Age 62.

            


    

    


    
      	
              (c)  

            	
              Consent
      Requirement. The consent of the Participant to any benefit that is
      immediately distributable must be obtained in writing within the 180-day
      period ending on the Annuity Starting Date. The Participant is not
      required to consent to a distribution that is required by Code §401(a)(9)
      or §415.

            


    

    


    
      	
              (d)  

            	
              Notification
      Requirement. The Administrator must notify the Participant of the
      right to defer any distribution until it is no longer immediately
      distributable. Notification will include a general explanation of the
      material features and relative values of the optional forms of benefit, if
      any, available in a manner that would satisfy the notice requirements of
      Code §417(a)(3); and will be provided no less than 30 days or more than
      180 days prior to the Annuity Starting Date. However, distribution of a
      Participant's benefit may begin less than 30 days after the such notice is
      given if (1) the Administrator clearly informs the Participant that the
      Participant has a right to a period of at least


            


    

     

    
      
        
        

      

      
        - 30
-

        
          

        

      

      
        
        

      

    

     

    30
days after receiving notice to consider the decision of whether or not to elect
a distribution; (2) the Participant, after receiving the notice, affirmatively
elects a distribution or a particular distribution option.

     

    
      	
              (e)  

            	
              Consent
      Not Needed on Plan Termination. If upon Plan termination neither
      the Employer nor an Affiliated Employer maintains another defined
      contribution plan other than (1) an employee stock ownership plan (ESOP)
      as defined in Code §4975(e)(7) or §409(a), (2) a simplified employee
      pension (SEP) as defined in Code §408(k), (3) a SIMPLE IRA plan as defined
      in Code §408(p), (4) a plan or contract that satisfies the requirements of
      Code§ 403(b), or (5) a plan that is described in Code §457(b) or Code
      §457(f), then the Participant's benefit will, without the Participant's
      consent, be distributed to the Participant. If the Employer or an
      Affiliated Employer maintains another defined contribution plan other than
      an ESOP, a SEP, a SIMPLE IRA, a 403(b) plan/contract, or a 457(b) or
      457(f) plan, then the Participant's benefit will, without the
      Participant's consent, be transferred to the other plan if the Participant
      does not consent to an immediate distribution under this
      Section.

            


    

    


    
      	
              5.7  

            	
              Accounts
      of Rehired Participants.

            


    

    If a
Participant who is not 100% Vested in his or her Participant's Account
terminates employment with the Employer, a Forfeiture of all or a portion of the
Participant's Account of the terminated Participant may have occurred, and the
Participant is subsequently reemployed by the Employer, then his or her
Participant's Account will be administered in accordance with the
following:

    


    
      	
              (a)  

            	
              Reemployment
      of a Participant After 5 Consecutive Breaks in Service. If the
      Participant is reemployed by the Employer after incurring five consecutive
      Breaks in Service, then any previous Forfeiture of the Participant's
      Account will not be restored under the terms of this
  Plan.

            


    

    


    
      	
              (b)  

            	
              Reemployment
      of a Non-Vested Participant Before 5 Consecutive Breaks in Service.
      If a Participant's Vested Interest in the entire Participant's Account
      balance attributable to Employer contributions is 0% on the date that the
      Participant terminates employment, the Participant is deemed to have
      received a distribution of such Vested Interest on the date of such
      termination of employment pursuant to the Section 3.4(a)(1), a Forfeiture of the Participant's
      Account balance attributable to Employer contributions occurs on the date
      of such termination of employment pursuant to Section 3.4(a)(1), and the Participant is subsequently
      reemployed by the Employer before incurring five consecutive Breaks in
      Service, then the previous Forfeiture of such Participant's Account
      balance attributable to Employer contributions will be restored,
      calculated as of the date that the Forfeiture occurred (unadjusted by
      subsequent gains and losses). Such restoration of the previous Forfeiture
      of such Participant's Account balance attributable to Employer
      contributions will occur in the Plan Year that such Participant is
      reemployed by the Employer.

            


    

    


    
      	
              (c)  

            	
              Reemployment
      of a Vested Participant Before 5 Consecutive Breaks in Service. If
      a Participant's Vested Interest in the Participant's Account balance
      attributable to Employer contributions is less than 100% (but greater than
      0%) on the date that the Participant terminates employment, a Forfeiture
      of the non-Vested portion of the Participant's Account balance
      attributable to Employer contributions of the terminated Participant may
      have occurred, and the Participant is subsequently reemployed by the
      Employer before incurring five consecutive Breaks in Service, then the
      following provisions apply:

            


    

    


    
      	
              (1)  

            	
              Distribution
      Has Occurred But No Forfeiture Has Occurred. If a Forfeiture of the
      non-Vested portion of the Participant's Account balance attributable to
      Employer contributions has not occurred but a distribution of all or a
      portion of the Participant's Account of the terminated Participant has
      occurred, then a separate bookkeeping account will be established for the
      Participant's Account at the time of distribution; the Participant's
      Vested Interest in the separate bookkeeping account at any relevant time
      will be an amount ("X") determined according to the following formula: X =
      P(AB + (R x D) - (R x D)). In applying the formula, "P" is the Vested
      Interest at the relevant time, "AB" is the respective account balance at
      the relevant time, "D" is the amount of the distribution, and "R" is the
      ratio of the respective account balance at the relevant time to the
      respective account balance after the
  distribution.

            


    

     

     

    
      
        
        

      

      
        - 31
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)  

            	
              No
      Distribution Has Occurred But Forfeiture Has Occurred. If a
      Forfeiture of the non-Vested portion of the Participant's Account balance
      attributable to Employer contributions has occurred and the terminated
      Participant is reemployed by the Sponsoring Employer or an Affiliated
      Employer before incurring five consecutive Breaks in Service and before
      receiving a distribution of the Vested Interest in his or her
      Participant's Account balance attributable to Employer contributions, then
      the previous Forfeiture of such Participant's Account balance attributable
      to Employer contributions will be restored, calculated as of the date that
      the Forfeiture occurred (unadjusted by subsequent gains and losses). Such
      restoration of the previous Forfeiture of such Participant's Account
      balance attributable to Employer contributions will occur in the Plan Year
      that such Participant is reemployed by the
  Employer.

            


    

    


    
      	
              (3)  

            	
              Both
      Distribution and Forfeiture Have Occurred. If a distribution of all
      or a portion of the Vested Interest in the Participant's Account of a
      terminated Participant has occurred and a Forfeiture of the non-Vested
      portion of the Participant's Account attributable to Employer
      contributions has occurred (which may not necessarily occur at the same
      time that the distribution occurs), then the previous Forfeiture of such
      Participant's Account balance attributable to Employer contributions will
      be restored, calculated as of the date the Forfeiture occurred (unadjusted
      by subsequent gains and losses) and based upon the Sponsoring Employer's
      decision whether the Participant is required to repay the full amount of
      all distributions attributable to Employer contributions. With respect to
      such decision of the Sponsoring Employer whether the Participant is
      required to repay to the Plan the full amount of all distributions
      attributable to Employer contributions, in order to have the previous
      Forfeiture of such Participant's Account balance attributable to Employer
      contributions be restored, the following provisions will
      apply:

            


    

    


    
      	
              (A)  

            	
              Precedent
      Established. Once such a decision by the Sponsoring Employer is
      made, it will establish precedence for the Plan and cannot be changed,
      altered or modified.

            


    

    


    
      	
              (B)  

            	
              Time
      of Restoration If Repayment Is Not Required. If, based upon the
      Sponsoring Employer's decision, the Participant is not required to repay
      to the Plan the full amount of all distributions which were attributable
      to Employer contributions in order to have the previous Forfeiture of such
      Participant's Account balance attributable to Employer contributions be
      restored, then such restoration will occur in the Plan Year in which the
      Participant is reemployed by the
Employer.

            


    

    


    
      	
              (C)  

            	
              Time
      of Restoration If Repayment Is Required. If, based upon the
      Sponsoring Employer's decision, the Participant is required to repay to
      the Plan the full amount of all distributions which were attributable to
      Employer contributions in order to have the previous Forfeiture of such
      Participant's Account attributable to Employer contributions be restored,
      then such repayment by the Participant must be made before the earlier of
      (i) five years after the Participant's Reemployment Commencement Date, or
      (ii) the date on which the Participant incurs five consecutive Breaks in
      Service following the date of distribution of either the entire or the
      remaining Vested Interest in the Participant's Account. Such restoration
      of the previous Forfeiture of such Participant's Account balance
      attributable to Employer contributions will occur in the Plan Year that
      the Participant repays to the Plan the full (or any remaining) amount of
      the distribution which was attributable to Employer
      contributions.

            


    

    


    
      	
              (d)  

            	
              Sources
      for Restoration. The sources to restore a previous Forfeiture of
      the non-Vested portion of the Participant's Account balance attributable
      to Employer contributions pursuant to this Section will be made first by
      using available Forfeitures to restore the previous Forfeiture and, if
      such available Forfeitures are insufficient to restore the previous
      Forfeiture, by the Employer making a special Employer contribution to the
      Plan to the extent necessary to restore the previous
      Forfeiture.

            


    

     

     

    
      
        
        

      

      
        - 32
-

        
          

        

      

      
        
        

      

    

     

    
      	
              5.8  

            	
              Spousal
      Consent Requirements.

            


    

    A
surviving Spouse's election not to receive a death benefit under Section 5.2 will not be effective unless (1) the election is
in writing; (2) the election designates a specific Beneficiary or form of
benefit that cannot be changed without spousal consent (or the Spouse's consent
expressly permits designations by the Participant without any requirement of
further spousal consent); and (3) the Spouse's consent acknowledges the effect
of the election and is witnessed by the Administrator or a notary
public.

    


    
      	
              5.9  

            	
              Required
      Minimum Distributions.

            


    

    All
distributions will be determined and made in accordance with the final and
temporary Regulations issued by the Internal Revenue Service under Code
§401(a)(9) on April 17, 2002. Pursuant to those Regulations, all distributions
will be determined in accordance with the following:

    


    
      	
              (a)  

            	
              General
      Rules. All distributions hereunder will be made in accordance with
      these general rules: (1) the provisions of this Section will apply in
      determining required minimum distributions for calendar years beginning
      with the 2003 calendar year; (2) the requirements of this Section will
      take precedence over any inconsistent Plan provisions and prior Plan
      amendments; (3) all distributions required under this Section will be
      determined and made in accordance with the Regulations under Code
      §401(a)(9); and (4) notwithstanding the other provisions of this Section,
      distributions may be made under a designation made before January 1, 1984,
      in accordance with Tax Equity and Fiscal Responsibility Act (TEFRA)
      §242(b)(2) and the provisions of the Plan that relate to TEFRA
      §242(b)(2).

            


    

    


    
      	
              (b)  

            	
              Time
      and Manner of Distribution. All required minimum distributions will
      be made from the Plan in the following time and in the following
      manner:

            


    

    


    
      	
              (1)  

            	
              Required
      Beginning Date. The Participant's entire interest will be
      distributed, or begin to be distributed, to the Participant no later than
      the Participant's Required Beginning
Date.

            


    

    


    
      	
              (2)  

            	
              Death
      of Participant Before Distributions Begin. If the Participant dies
      before distribution begins, the Participant's entire interest will be
      distributed (or begin to be distributed) not later than set forth in the
      following provisions:

            


    

    


    
      	
              (A)  

            	
              5-Year
      Rule Applies to All Distributions to Designated Beneficiaries. If
      the Participant dies before distributions begin and there is a Designated
      Beneficiary, 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 subparagraph
      will apply as if the surviving Spouse were the Participant. This
      subparagraph also applies to all
distributions.

            


    

    


    
      	
              (B)  

            	
              Life
      Expectancy Rule. Notwithstanding subparagraph (b)(2)(A), a
      Participant (or, if no election has been made by the Participant prior to
      the Participant's death, then the Participant's Designated Beneficiary)
      may elect on an individual basis whether the Life Expectancy rule applies
      to distributions after the death of a Participant who has a Designated
      Beneficiary. The election must be made no later than September 30th of the
      calendar year in which distribution would be required to begin under this
      subparagraph (b)(2)(B). If neither the Participant nor the Beneficiary
      makes an election under this subparagraph (or the election is received
      later than September 30th of the calendar year in which distribution would
      be required to begin under this subparagraph (b)(2)(B)), then
      distributions will be made in accordance with the 5-Year rule of
      subparagraph (b)(2)(A) above. The following relate to the Life Expectancy
      rule under this subparagraph:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Surviving
      Spouse Is Sole Designated Beneficiary. If the Participant's
      surviving Spouse is the sole Designated Beneficiary, distributions to the
      surviving Spouse will begin by the later of [a] December 31 of the
      calendar year immediately following the calendar year in which the
      Participant died, or [b] December 31 of the calendar year in which the
      Participant would have attained age
701⁄2.

            


    

     

     

    
      
        
        

      

      
        - 33
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              Surviving
      Spouse Is Not Sole Designated Beneficiary. If the Participant's
      surviving Spouse is not the sole Designated Beneficiary, then
      distributions to the Designated Beneficiary will begin by December 31 of
      the calendar year immediately following the calendar year in which the
      Participant died.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              No
      Beneficiary Is Designated. If there is no Designated Beneficiary as
      of September 30 of the year following the year of the Participant's death,
      then 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)

            	
              Surviving
      Spouse Dies Before Distributions Begin. 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, then this subparagraph (b)(2)(B), other than
      subparagraph (b)(2)(B)(i), will apply as if the surviving Spouse were the
      Participant.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Election
      to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule
      to Elect Life Expectancy Distributions. A Designated Beneficiary
      who is receiving payments under the 5-Year rule may make a new election to
      receive payments under the Life Expectancy rule until December 31, 2003,
      provided that all amounts that would have been required to be distributed
      under the Life Expectancy rule for all Distribution Calendar Years before
      2004 are distributed by the earlier of December 31, 2003 or the end of the
      5-Year period.

            


    

    


    
      	
              (C)  

            	
              Date
      Distributions Are Deemed To Begin. For purposes of this
      subparagraph (b)(2) and paragraph (d), unless subparagraph (b)(2)(B)(iv)
      above applies, distributions are considered to begin on the Participant's
      Required Beginning Date. If subparagraph (b)(2)(B)(iv) above applies,
      distributions are considered to begin on the date distributions are
      required to begin to the surviving Spouse under subparagraph (b)(2)(B)(i)
      above. 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
      subparagraph (b)(2)(B)(i)), then the date distributions are considered to
      begin is the date distributions actually
  commence.

            


    

    


    
      	
              (3)  

            	
              Forms
      of Distribution. Unless the Participant's interest is distributed
      as 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 paragraphs (c) and (d).
      If the Participant's interest is distributed as an annuity purchased from
      an insurance company, distributions thereunder will be made in accordance
      with the requirements of Code §401(a)(9) and the
    Regulations.

            


    

    


    
      	
              (c)  

            	
              Required
      Minimum Distributions During the Participant's Lifetime. The amount
      of required minimum distributions during a Participant's lifetime will be
      determined as follows:

            


    

    


    
      	
              (1)  

            	
              Amount
      of Required Distribution Each Distribution Calendar Year. During
      the Participant's lifetime, the minimum amount that will be distributed
      each Distribution Calendar Year is the lesser of (A) the quotient obtained
      by dividing the Participant's Account Balance by the distribution period
      in the Uniform Lifetime Table set forth in Regulation §1.401(a)(9)-9,
      using the Participant's age as of the Participant's birthday in the
      Distribution Calendar Year; or (B) if the Participant's sole Designated
      Beneficiary for the Distribution Calendar Year is the Participant's
      Spouse, then the quotient obtained by dividing the Participant's Account
      Balance by the number in the Joint and Last Survivor Table set forth in
      Regulation §1.401(a)(9)-9, using the Participant's and Spouse's attained
      ages as of the Participant's and Spouse's birthdays in the Distribution
      Calendar Year.

            


    

     

     

    
      
        
        

      

      
        - 34
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)  

            	
              Required
      Minimum Distributions Continue Through Year of Participant's Death.
      Required minimum distributions will be determined under this paragraph (c)
      beginning with the first Distribution Calendar Year and up to and
      including the Distribution Calendar Year that includes the Participant's
      date of death.

            


    

    


    
      	
              (d)  

            	
              Required
      Minimum Distributions After the Participant's Death. Required
      minimum distributions will be made after a Participant's death in
      accordance with the following
provisions:

            


    

    


    
      	
              (1)  

            	
              Death
      On or After Distributions Begins. If a Participant dies on or after
      the date distribution begins, then the amount of a required minimum
      distribution will be determined as
follows:

            


    

    


    
      	
              (A)  

            	
              Participant
      Survived by Designated Beneficiary. If the Participant dies on or
      after the date distributions begin and there is a Designated Beneficiary,
      then 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 Designated Beneficiary, determined in accordance with
      the following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Calculation
      of Participant's Remaining Life Expectancy. 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.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Surviving
      Spouse Is Sole Designated Beneficiary. If the Participant's
      surviving Spouse is the Participant's sole Designated Beneficiary, then
      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
      Distribution Calendar Year. For Distribution Calendar Years after the year
      of the surviving Spouse's death, the remaining Life Expectancy of the
      surviving Spouse is calculated using the age of the surviving Spouse as of
      the Spouse's birthday in the calendar year of the Spouse's death, reduced
      by one for each subsequent calendar
year.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Surviving
      Spouse Is Not Sole Designated Beneficiary. If the Participant's
      surviving Spouse is not the Participant's sole Designated Beneficiary,
      then 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 calendar
      year.

            


    

    


    
      	
              (B)  

            	
              No
      Beneficiary Is Designated. 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, then
      the minimum amount that will be distributed for each Distribution Calendar
      Year after the year of the Participant's death is the quotient obtained by
      dividing the Participant's Account Balance by the Participant's remaining
      Life Expectancy calculated using the age of the Participant in the year of
      death, reduced by one each subsequent
year.

            


    

    


    
      	
              (2)  

            	
              Death
      Before the Date Distribution Begins. If a Participant dies before
      the date distribution begins, then the amount of a required minimum
      distribution will be determined as
follows:

            


    

    


    
      	
              (A)  

            	
              Participant
      Survived by Designated Beneficiary. If (i) a Participant (or, if no
      election is made by the Participant prior to the Participant's death, then
      the Participant's Designated Beneficiary) is permitted to elect the Life
      Expectancy rule of subparagraph (b)(2)(B); (ii) the Participant dies
      before the date distributions begin; and (iii) there is a Designated
      Beneficiary, then 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 

            


    

     

     

    
      
        
        

      

      
        - 35
-

        
          

        

      

      
        
        

      

    

     

    the
Participant's Account Balance by the remaining Life Expectancy of the
Participant's Designated Beneficiary, determined as provided in subparagraph
(d)(1).

     

    
      	
              (B)  

            	
              No
      Beneficiary Is Designated. 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, then
      distribution of the Participant's entire interest will be completed by
      December 31 of the calendar year containing the fifth anniversary of the
      Participant's death.

            


    

    


    
      	
              (C)  

            	
              Death
      of Surviving Spouse Before Distributions to Surviving Spouse Are Required
      to Begin. If (i) a Participant (or, if no election has been made by
      the Participant prior to the Participant's death, then the Participant's
      Designated Beneficiary) is permitted to elect the Life Expectancy rule of
      subparagraph (b)(2)(B); (ii) the Participant dies before the date
      distributions begin; (iii) the Participant's surviving Spouse is the
      Participant's sole Designated Beneficiary; and (iv) the surviving Spouse
      dies before distributions are required to begin to the surviving Spouse
      under subparagraph (b)(2)(B)(i), then this subparagraph (d)(2) will apply
      as if the surviving Spouse were the
Participant.

            


    

    


    
      	
              5.10  

            	
              Statutory
      Commencement of Benefits.

            


    

    Unless
the Participant otherwise elects, distribution of a Participant's benefit must
begin no later than the 60th day after the latest of the close of the Plan Year
in which the Participant (1) reaches the earlier of Age 65 or Normal Retirement
Age; (2) reaches the 10th anniversary of the year he or she began Plan
participation; or (3) terminates service with the Employer. However, the failure
of a Participant to consent to a distribution while a benefit is immediately
distributable within the meaning of Section 5.6(b)
will be deemed to be an election to defer commencement of payment of any benefit
sufficient to satisfy this Section. In addition, if this Plan provides for early
retirement, a Participant who satisfied the service requirement (if any) set
forth in the definition of Early Retirement Age in Section 1.27 prior to termination of employment will be
entitled to receive his or her Vested Aggregate Account balance (if any) upon
satisfaction of the age requirement (if any) set forth in the definition of
Early Retirement Age.

    


    
      	
              5.11  

            	
              Post-Termination
      Earnings.

            


    

    As of the
Valuation Date coinciding with or next following the date a Participant
terminates employment with the Employer for any reason, the Administrator will,
until a distribution is made to the Participant or the Participant's Beneficiary
in accordance with Sections 5.1, 5.2, 5.3, 5.4, or 5.5, direct the Trustee in a
uniform nondiscriminatory manner to either (a) invest the Participant's Vested
Aggregate Account balance determined as of such Valuation Date in a separate
interest bearing account; or (b) leave the Participant's Vested Aggregate
Account balance as part of the general Trust Fund. If the Participant's Vested
Aggregate Account balance remains as part of the general Trust Fund, then such
account will either (a) share in the allocation of net earnings and losses under
Section 3.3 as a non-segregated account, or (b) be
granted interest at a rate consistent with the interest bearing investments of
the Trust Fund.

    


    
      	
              5.12  

            	
              Distribution
      in the Event of Legal Incapacity.

            


    

    If any
person entitled to benefits (the "Payee") is under any legal incapacity by
virtue of age or mental condition, payments may be made in one or more of the
following ways as directed by the Administrator: (a) to the Payee directly; (b)
to a court-appointed guardian of the Payee; (c) to the person or entity holding
a valid power of attorney of the Payee or the Payee's estate; (d) any other
person or entity authorized under State (or Commonwealth) law to receive
benefits on behalf of the Payee; or (e) if the Payee is a minor, to the
authorized person or entity of the Payee (e.g., custodian or guardian) under any
Uniform Transfers to Minors Act or Uniform Gifts to Minors Act.

    


    
      	
              5.13  

            	
              Missing
      Payees and Unclaimed Benefits.

            


    

    With
respect to a Participant or Beneficiary who has not claimed any benefit (the
"missing payee") to which such missing payee is entitled, and with respect to
any Participant or Beneficiary who has not satisfied the administrative
requirements for benefit payment, the Administrator may elect to either (1) to
segregate the benefit into an interest bearing account, in which event an annual
maintenance fee as may be set from time to time in a written administrative
policy established by the Sponsoring Employer may be assessed against the
segregated account; (2) subject to a written administrative policy established
by the Administrator, distribute the benefit at any time in any manner which is
sanctioned by the Internal Revenue Service and/or the Department of Labor; or
(3) treat the entire benefit as a Forfeiture. If a missing payee whose benefit
has been forfeited is located, or if a payee whose benefit has been forfeited


     

    
      
        
        

      

      
        - 36
-

        
          

        

      

      
        
        

      

    

     

    for
failure to satisfy the administrative requirements for benefit payment
subsequently satisfies such administrative requirements and claims his or her
benefit, and if the Plan has not terminated (or if the Plan has terminated, all
benefits have not yet been paid), then the benefit will be restored. The
Administrator, on a case by case basis, may elect to restore the benefit by the
use of earnings from non-segregated assets of the Fund, by Employer
contributions, or by any combination thereof. However, if any such payee has not
been located (or satisfied the administrative requirements for benefit payment)
by the time the Plan terminates and all benefits have been distributed from the
Plan, the Forfeiture of such unpaid benefit will be irrevocable.

     

    
      	
              5.14  

            	
              Direct
      Rollovers.

            


    

    This
Section applies to distributions made after December 31, 2001. 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 Plan, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributee in a
direct rollover.

    


    
      	
              (a)  

            	
              Eligible
      Rollover Distribution. The term "eligible rollover distribution"
      means 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 (1) any distribution that is one of a series of substantially
      equal periodic payments (not less frequently than annually) made for the
      life (or life expectancy) of the 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; (2) any
      distribution to the extent such distribution is required under Code
      §401(a)(9); (3) the portion of any distribution that is not includible in
      gross income (determined without regard to the exclusion for net
      unrealized appreciation with respect to Employer securities); (4) the
      portion of any distribution which is attributable to a financial hardship
      distribution; and (5) any other distribution that is reasonably expected
      to total less than $200 during a
year.

            


    

    


    
      	
              (b)  

            	
              Eligible
      Retirement Plan. For distributions made after December 31, 2001,
      the term "eligible retirement plan" means an individual retirement account
      described in Code §408(a); an individual retirement annuity described in
      Code §408(b); an annuity plan described in Code §403(a); an annuity
      contract described in Code §403(b); a qualified trust described in Code
      §401(a); or an eligible deferred compensation plan under Code §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
      and which agrees to separately account for amounts transferred into such
      plan from this Plan. This definition of eligible retirement plan will also
      apply in the case of a distribution to a surviving Spouse, or to a Spouse
      or former Spouse who is the alternate payee under a qualified domestic
      relation order, as defined in Code §414(p); such distribution will be made
      in the same manner as if the Spouse was the Employee. If any portion of an
      eligible rollover distribution is attributable to payments or
      distributions from an individual's Roth elective deferral account (or the
      segregated portion of an individual's Rollover Contribution Account that
      is attributable to Roth elective deferrals), then an eligible retirement
      plan with respect to such portion will only be either another plan's
      designated Roth account of the individual from whose account the payments
      or distributions were made, or such individual's Roth
  IRA.

            


    

    


    
      	
              (c)  

            	
              Definition
      of Distributee. For purposes of this Section, the term
      "distributee" means an Employee or former Employee. In addition, an
      Employee's or former Employee's surviving Spouse and an Employee's or
      former Employee's Spouse or former Spouse who is the alternate payee under
      a qualified domestic relations order as defined in Code §414(p), are
      distributees with regard to the interest of the Spouse or former Spouse.
      With respect to any portion of a distribution that is made after December
      31, 2006 from an eligible retirement plan of a deceased Employee, a
      distributee for purposes of a direct trustee-to trustee transfer will
      include an individual who is the Designated Beneficiary of the Employee
      and who is not the surviving Spouse of the
  Employee.

            


    

    


    
      	
              (d)  

            	
              Definition
      of Direct Rollover. The term "Direct Rollover" means a payment by
      the Plan to the eligible retirement plan that is specified by the
      distributee.

            


    

    


    
      	
              (e)  

            	
              Non-Spouse
      Beneficiary Rollover Right. Effective January 1, 2008, a
      Beneficiary (other than the Participant’s Spouse) who is considered to be
      a "designated beneficiary" under Code §401(a)(9)(E) may establish an IRA
      into which all or a portion of a death benefit distribution from this Plan
      to which such non-spouse designated beneficiary is entitled can be
      transferred directly. Notwithstanding the


            


    

     

     

    
      
        
        

      

      
        - 37
-

        
          

        

      

      
        
        

      

    

     

    above,
any amount payable to a non-Spouse designated beneficiary that is deemed to be a
required minimum distribution may not be transferred into such IRA. If a
Participant dies before his or her Required Beginning Date, the non-Spouse
designated beneficiary may deposit into such IRA all or any portion of the
distribution that is deemed to be an eligible rollover distribution. In
determining the portion of such distribution that is considered to be a required
minimum distribution that must be made from the IRA, the beneficiary may elect
to use either the 5-year rule or the life expectancy rule, pursuant to
Regulation §1.401(a)(9)-3, Q&A-4(c). Any distribution made pursuant to this
Section 7.4 is not subject to the direct rollover requirements of Code
§401(a)(31), the notice requirements of Code §402(f), or the mandatory
withholding requirements of Code §3405(c). If a non-Spouse designated
beneficiary receives a distribution from the Plan, then the distribution is not
eligible for the "60-day" rollover rule, which is available to a Spousal
Beneficiary. If the Participant's Beneficiary is a trust, then the Plan may make
a direct rollover to an IRA on behalf of the trust if the trust satisfies the
requirements to be a designated beneficiary within the meaning of Code
§401(a)(9)(E).

     

    
      	
              5.15  

            	
              Distributions
      of Stock.

            


    

    All
distributions made under the other provisions of this Article 5 will be in the
form of Company Stock, subject to the following provisions:

    


    
      	
              (a)  

            	
              Distribution
      in the Form of Company Stock. Benefits will be distributed solely
      in Company Stock. The Participant's Vested Aggregate Account will be
      distributed in the form of Company Stock to the extent it is allocated to
      the Participant's Company Stock Account, and the balance, if any, of the
      Vested Aggregate Account will be distributed in
  cash.

            


    

    


    
      	
              (b)  

            	
              Stock
      Must Be Distributed In Whole Shares. Distribution will be made
      entirely in whole shares of Company Stock. Any balance in a Participant's
      Account, if any, not attributable to Company Stock will be applied by the
      Trustee to acquire for distribution the maximum number of whole shares of
      Company Stock at the then fair market value. Any unexpended balance in the
      Participant's Account will be distributed in cash. If the Trustee is
      unable to purchase the Company Stock required for the distribution, the
      Trustee will make distribution in cash within one year after the date the
      distribution was to have been made, except in the case of a retirement
      distribution which must be made within 60 days after the close of the Plan
      Year in which retirement occurs.

            


    

    


    
      	
              (c)  

            	
              Multiple
      Classes of Company Stock Acquired With Exempt Loan. If Company
      Stock which was acquired with an Exempt Loan and which is available for
      distribution consists of more than one class of stock, a Participant's or
      Beneficiary's distribution must receive substantially the same proportion
      of each such class of such stock.

            


    

    


    
      	
              5.16  

            	
              Dividends
      on Company Stock.

            


    

    Cash dividends received on Company
Stock allocated to Participants' Company Stock Accounts will be reinvested in
Company Stock.

    


    
      	
              5.17  

            	
              Non-Terminable
      Rights and Protections.

            


    

    No
Company Stock acquired with an Exempt Loan may be subject to a put, call, or
other option, or buy-sell or similar arrangement when held by and distributed
from the Plan, whether or not the Plan is then an Employee Stock Ownership Plan
(ESOP). The rights and protections granted in this Section are non-terminable
and will continue to exist under the terms of the Plan as long as any Company
Stock acquired with an Exempt Loan is held by the Plan or by any Participant or
any other person for whose benefit such protections and rights have been
created, and neither the repayment of such loan nor the failure of the Plan to
be an ESOP, nor any amendment of the Plan, will cause a termination of the
protections and rights.

    


    
      	
              5.18  

            	
              Required
      Cash Distribution for Certain
Banks.

            


    

    If the
Employer is a bank as defined in Code §581 which is prohibited by law from
redeeming or purchasing its own securities, the Employer may distribute a
Participant's Plan benefit solely in the form of cash notwithstanding a
Participant's right as otherwise set forth in the Plan to receive a distribution
of Company Stock.

    


    
      	
              5.19  

            	
              Financial
      Hardship Distributions.

            


    

    Subject
to rules and procedures established by the Administrator in an administrative
policy regarding hardship distributions, a Participant may request in writing to
the Administrator that up to 50% (or such other percentage as specified in the
aforementioned administrative 

     

    
      
        
        

      

      
        - 38
-

        
          

        

      

      
        
        

      

    

     

    policy)
of the Vested Interest of one or more of the Participant's accounts (calculated
as of the date of the hardship request) as permitted in the administrative
policy be distributed to the Participant because of his or her immediate and
heavy financial hardship. However, notwithstanding any rules and procedures set
forth in the administrative policy, no hardship distribution can be made with
respect to Transfer Contributions (including post-transfer earnings thereon) and
liabilities from a money purchase plan or target benefit plan qualified under
Code §401(a) (other than any portion of those assets and liabilities
attributable to Voluntary Employee Contributions).

     

    An
application for withdrawal shall be made in writing on a form approved by the
Administrator.  Withdrawals shall be approved only on account of an
immediate and heavy financial need and shall be approved only up to the amount
that is necessary to satisfy such financial need.  Hardship
withdrawals may only be made from a Participant’s Vested Interest which has been
held by the Plan for at least two years.  The determination of the
existence of an immediate and heavy financial need and of the amount necessary
to meet such need is to be made in a nondiscriminatory and objective manner on
the basis of all relevant facts and circumstances.  The determination
of the Administrator as to justification of the withdrawal and the amount
thereof shall be final.

    


    For
purposes of this section, the term “financial hardship” shall mean the financial
inability of the Participant to provide the necessary funds for:  (a)
deductible medical expenses incurred or necessary (within the meaning of Code
§213(d) of the Participant, the Participant’s spouse, children or dependents;
(b) the purchase (excluding mortgage payments) of a principal residence for the
Participant; (c) payment of tuition for the next 12 months of post secondary
education for the Participant, the Participant’s spouse, children or dependents;
(d) the need to prevent the eviction of the Participant from, or a foreclosure
on the mortgage of, the Participant’s principal residence; (e) payments for
burial or funeral expenses for the Participant’s deceased parent, spouse,
children or dependents (as defined Code §152 and, for taxable years beginning on
or after January 1, 2005, without regard to Code §153(d)(1)(B); and (f) expenses
for the repair of damage to the Participant’s principal residence that would
qualify for the casualty deduction under Code §165 (determined without regard to
whether the loss exceeds 10% of adjusted gross income).

    


    
      	
              5.20  

            	
              Pre-Retirement
      Distributions.

            


    

    Except as
may otherwise be permitted under Section 4.2 or
Section 5.19, no distributions are permitted before
a Participant terminates employment with the Employer.

    


    
      	
              5.21  

            	
              Distribution
      of Rollover Contributions.

            


    

     An
Employee's Rollover Contribution Account will be distributed from the Plan in
accordance with the following provisions:

    


    
      	
              (a)  

            	
              Time
      of Distribution. An Employee may request in writing a withdrawal of
      all or any portion of his or her Rollover Contribution Account at any time
      prior to becoming a Participant, and thereafter upon the earlier of (1)
      the date the Employee is entitled to a distribution of his or her
      Participant's benefits under the provisions of Article 5, or (2) the
      soonest possible administratively practical date after the Participant's
      termination of employment. The Administrator may require advance notice of
      a reasonable period not to exceed 60 days prior to the requested date of
      withdrawal. Any amount withdrawn  can only be redeposited to the
      Employee's Rollover Contribution Account if the withdrawn amount continues
      to be deemed a Rollover despite the fact that the amount originated from
      this Plan. A withdrawal of all or any portion of an Employee's Rollover
      Contribution Account will not prevent an Employee from accruing any future
      benefit attributable to Employer contributions. The Administrator may
      establish additional rules or procedures regarding withdrawals from an
      Employee's Rollover Contribution
Account.

            


    

    


    
      	
              (b)  

            	
              Spousal
      Consent Requirements Upon Withdrawal. All or any portion of an
      Employee's Rollover Contribution Account can be withdrawn from the Plan
      without the consent of the Employee's
Spouse.

            


    

     

     

    
      
        
        

      

      
        - 39
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              (c)  

            	
              Form
      of Distribution. Distribution of all or any portion of an
      Employee's Rollover Contribution Account prior to the time that the
      Employee is entitled to a distribution of his or her Participant Account
      will only be in the form of a single payment. Any amount remaining in an
      Employee's Rollover Contribution Account at the time the Employee is
      entitled to a distribution of his or her Participant Account will be
      distributed, at the election of the Participant, in a lump-sum or in the
      same manner as the Participant Account under the other provisions of this
      Article 5.

            


    

    


    
      	
              5.22  

            	
              Distribution
      of Voluntary Employee
Contributions.

            


    

    Voluntary
Employee Contributions are not permitted.

    


    
      	
              5.23  

            	
              Distribution
      of Transfer Contributions.

            


    

    A
Participant's Transfer Contribution Account will be distributed from the Plan at
the same time and in the same manner as the Participant's Account is distributed
under Section 5.1, 5.2, 5.3, or 5.4, subject to the following
rules:

    


    
      	
              (a)  

            	
              Spousal
      Consent Requirements Upon Withdrawal. If a Transfer Contribution
      was a direct or indirect transfer as defined in Code §401(a)(11) from a
      defined benefit plan, a money purchase plan, a target benefit plan, a
      stock bonus plan, or a profit sharing plan that provided for a life
      annuity form of payment to the Participant, then a withdrawal of all or
      any portion of a Participant's Transfer Contribution Account will be
      subject to the Spousal consent requirements set forth in Section 5.8. However, if a Transfer Contribution was not
      a direct or indirect transfer as defined in Code §401(a)(11) from a
      defined benefit plan; a money purchase plan; a target benefit plan; or a
      stock bonus plan or a profit sharing plan that provided for a joint and
      survivor annuity or a life annuity form of payment to the Participant,
      then all or any portion of an a Participant's Transfer Contribution
      Account can be withdrawn without the consent of the Participant's
      Spouse.

            


    

    


    
      	
              (b)  

            	
              Form
      of Distribution. Notwithstanding anything in this Section to the
      contrary, if the Transfer Contribution was a direct or indirect transfer
      as defined in Code §401(a)(11) from a defined benefit plan; a money
      purchase plan; a target benefit plan; or a stock bonus plan or a profit
      sharing plan that provided for a joint and survivor annuity or a life
      annuity form of payment to the Participant, then regardless of the Normal
      Form of Distribution, a withdrawal of all or any portion of a
      Participant's Transfer Contribution Account will be subject to the
      Qualified Joint and Survivor Annuity (QJSA) and Qualified Preretirement
      Survivor Annuity (QPSA) requirements set forth in Code §401(a)(11). A
      withdrawal of all or any portion of a Participant's Transfer Contribution
      Account may also be made in the same manner as the Participant's Account
      under the other provisions of this Article 5, subject to the Spousal
      consent requirements set forth in paragraph
  (a)(1).

            


    

    


    
      	
              (c)  

            	
              Special
      Rule for Withdrawal of Elective Deferral Transfers. Notwithstanding
      anything in this Section to the contrary, if the Transfer Contributions
      are elective contributions as defined in Regulation 1.401(k)-1(g)(3)
      (including any qualified non-elective contributions, qualified matching
      contributions, and ADP safe harbor contributions) which are transferred to
      this Plan in a direct or indirect trustee-to-trustee transfer from another
      qualified plan and which are subject to the limitations in Regulation
      §1.401(k)-1(d), then the distribution of such Transfer Contributions
      (including post-transfer earnings thereon) will be subject to the
      limitations in Regulation
§1.401(k)-1(d).

            


    

    


    
      
        
           


        

        
          - 40
-

          
            

          

        

        
           


        

      

    

    


                                       
Article
6                      

    Code § 415 Limitations

    


    
      	
              6.1  

            	
              Maximum
      Annual Additions.

            


    

    The
maximum Annual Addition made to a Participant's various accounts maintained
under the Plan for any Limitation Year will not exceed the lesser of the Dollar
Limitation in Section 6.1(a) or the Compensation Limitation Section 6.1(b)
below, as follows:

    


    
      	
              (a)  

            	
              Dollar
      Limitation. For Limitation Years beginning on or after January 1,
      2008, the Dollar Limitation is $46,000 as adjusted in accordance with Code
      §415(d).

            


    

    


    
      	
              (b)  

            	
              Compensation
      Limitation. For Limitation Years beginning on or after January 1,
      2002, the Compensation Limitation is an amount equal to 100% of the
      Participant's Compensation for the Limitation Year. However, this
      limitation will not apply to any contribution made for medical benefits
      within the meaning of Code §401(h) or Code §419A(f)(2) after termination
      of employment which is otherwise treated as an Annual Addition under Code
      §415(l)(1) or Code §419A(d)(2).

            


    

    


    
      	
              (c)  

            	
              Annual
      Additions. Annual Additions are the sum of the following amounts
      credited to a Participant's Account for the Limitation Year: (1) Employer
      contributions; (2) Forfeitures; (3) amounts allocated, after March 31,
      1984, to an individual medical account, as defined in Code §415(l)(2),
      which is part of a pension or annuity plan maintained by the Employer; and
      (4) amounts derived from contributions paid or accrued after December 31,
      1985, in taxable years ending after such date, that are attributable to
      post-retirement medical benefits, allocated to the separate account of a
      Key Employee, as defined in Code §419A(d)(3), under a welfare fund, as
      defined in Code §419(e), maintained by the Employer. However, a
      Participant's Annual Additions do not include Rollover Contributions,
      Transfer Contributions, loan repayments, repayments of prior Plan
      distributions or prior distributions of mandatory contributions,
      deductible contributions to a SEP, or voluntary deductible
      contributions.

            


    

    


    
      	
              (d)  

            	
              Special
      ESOP Rules. For purposes of this Section, (1) in determining the
      amount of the Employer's contribution for purposes of paragraph (a) and
      (b) above, the amount of Employer contributions will be determined based
      upon the lesser of (A) the fair market value of the Company Stock
      allocated to the Participant's Account from Employer contributions to the
      Plan (determined at the time of the contribution by the most recent
      valuation) plus any contributions which are not used to purchase Company
      Stock or pay on an Exempt Loan; and (B) the amount of the Employer's cash
      contribution to the Plan; and (2) in any Plan Year in which the Employer
      is not an S Corporation as defined in Code §1361, if no more than
      one-third of Employer contributions for that Plan Year that are deductible
      under Code §404(a)(9) are allocated to HCEs, the limitations of this
      Section will not apply to Forfeitures of Company Stock that was acquired
      with an Exempt Loan or to Employer contributions that are deductible under
      Code §404(a)(9)(B) and are charged against a Participant's
      Account.

            


    

    


    
      	
              6.2  

            	
              Adjustments
      to Maximum Annual Addition.

            


    

    In
applying the limitation on Annual Additions set forth in Section 6.1 the
following adjustments must be made:

    


    
      	
              (a)  

            	
              Short
      Limitation Year. In a Limitation Year of less than 12 months, the
      Defined Contribution Dollar Limitation in Section 6.1(a) will be adjusted
      by multiplying it by the ratio that the number of months in the short
      Limitation Year bears to 12.

            


    

    


    
      	
              (b)  

            	
              Participation
      in Multiple Employer-Sponsored Defined Contribution Plans. If a
      Participant participates in multiple defined contribution plans sponsored
      by the Employer which have different Anniversary Dates, the maximum Annual
      Addition in this Plan for the Limitation Year will be reduced by the
      Annual Additions credited to the Participant's accounts in the other
      defined contribution plans during the Limitation Year. If a Participant
      participates in multiple defined contribution plans sponsored by the
      Employer which have the same Anniversary Date, then (1) if only one of the
      plans is subject to Code §412, Annual Additions will first be credited to
      the Participant's accounts in the plan subject to Code §412; and (2) if
      none of the plans are subject to Code §412, the maximum Annual Addition in
      this Plan for a given Limitation Year will either (A) equal the product of
      (i) the maximum Annual Addition for such Limitation Year minus any other
      Annual Additions previously credited to


            


    

     

     

    
      
        
        

      

      
        - 41
-

        
          

        

      

      
        
        

      

    

     

    the
Participant's account(s), multiplied by (ii) a fraction, the numerator of which
is the Annual Additions which would be credited to a Participant's accounts
hereunder without regard to the Annual Additions limitation of Section 6.1 and
the denominator of which is the Annual Additions for all plans described in this
paragraph, or (B) be reduced by the Annual Additions credited to the
Participant's accounts in the other defined contribution plans for such
Limitation Year.

     

    
      	
              6.3  

            	
              Multiple
      Plans and Multiple Employers.

            


    

    All
defined benefit plans (whether terminated or not) sponsored by the Employer will
be treated as one defined benefit plan, and all defined contribution plans
(whether terminated or not) sponsored by the Employer will be treated as one
defined contribution plan. In addition, all Affiliated Employers will be
considered a single Employer.

    


    
      	
              6.4  

            	
              Adjustment
      for Excessive Annual Additions.

            


    

    If for
any Limitation Year the Annual Additions allocated to a Participant's Account
exceeds the maximum amount permitted under Section 6.1 because of an allocation
of Forfeitures, a reasonable error in estimating a Participant's Compensation, a
reasonable error in determining the amount of elective contributions (within the
meaning of Code §402(g)(3)), or because of other limited facts and circumstances
that the Commissioner finds justify the availability of the rules set forth in
this Section, then such Participant's Account will be adjusted as follows to
reduce the excess Annual Additions:

    


    
      	
              (a)  

            	
              Reduce
      Employer Contributions If Participant Is Still Covered By The Plan.
      First, if the Participant is covered by the Plan at the end of the
      Limitation Year, the excess in the Participant's Account plus applicable
      earnings thereon, if any, will be used to reduce Employer contributions
      (including any allocation of Forfeitures) for such Participant in the next
      Limitation Year, and in each succeeding Limitation Year if
      necessary.

            


    

    


    
      	
              (b)  

            	
              Reduce
      Employer Contributions If Participant Is Not Covered By The Plan.
      If the Participant is not covered by the Plan at the end of a Limitation
      Year, the excess amount, plus applicable earnings thereon, if any, will be
      held unallocated in a suspense account. The suspense account will be
      applied to reduce future Employer contributions (including the allocation
      of any Forfeitures) for all remaining Participants in the next Limitation
      Year, and in each succeeding Limitation Year if
  necessary.

            


    

    


    
      	
              (c)  

            	
              Suspense
      Account. If a suspense account is in existence at any time during a
      Limitation Year pursuant to this Section, such suspense account will not
      participate in the allocation of the Trust's investment gains and losses.
      If a suspense account is in existence at any time during a particular
      Limitation Year, all amounts in the suspense account must be allocated and
      reallocated to Participants' Accounts before any Employer Contributions
      may be made to the Plan for that Limitation Year. Excess amounts may not
      be distributed to Participants or former
  Participants.

            


    

    


    


    
      
        
           


        

        
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Article
7                      

    Loans, Insurance and Directed
Investments

    


    
      	
              7.1  

            	
              Loans
      to Participants.

            


    

    Loans to
Participants are not permitted.

    


    
      	
              7.2  

            	
              Insurance
      on Participants.

            


    

    The
purchase of Policies on the life of a Participant is not permitted except as
otherwise provided in Section 7.3 with regard to "key man"
insurance.

    


    
      	
              7.3  

            	
              Key
      Man Insurance.

            


    

    The
Administrator may instruct the Trustee to purchase insurance Policies on the
life of any Participant whose employment is deemed to be key to the Employer's
financial success. Such "key man" Policies will be deemed an investment of the
Trust and will be payable to the Trust as the beneficiary. The Trustee may
exercise any and all rights under the Policies. Neither the Trustee, Employer,
Administrator, nor any fiduciary will be responsible for the validity of any
such Policy or the failure of any insurer to make payments thereunder, or for
the action of any person that may delay payment or render a Policy void in whole
or in part. No insurer will be deemed a party to this Plan for any purpose or to
be responsible for its validity; nor will it be required to look into the terms
of the Plan nor to question any action of the Trustee. The obligations of the
insurer will be determined solely by the Policy's terms and any other written
agreements between it and the Trustee. The insurer will act only at the written
direction of the Trustee, and will be discharged from all liability with respect
to any amount paid to the Trustee. The insurer will not be obligated to see that
any money paid to the Trustee or any other person is properly distributed or
applied.

    


    


    
      
        
           


        

        
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                                          Article
8                      

    Duties of the
Administrator

    


    
      	
              8.1  

            	
              Appointment,
      Resignation, Removal and
Succession.

            


    

    Each
Administrator appointed will continue until his death, resignation, or removal ,
and any Administrator may resign by giving 30 days written notice to the
Sponsoring Employer. If an Administrator dies, resigns, or is removed , his
successor will be appointed as promptly as possible, and such appointment will
become effective upon its acceptance in writing by such successor. Pending the
appointment and acceptance of any successor Administrator, any then acting or
remaining Administrator will have full power to act.

    


    
      	
              8.2  

            	
              General
      Powers and Duties.

            


    

    The
powers and duties of the Administrator will include (a) appointing the Plan's
attorney, accountant, actuary, or any other party needed to administer the Plan;
(b) directing the Trustees with respect to payments from the Trust Fund; (c)
deciding if a Participant is entitled to a benefit; (d) communicating with
Employees regarding their Plan participation and benefits, including the
administration of all claims procedures; (e) filing any returns and reports with
the Internal Revenue Service, Department of Labor, or other governmental agency;
(f) reviewing and approving any financial reports, investment reviews, or other
reports prepared by any party under (e) above; (g) establishing a funding policy
and investment objectives consistent with the purposes of the Plan and ERISA;
(h) construing and resolving any question of Plan interpretation; and (i) making
any findings of fact the Administrator deems necessary to proper Plan
administration. Notwithstanding any contrary provision of this Plan, benefits
under this Plan will be paid only if the Administrator decides in its discretion
that the applicant is entitled to them. The Administrator's interpretation of
Plan provisions, and any findings of fact, including eligibility to participate
and eligibility for benefits, are final and will not be subject to "de novo"
review unless shown to be arbitrary and capricious.

    


    
      	
              8.3  

            	
              Functions
      of Committee.

            


    

    If a
Committee is established, a member of the Committee will serve until his or her
death, disability, removal by the Sponsoring Employer, or resignation. If a
vacancy arises from the death, disability, removal, or resignation of a member
of the Committee, the Sponsoring Employer may, but is not required to, appoint a
successor to serve in his or her place. The Committee will act by majority vote.
The proper expenses of the Committee, and the compensation of its agents, if
any, that are appointed pursuant to Section 8.7, will be paid directly by the
Employer.

    


    
      	
              8.4  

            	
              Multiple
      Administrators.

            


    

    If more
than one Administrator has been appointed by the Sponsoring Employer, the
Administrators may delegate specific responsibilities among themselves,
including the authority to execute documents unless the Sponsoring Employer
revokes such delegation. The Sponsoring Employer and Trustee will be notified in
writing of any such delegation of responsibilities, and the Trustee thereafter
may rely upon any documents executed by the appropriate
Administrator.

    


    
      	
              8.5  

            	
              Correcting
      Administrative Errors.

            


    

    The
Administrator will take such steps as it considers necessary and appropriate to
remedy administrative or operational errors, including, but not be limited to,
the following: (a) any action pursuant to (1) any Employee Plans Compliance
Resolution System (EPCRS) that is issued by the Internal Revenue Service, (2)
any asset management or fiduciary conduct error correction program that is
issued by the Department of Labor, or (3) any other correction program issued by
any Department or governmental agency; (b) a reallocation of Plan assets; (c) an
adjustment in the amount of future payments to any Participant, Beneficiary or
Alternate Payee; and (d) the institution, prosecution, and/or settlement of
legal actions to recover benefit payments made in error or on the basis of
incorrect or incomplete information.

    


    
      	
              8.6  

            	
              Promulgating
      Notices and Procedures.

            


    

    The
Sponsoring Employer and Administrator are given the power and responsibility to
promulgate certain written notices, policies and/or procedures under the terms
of the Plan and disseminate them to Participants, and the Administrator may
satisfy such responsibility by the preparation of any such notice, policy and/or
procedure in a written form which can be published and communicated to a
Participant in one or more of the following ways: (a) by distribution in hard
copy; (b) through distribution of a summary plan description or summary of
material modifications thereto which sets forth the policy or procedure with
respect to a right, benefit or feature offered under the Plan; (c) by e-mail,
either to a Participant's personal e-mail address or his or her
Employer-maintained e-mail address; and (d) by publication on a web-site
accessible by the Participant, provided the Participant is notified of said
web-site publication. Any notice, policy and/or procedure provided through an
electronic medium will only be valid if 

     

    
      
        
        

      

      
        - 44
-

        
          

        

      

      
        
        

      

    

     

    the electronic
medium which is used is reasonably designed to provide the notice, policy and/or
procedure in a manner no less understandable to the Participant than a written
document, and under such medium, at the time the notice, policy and/or procedure
is provided, the Employee may request and receive the notice, policy and/or
procedure on a written paper document at no charge.

     

    
      	
              8.7  

            	
              Employment
      of Agents and Counsel.

            


    

    The
Administrator may appoint actuaries, accountants, custodians, counsel, agents,
consultants, service companies and other persons deemed necessary or desirable
in the administration and operation of the Plan. Any person or company so
appointed will exercise no discretionary authority over investments or the
disposition of Trust assets, and their services and duties will be ministerial
only and will be to provide the Plan with those things required by law or by the
terms of the Plan without in any way exercising any fiduciary authority or
responsibility under the Plan. The duties of a third party Administrator will be
to safe-keep the records for all Participants and to prepare all required
actuarial services and disclosure forms under the supervision of the
Administrator and any Fiduciaries of the Plan. It is expressly stated that the
third party Administrator's services are only ministerial in nature and that
under no circumstances will such third party Administrator (a) exercise any
discretionary authority whatsoever over Plan Participants, Plan investments, or
Plan benefits; or (b) be given any authority or discretion concerning the
management and operation of the Plan that would cause them to become Fiduciaries
of the Plan.

    


    
      	
              8.8  

            	
              Compensation
      and Expenses.

            


    

    The
Administrator may receive such compensation as agreed upon between the
Sponsoring Employer and the Administrator, but any person who already receives
full-time pay from the Employer may not receive any fees from the Plan for
services to the Plan as Administrator or in any other capacity, except for
reimbursement for expenses actually and properly incurred. The Sponsoring
Employer will pay all "settlor" expenses (as described in DOL Advisory Opinion
2001-01-A) incurred by the Administrator, the Committee or any party appointed
under Section 8.7 in the performance of their duties. The Sponsoring Employer
may, but is not required to pay, all "non-settlor" expenses incurred by the
Administrator, the Committee, or any party appointed under Section 8.7 in the
performance of their duties. Any "non-settlor" expenses incurred by the
Administrator, the Committee or any party appointed under Section 8.7 that the
Sponsoring Employer elects not to pay will be reimbursed from Trust Fund assets.
Any expenses paid from the Trust Fund will be charged to each Adopting Employer
in the ratio that each Adopting Employer's Participants' Accounts bears to the
total of all the Participants' Accounts maintained by this Plan, or in any other
reasonable method elected by the Administrator.

    


    
      	
              8.9  

            	
              Claims
      Procedures.

            


    

    
    

    The
claims procedure required under §503 of ERISA and the regulations thereunder is
set forth in a written policy established by the Administrator. Such policy will
be the sole and exclusive remedy for an Employee, Participant or Beneficiary
("Claimant") to make a claim for benefits under the Plan.

     

    
      	
              8.10  

            	
              Qualified
      Domestic Relations Orders.

            


    

    A
Qualified Domestic Relations Order, or QDRO, is a signed domestic relations
order issued by a State or a Commonwealth court which creates, recognizes or
assigns to an alternate payee(s) the right to receive all or part of a
Participant's Plan benefit. An alternate payee is a Spouse, former Spouse,
child, or other dependent of a Participant who is treated as a Beneficiary under
the Plan as a result of the QDRO. The Administrator will determine if a domestic
relations order received by the Plan is a Qualified Domestic Relations Order
based on an administrative policy regarding Qualified Domestic Relations Orders
that is promulgated under Section 8.6 by the Administrator.

    


    
      	
              8.11  

            	
              Appointment
      of Investment Manager.

            


    

    The
Administrator, with the consent of the Employer, may appoint an Investment
Manager to manage and control the investment of all or any portion of the Trust.
Each Investment Manager will be a person (other than the Trustee) who (a) has
the power to manage, acquire, or dispose of Plan assets, (b) is an investment
adviser, a bank, or an insurance company as described in ERISA §3(38)(B), and
(c) acknowledges fiduciary responsibility to the Plan in writing. The
Administrator will enter into an agreement with the Investment Manager
specifying the duties and compensation of the Investment Manager and specifying
any other terms and conditions under which the Investment will be retained. The
Trustee is not liable for any act or omission of an Investment Manager and is
not liable for following an Investment Manager's advice with respect to duties
delegated by the Administrator to the Investment Manager. The Administrator can
determine the portion of the Plan's assets to be invested by a designated
Investment Manager and can establish investment objectives and guidelines for
the Investment Manager to follow.

    


    
      
        
           


        

        
          - 45
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                                              Article
9                      

    Trustee Provisions

    


    
      	
              9.1  

            	
              Appointment,
      Resignation, Removal and
Succession.

            


    

    This Plan
will have one or more individual Trustees, a corporate Trustee, or any
combination thereof, appointed as follows:

    


    
      	
              (a)  

            	
              Appointment.
      Each Trustee will be appointed and will serve until a successor has been
      named or until such Trustee's resignation, death, incapacity, or removal,
      in which event the Sponsoring Employer will name a successor Trustee. The
      term Trustee will include the original and any successor
      Trustees.

            


    

    


    
      	
              (b)  

            	
              Resignation.
      A Trustee may resign at any time by giving written notice to the
      Sponsoring Employer, unless such notice is waived by the Sponsoring
      Employer. The Sponsoring Employer may remove a Trustee at any time by
      giving such Trustee written notice. Such removal may be with or without
      cause. Unless waived in writing by the Sponsor, if any Trustee who is an
      Employee or an elected or appointed official resigns or terminates
      employment with the Sponsoring Employer or an Adopting Employer, such
      termination will constitute an immediate resignation as a Trustee of the
      Plan.

            


    

    


    
      	
              (c)  

            	
              Successor
      Trustee. Each successor Trustee will succeed to the title to the
      Trust by accepting the appointment in writing and by filing such
      acceptance with the former Trustee and the Sponsoring Employer. The former
      Trustee, upon receipt of such acceptance, will execute all documents and
      perform all acts necessary to vest the Trust Fund's title of record in any
      successor Trustee. No successor Trustee will be personally liable for any
      act or failure to act of any predecessor
  Trustee.

            


    

    


    
      	
              (d)  

            	
              Merger.
      If a corporate Trustee, before or after qualification, changes its name,
      consolidates or merges with another corporation, or otherwise reorganizes,
      any resulting corporation which succeeds to the fiduciary business of such
      Trustee will become a Trustee hereunder in lieu of such corporate
      Trustee.

            


    

    


    
      	
              9.2  

            	
              Investment
      Alternatives of the Trustee.

            


    

    The
Trustee will implement an investment program designed to invest primarily in
Company Stock and to accomplish the Employer's other investment objectives. In
addition to powers given by law, the Trustee is expressly permitted to do the
following:

    


    
      	
              (a)  

            	
              Property.
      The Trustee may invest in any form of property, including common and
      preferred stocks, exchange covered call options, bonds, money market
      instruments, mutual funds, savings accounts, certificates of deposit,
      Treasury bills, insurance policies and contracts, or in any other
      property, real or personal, foreign or domestic, having a ready market
      including securities issued by an institutional Trustee and/or affiliate
      of such Trustee. An institutional Trustee may invest in its own deposits
      that bear a reasonable interest rate. The Trustee may retain, manage,
      operate, repair, improve and mortgage or lease for any period on such
      terms as it deems proper any real estate or personal property held by the
      Trustee, and may demolish any building or other improvements in whole or
      part. The Trustee may erect buildings or other improvements, make leases
      that extend beyond the term of this Trust, and foreclose, extend, renew,
      assign, release or partially release and discharge mortgages or other
      liens.

            


    

    


    
      	
              (b)  

            	
              Cash
      Reserves. The Trustee may retain in cash as much of the Trust Fund
      as the Trustee may deem advisable to satisfy the liquidity needs of the
      Plan and to deposit any cash held in the Trust Fund in a bank account
      without liability for the highest rate of interest available. If a bank is
      acting as Trustee, such Trustee is specifically given authority to invest
      in deposits of such Trustee. The Trustee may also hold cash un-invested at
      any time and from time to time and in such amount or to such extent as the
      Trustee deems prudent, and the Trustee will not be liable for any losses
      which may be incurred as the result of the failure to invest same, except
      to the extent that may otherwise be provided
  herein.

            


    

    


    
      	
              (c)  

            	
              Other
      Investments. The Trustee may accept and retain for such time as the
      Trustee deems advisable any securities or other property received or
      acquired as Trustee, whether or not such securities or property would
      normally be purchased as investments
hereunder.

            


    

     

     

    
      
        
        

      

      
        - 46
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              (d)  

            	
              Registration
      of Securities. The Trustee may cause any property of the Trust to
      be issued, held, or registered in its own name or in the name of a
      nominee, provided, however, that the nominee is (a) a bank or trust
      company that is subject to supervision by the United States or a State, or
      a nominee of such bank or trust company; (b) a broker or dealer registered
      under the Securities Exchange Act of 1934, or a nominee or such broker or
      dealer; or (c) a clearing agency as defined in section 3(a)(23) of the
      Securities Exchange Act of 1934, or its nominee. The Trustee may also hold
      any investments in bearer form if the Trustee at all times shows such
      investments as part of the Trust.

            


    

    


    
      	
              (e)  

            	
              Pooled
      Funds. The Trustee may transfer any assets of the Trust Fund to a
      collective trust established to permit the pooling of funds of separate
      pension and profit-sharing trusts or to any other common, collective, or
      commingled trust fund which has been or may hereafter be established and
      maintained by the Trustee and/or affiliates of an institutional Trustee.
      Such commingling of assets of the Fund with assets of other qualified
      trusts is specifically authorized, and to the extent of the investment of
      the Trust Fund in such a group or collective trust, the terms of the
      instrument establishing the group or collective trust will be a part
      hereof as though set forth herein.

            


    

    


    
      	
              (f)  

            	
              Reorganizations.
      The Trustee may join in or oppose the reorganization, recapitalization,
      consolidation, sale or merger of corporations or properties, upon such
      terms as the Trustee deems wise.

            


    

    


    
      	
              (g)  

            	
              Proxies.
      The Trustee may vote proxies and if appropriate pass them on to any
      investment manager which may have directed the investment in the equity
      giving rise to the proxy.

            


    

    


    
      	
              (h)  

            	
              Ownership.
      The Trustee may exercise all ownership rights with respect to any assets
      held in the Trust.

            


    

    


    
      	
              (i)  

            	
              Loans
      to the Trust. The Trustee may borrow or raise money for purposes of
      the Plan in such amounts, and upon such terms and conditions, as the
      Trustee deems advisable; and for any sum so borrowed, the Trustee may
      issue a promissory note as Trustee, and secure repayment of the loan by
      pledging all, or any part, of the Trust Fund as collateral. No person
      lending money to the Trustee will be bound to see to the application of
      the money lent or to inquire into the validity or propriety of any
      borrowing.

            


    

    


    
      	
              (j)  

            	
              Agreements
      With Banks. The Trustee may with the consent of the Sponsoring
      Employer and upon such terms as they in their discretion deem necessary,
      enter into an agreement with a bank or trust company providing for (a) the
      deposit of all or part of the funds and property of the Trust with such
      bank or trust company, (b) the appointment of such bank or trust company
      as the agent or custodian of the Trustees for investment purposes, with
      such discretion in investing and reinvesting the funds of the Trust as the
      Trustees deem it necessary or desirable to
  delegate.

            


    

    


    
      	
              (k)  

            	
              Litigation.
      The Trustee may begin, maintain, or defend any litigation necessary in
      connection with the administration of the Plan, except that the Trustee
      will not be obliged or required to do so unless indemnified to its
      satisfaction.

            


    

    


    
      	
              (l)  

            	
              Claims,
      Debts and Damages. The Trustee may settle, compromise, or submit to
      arbitration any claims, debts, or damages due or owing to or from the
      Plan.

            


    

    


    
      	
              (m)  

            	
              Margin
      Accounts, Options and Commodities. The Trustee may borrow on
      margin, buy options, write covered options, options spreads/straddles, and
      engage in future/commodities
trading.

            


    

    


    
      	
              (n)  

            	
              Miscellaneous.
      The Trustee may do all such acts and exercise all such rights, although
      not specifically mentioned herein, as the Trustee deems necessary to carry
      out the purposes of the Plan. The Trustee will not be restricted to
      securities or other property of the character expressly authorized by
      applicable law for trust investments, subject to the requirement that the
      Trustee discharge his duties with the care, skill, prudence, and
      diligence, under the circumstances then prevailing, that a prudent man
      acting in a like capacity and familiar with such matters would use in the
      conduct of an enterprise of similar character and with similar aims by
      diversifying the investments to minimize the risks of large losses unless
      under the circumstances it is clearly prudent not to do
  so.

            


    

     

     

    
      
        
        

      

      
        - 47
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              9.3  

            	
              Valuation
      of the Trust.

            


    

    On each
Valuation Date, the Trustee will determine the net worth of the Trust Fund. The
fair market value of securities listed on a registered stock exchange will be
the prices at which they were last traded on such exchange preceding the close
of business on the Valuation Date. If the securities were not traded on the
Valuation Date, or if the exchange on which they are traded was not open for
business on the Valuation Date, the securities will be valued at the prices at
which they were last traded prior to the Valuation Date. An unlisted security
will be valued at its bid price next preceding the close of business on the
Valuation Date, which bid price will be obtained from a registered broker or an
investment banker. To determine the fair market value of Company Stock for which
trading or bid prices cannot be obtained, the Trustee must use an independent
appraiser who meets the requirements of regulations prescribed under Code
§170(a)(1). To determine the fair market value of assets other than securities
for which trading or bid prices can be obtained, the Trustee may use any
reasonable method to determine the value of such assets, or may elect to employ
one or more appraisers for that purpose and rely on the values established by
such appraiser or appraisers.

    


    
      	
              9.4  

            	
              Compensation
      and Expenses.

            


    

    The
Trustee will be reimbursed for all of its expenses, either from the Trust Fund
or the Sponsoring Employer, and will be paid reasonable compensation as agreed
upon from time to time with the Sponsoring Employer; but no person who receives
full-time pay from the Employer will receive any fees for services to the Plan
as Trustee or in any other capacity, except for reimbursement of expenses
properly and actually incurred. Any expenses paid from the Trust will be charged
to each Adopting Employer in the ratio that each Adopting Employer's
Participants' Accounts bears to the total of all the Participants' Accounts
maintained by this Plan, or in any other reasonable method elected by the
Administrator.

    


    
      	
              9.5  

            	
              Payments
      From the Trust Fund.

            


    

    The
Trustee will pay Plan benefits and other payments as the Administrator directs,
and the Trustee will not be responsible for the propriety of such payments. Any
payment made to a Participant, or a Participant's legal representative or
Beneficiary in accordance with the terms of the Plan will, to the extent of such
payment, be in full satisfaction of all claims arising against the Trust, the
Trustee, the Employer, and the Plan Administrator. Any payment or distribution
made from the Trust is contingent on the recipient executing a receipt and
release acceptable to the Trustee, Administrator, or Employer.

    


    
      	
              9.6  

            	
              Payment
      of Taxes.

            


    

    The
Trustee will pay all taxes of the Trust Fund, including property, income,
transfer and other taxes which may be levied or assessed upon or in respect of
the Trust Fund or any money, property or securities forming a part of the Trust
Fund. The Trustee may withhold from distributions to any payee such sum as the
Trustee may reasonably estimate as necessary to cover federal and state taxes
for which the Trustee may be liable, which are, or may be, assessed with regard
to the amount distributable to such payee. Prior to making any payment, the
Trustee may require such releases or other documents from any lawful taxing
authority and may require such indemnity from a payee or distributee as the
Trustee deems necessary.

    


    
      	
              9.7  

            	
              Accounts,
      Records and Reports.

            


    

    The
Trustee will keep accurate records reflecting its administration of the Trust
and will make them available to the Administrator for review and audit. At the
request of the Administrator, the Trustee will, within 90 days of such request,
file with the Administrator an accounting of its administration during such
period or periods as the Administrator determines. The Administrator will review
the accounting and notify the Trustee within 90 days if the report is
disapproved, providing the Trustee with a written description of the items in
question. The Trustees will have 60 days to provide the Administrator with a
written explanation of the items in question. If the Administrator again
disapproves of the report, the Trustee will file its accounting in a court of
competent jurisdiction for audit and adjudication.

    


    
      	
              9.8  

            	
              Employment
      of Agents and Counsel.

            


    

    The
Trustee may employ such agents, counsel, consultants, or service companies as it
deems necessary and may pay their reasonable expenses and compensation. The
Trustee will not be liable for any action taken or omitted by the Trustee in
good faith pursuant to the advice of such agents and counsel. Any agent,
counsel, consultant, service company and/or its successors will exercise no
discretionary authority over investments or the disposition of Trust assets, and
their services and duties will be ministerial only and will be to provide the
Plan with those things required by law or by the terms of the Plan without in
any way exercising any fiduciary authority or responsibility under the
Plan.

     

    
      
        
        

      

      
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              9.9  

            	
              Division
      of Duties and Indemnification.

            


    

    The
division of duties and the indemnification of the Trustees of this Plan will be
governed by the following provisions:

    


    
      	
              (a)  

            	
              No
      Guarantee Against Loss. The Trustees will have the authority and
      discretion to manage and control the Trust Fund to the extent provided in
      this instrument, but they do not guarantee the Trust Fund in any manner
      against investment loss or depreciation in asset value, or guarantee the
      adequacy of the Fund to meet and discharge all or any liabilities of the
      Plan. Furthermore, the Trustees will not be liable for the making,
      retention or sale of any investment or reinvestment made by it, as herein
      provided, or for any loss to or diminution of the Trust Fund, or for any
      other loss or damage which may result from the discharge of its duties
      hereunder, except to the extent it is judicially determined that the
      Trustees have failed to exercise the care, skill, prudence and diligence
      under the circumstances then prevailing that a prudent person acting in a
      like capacity and familiar with such matters would use in the conduct of
      an enterprise of a like character and like
aims.

            


    

    


    
      	
              (b)  

            	
              Representations
      of the Sponsoring Employer. The Sponsoring Employer warrants that
      all directions issued to the Trustees by it or the Plan Administrator will
      be in accordance with the terms of the
Plan.

            


    

    


    
      	
              (c)  

            	
              Directions
      by Others. The Trustees are not answerable for an action taken
      pursuant to any direction, consent, certificate, or other paper or
      document on the belief that the same is genuine and signed by the proper
      person. All directions by the Sponsoring Employer, a Participant or
      Administrator must be in writing. The Administrator will deliver to the
      Trustee (1) certificates evidencing the individual or individuals
      authorized to act as the Administrator and (2) specimens of their
      signatures.

            


    

    


    
      	
              (d)  

            	
              Duties
      and Obligations Limited by the Plan. The duties and obligations of
      the Trustee are limited to those expressly imposed upon it by the Plan or
      subsequently agreed upon by the parties. Responsibility for administrative
      duties required under the Plan or applicable law not expressly imposed
      upon or agreed to by the Trustee, will rest solely with the Sponsoring
      Employer and Administrator.

            


    

    


    
      	
              (e)  

            	
              Indemnification
      of the Trustees. The Trustees will be indemnified and saved
      harmless from and against any and all liability to which the Trustees may
      be subjected, including all expenses reasonably incurred in its defense,
      for any action or failure to act resulting from compliance with the
      instructions of the Sponsoring Employer, the employees or agents of the
      Sponsoring Employer, the Plan Administrator, or any other fiduciary to the
      Plan, and for any liability arising from the actions or non-actions of any
      predecessor Trustees or other fiduciary of the
  Plan.

            


    

    


    
      	
              (f)  

            	
              Trustees
      Not Responsible for Application of Payments. The Trustees will not
      be responsible in any way for the application of any payments it is
      directed to make or for the adequacy of the Fund to meet and discharge any
      and all liabilities under the Plan.

            


    

    


    
      	
              (g)  

            	
              Multiple
      Trustees. If more than one Trustee is appointed, any single Trustee
      may act independently in undertaking any act and/or transaction on behalf
      of the Trustees, including signing documents or checks, unless the
      Sponsoring Employer requires that all acts and/or transactions taken on
      behalf of the Trust, including signing documents or checks, must have the
      consent of a majority of the Trustees. The Sponsoring Employer may from
      time to time also place other restrictions on the
  Trustees.

            


    

    


    
      	
              (h)  

            	
              Trustees
      as Participants or Beneficiaries. Trustees will not be prevented
      from receiving any benefits to which they may be entitled as Participants
      or Beneficiaries as long as the benefits are computed and paid on a basis
      consistent with the terms of the Plan as applied to other Participants and
      Beneficiaries.

            


    

    


    
      	
              (i)  

            	
              Limitation
      of Liability. No Trustee will be liable for the act of any other
      Trustee or fiduciary unless the Trustee has knowledge of such
      act.

            


    

     

     

    
      
        
        

      

      
        - 49
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (j)  

            	
              No
      Self-Dealing. The Trustees will not (1) deal with the assets of the
      Trust in their own interest or for their own account; (2) in their
      individual or in any other capacity, act in any transaction involving the
      Trust on behalf of a party (or represent a party) whose interests are
      adverse to the interests of the Plan, or its Participants or
      Beneficiaries; or (3) receive any consideration for their own personal
      accounts from any party dealing with the Plan in connection with a
      transaction involving assets of the
Trust.

            


    

    


    
      	
              9.10  

            	
              Investment
      Manager.

            


    

    The
Trustee is not liable for acts or omissions of an Investment Manager appointed
by the Administrator under Section 8.11, and the Trustee is not liable for
following the advice of an Investment Manager with respect to any duties
delegated by the Administrator to the Investment Manager.

    


    
      	
              9.11  

            	
              Exclusive
      Benefit Rule.

            


    

    All
contributions made by the Employer to the Trust Fund will be used for the
exclusive benefit of the Participants and their Beneficiaries and will not be
used for nor diverted to any other purpose except the payment of the costs of
maintaining the Plan.

    


    
      	
              9.12  

            	
              Voting
      Company Stock.

            


    

    The
Trustee will vote all Company Stock held by it at such time and in such manner
as the Trustee decides, subject to the following provisions:

    


    
      	
              (a)  

            	
              Company
      Stock Pledged As Security. If any agreement entered into by the
      Trustee provides for voting of any Company Stock pledged as security for
      any obligation of the Plan, such Company Stock will be voted in accordance
      with such agreement.

            


    

    


    
      	
              (b)  

            	
              Registration-Type
      Stock. Notwithstanding paragraph (a), each Participant may direct
      the Trustee as to the manner in which Company Stock allocated to his or
      her Company Stock Account is to be voted provided such Company Stock is a
      registration-type class of security (as defined in section 12 of the
      Securities Exchange Act of 1934).

            


    

    


    
      	
              (c)  

            	
              Non-Registration-Type
      Stock. With respect to Company Stock that is not a
      registration-type class of security, each Participant may direct the
      Trustee as to the manner in which Company Stock which is allocated to his
      or her Company Stock Account is to be voted on any corporate matter which
      involves the voting of such stock with respect to the approval or
      disapproval of any corporate merger or consolidation, recapitalization,
      reclassification, liquidation, dissolution, sale of substantially all
      assets of a trade or business, or such similar transaction as may be
      prescribed in Treasury regulations.

            


    

    


    
      	
              (d)  

            	
              Failure
      of Participant to Give Directions. If a Participant has the right
      to direct the Trustee as to the manner in which Company Stock allocated to
      his Company Stock Account is to be voted and such Participant fails or
      refuses to give the Trustee timely instructions (or such instructions are
      invalidated for any reason) as to how to vote any Company Stock as to
      which the Trustee otherwise has the right to vote, the Trustee may not
      exercise its power to vote such Company
Stock.

            


    

    


    
      	
              9.13  

            	
              Application
      of Cash.

            


    

    Employer
contributions made to the Plan in cash and other cash received by the Trustee
will first be applied to pay Current Obligations.

    


    
      	
              9.14  

            	
              Restrictions
      on Company Stock Transactions.

            


    

    The Plan
may not obligate itself to acquire Company Stock from a particular holder
thereof at an indefinite time determined upon the happening of an event such as
the death of the holder. Furthermore, the Plan may not obligate itself to
acquire Company Stock under a put option binding upon the Plan. However,
the Plan may be given an option to assume, at the time a put option is
exercised, the rights and obligations of the Employer under a put option binding
upon the Employer. In addition, all purchases of Company Stock will be made at a
price which, in the judgment of the Administrator, does not exceed the fair
market value thereof. All sales of Company Stock will be made at a price which,
in the judgment of the Admin­istrator, is not less than the fair market
value thereof.

    


    
      	
              9.15  

            	
              Exempt
      Loans.

            


    

    All loans
to the Plan made or guaranteed by a disqualified person must satisfy all
requirements applicable to Exempt Loans set forth in regulation §54.4975-7(b)(4)
to §54.4975-7(b)(7),  regulation §54.4975-7(b)(13), and Department of
Labor regulation §2550.408b-3, and all provisions of those regulations
applicable to Company Stock purchased with the proceeds of an Exempt Loan or
which is used as collateral for an Exempt Loan must be complied with, including,
but not limited to, the following provisions:

     

     

    
      
        
        

      

      
        - 50
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              Definition
      of "Disqualified Person." For purposes of this Section, a
      "disqualified person" is any person who is a disqualified person or party
      in interest under ERISA.

            


    

    


    
      	
              (b)  

            	
              Types
      of Loans and Guarantees. A loan for purposes of this Section
      includes a direct loan of cash, a purchase-money transaction, or an
      assumption of the obligation of the Trust. A guarantee for purposes of
      this Section includes an unsecured guarantee and the use of assets of a
      disqualified person as collateral for a loan, even though the use of
      assets may not be a guarantee under applicable state
  law.

            


    

    


    
      	
              (c)  

            	
              Interest
      Rate. An Exempt Loan must provide for a reasonable rate of
      interest. However, the interest rate and the price of the Company Stock
      purchased with the proceeds of an Exempt Loan must not be such that Plan
      assets can be drained off.

            


    

    


    
      	
              (d)  

            	
              Loan
      Must Primarily Benefit Participants and Beneficiaries. An Exempt
      Loan must primarily be for the benefit of Plan Participants and their
      Beneficiaries.

            


    

    


    
      	
              (e)  

            	
              Use
      of Proceeds. The proceeds of an Exempt Loan must be used within a
      reasonable time to acquire Company Stock, to repay the Exempt Loan, or to
      repay prior Exempt Loans. The proceeds of a new loan used to repay a prior
      Exempt Loan must also satisfy the other requirements of this
      Section.

            


    

    


    
      	
              (f)  

            	
              Put
      Option. No Company Stock acquired with the proceeds of an Exempt
      Loan may be subject to a put, call or other option, or a buy-sell or other
      arrangement while held by, or when distributed, from the Plan, whether or
      not the Plan has continued to operate as an employee stock ownership
      plan.

            


    

    


    
      	
              (g)  

            	
              Liability
      of Plan to Loan Payee. No person who is entitled to payment under
      an Exempt Loan will have any right to (1) the assets of the Plan, other
      than to the collateral given for the Exempt Loan; (2) any contributions,
      other than contributions of Company Stock, made to the Plan to repay the
      Exempt Loan; and (3) earnings attributable to such collateral and the
      investment of such contributions.

            


    

    


    
      	
              (h)  

            	
              Maximum
      Annual Repayment. Payments made during the Plan Year with respect
      to an Exempt Loan cannot exceed an amount equal to the sum of the
      contributions and earnings received during or prior to the Plan Year, less
      such payments made in prior Plan Years. In addition, such contributions
      and earnings must be accounted for separately until such time as the
      Exempt Loan is repaid in full.

            


    

    


    
      	
              (i)  

            	
              Default.
      In the event of a default on an Exempt Loan, the value of Plan assets
      transferred in satisfaction of the loan cannot exceed the amount of
      default. If a lender is a "disqualified person," an Exempt Loan must
      provide for a transfer of Plan assets upon default only upon and to the
      extent of the failure of the Plan to meet the payment schedule of the
      loan. For purposes hereof, the making of a guarantee does not make a
      person a lender.

            


    

    


    
      	
              9.16  

            	
              Diversification
      Rights of Qualified Participants.

            


    

    Notwithstanding
any provision in the Plan to the contrary, a Qualified Participant will be
permitted to direct the Trustee as to the investment of amounts credited to his
or her Company Stock Account in accordance with the following
provisions:

    


    
      	
              (a)  

            	
              Definitions.
      For purposes of this Section, the term Qualified Election Period means the
      six-Plan Year period beginning with the Plan Year in which the Participant
      first becomes a Qualified Participant (or the first Plan Year beginning
      after December 31, 1986); and the term Qualified Participant means a
      Participant who has attained Age 55 and who has been a Participant in the
      Plan for at least ten years.

            


    

    


    
      	
              (b)  

            	
              Method
      of Direction. The Participant's direction will be provided to the
      Administrator in writing, and will be effective no later than 180 days
      after the close of the Plan Year to which the direction
      applies.

            


    

    


    
      	
              (c)  

            	
              Determining
      the Amount Subject to Diversification. A Qualified Participant may
      elect within 90 days after the close of each Plan Year in the Qualified
      Election Period to direct the Trustee as to the investment of 25% of the
      balance in his or her Company Stock Account attributable to Company Stock
      

            


    

     

     

    
      
        
        

      

      
        - 51
-

        
          

        

      

      
        
        

      

    

     

    acquired
by the Plan after December 31, 1986 (to the extent such portion exceeds the
amount to which a prior election under this paragraph applies). Within 90 days
after the close of the last Plan Year in a Participant's Qualified Election
Period, a Qualified Participant may direct the investment of 50% of the balance
in his or her Company Stock Account attributable to Company Stock acquired by
the Plan after December 31, 1986 (to the extent such portion exceeds the amount
to which a prior election under this paragraph applies). The portion of a
Participant's Company Stock Account which is attributable to Company Stock
acquired by the Plan after December 31, 1986 will be determined by multiplying
the number of shares of such stock held in the Participant's Account by a
fraction, the numerator of which is the number of such shares acquired after
December 31, 1986 and allocated to Participants' Company Stock Accounts (not to
exceed the number of shares held by the Plan on the date of distribution) and
the denominator of which is the total number of such shares of Company Stock
held by the Plan on the date the individual becomes a Qualified Participant.
Company Stock not readily tradable must be valued by an independent appraiser
before diversification. Any such independent appraiser must meet the
requirements prescribed under Code §170(a)(1).

     

    
      	
              (d)  

            	
              Exception
      For Small Accounts. Notwithstanding paragraph (b), if the fair
      market value of a Qualified Participant's Company Stock Account is $500 or
      less on the Valuation Date immediately preceding the first day the
      Qualified Election Period, then such Company Stock Account will not be
      subject to the diversification rights under this Section. In determining
      if the fair market value exceeds $500, Company Stock held in all employee
      stock ownership plans and tax credit employee stock ownership plans
      maintained by the Employer or any Affiliated Employer will be considered
      as held by the Plan.

            


    

    


    
      	
              (e)  

            	
              Investment
      Options. Subject to a written policy adopted the Administrator, the
      portion of a Qualified Participant's Company Stock Account covered by the
      diversification election in this Section will either (1) be distributed to
      the Qualified Participant within 90 days after the last day of the period
      in which the election can be made, but the entire such distribution, if it
      is in excess of $5,000, will be subject to the consent requirements under
      Section 5.8; (2) be transferred no later than
      90 days after the last day of the period in which the election can be made
      to another qualified defined contribution plan of the Employer that
      accepts such transfers, provided such plan permits Employee-directed
      investments in at least three distinct investment options and does not
      invest in Company Stock to a substantial degree; or (3) be invested, at
      the election of the Qualified Participant, in one or more alternative
      investments, provided that if the Administrator elects to offer this
      option as part of the written policy adopted hereunder, the Plan must
      provide at least three distinct investment
  options.

            


    

    


    
      	
              9.17  

            	
              Superseding
      Trust or Custodial Agreement.

            


    

    If any
Trust assets are invested in a separate trust or custodial account maintained by
a Trustee or custodian, the provisions of the separate trust or custodial
agreement will supersede all provisions of this Article with respect such assets
except, in the absence of a specific provision in such separate trust or
custodial agreement regarding the valuation of securities held by the Trust,
Section 9.3. If such separate trust or custodial
account should for any reason fail, be found invalid or terminate prior to the
termination of this Plan and the distribution of all the assets hereof, this
Article 10 will be deemed to have again become effective immediately prior to
such failure, invalidity or termination.

    


    


    


    
      
        
           


        

        
          - 52
-

          
            

          

        

        
           


        

      

    

    


                                            
Article
10                      

    Adopting Employer
Provisions

    


    
      	
              10.1  

            	
              Plan
      Contributions.

            


    

    Unless
otherwise agreed to by the parties, or unless otherwise required by law, no
Employer will have any obligation to make contributions to this Plan for or on
behalf of the Employees of any other Employer. If an Employee is employed by
more than one Employer, any contributions made on his or her behalf will be
prorated between those Employers on the basis of Compensation received from each
Employer. If any Employer is unable to make a contribution for any Plan Year,
any Employer which is an Affiliated Employer of such Employer may make an
additional contribution to the Plan on behalf of any Employee of the
non-contributing Employer.

    


    
      	
              10.2  

            	
              Plan
      Amendments.

            


    

    Any
amendment to this Plan that is adopted by the Sponsoring Employer, at any time,
will be deemed to be accepted by any Adopting Employer.

    


    
      	
              10.3  

            	
              Plan
      Expenses.

            


    

    Any expenses paid from the Trust will
be charged to each Adopting Employer in the ratio that each Adopting Employer's
Participants' Accounts bears to the total of all the Participants' Accounts
maintained by this Plan, or in any other reasonable method elected by the
Administrator.

    


    
      	
              10.4  

            	
              Employee
      Transfers.

            


    

    An
Employee's transfer to or from an Employer or Adopting Employer will not affect
his or her Participant's Account balance and total Years of Service or Periods
of Service.

    


    
      	
              10.5  

            	
              Multiple
      Employer Provisions Under Code
§413(c).

            


    

    Notwithstanding
any other provision in the Plan, unless the Plan is a collectively bargained
plan under Regulation §1.413-1(a), the following provisions apply to any
Adopting Employer that is not also an Affiliated Employer:

    


    
      	
              (a)  

            	
              Instances
      of Separate Employer Testing. Employees of any such Adopting
      Employer will be treated separately for testing under Code §401(a)(4),
      §401(k), §401(m) and, if the Sponsoring Employer and the Adopting Employer
      do not share Employees, Code §416. Furthermore, the terms of Code §410(b)
      will be applied separately on an employer-by-employer basis by the
      Sponsoring Employer(and the Adopting Employers which are part of the
      Affiliated Group which includes the Sponsoring Employer) and each Adopting
      Employer that is not an Affiliated Employer of the Sponsoring Employer,
      taking into account the generally applicable rules described in Code
      §401(a)(5), §414(b) and §414(c).

            


    

    


    
      	
              (b)  

            	
              Instances
      of Single Employer Testing. Employees of the Adopting Employer will
      be treated as part of a single Employer plan for purposes of eligibility
      to participate under Article 2 and under the provisions of Code §410(a).
      Furthermore, the terms of Code §411 relating to Vesting will be applied as
      if all Employees of all such Adopting Employers and the Sponsoring
      Employer were employed by a single Employer, except that the rules
      regarding Breaks in Service will be applied under such Regulations as may
      be prescribed by the Secretary of
Labor.

            


    

    


    
      	
              (c)  

            	
              Common
      Trust. Contributions made by any such Adopting Employer will be
      held in a common Trust Fund with contributions made by the Sponsoring
      Employer, and all such contributions will be available to pay the benefits
      of any Participant (or Beneficiary thereof) who is an Employee of the
      Sponsoring Employer or any such Adopting
  Employer.

            


    

    


    
      	
              (d)  

            	
              Common
      Disqualification Provision. The failure of either the Sponsoring
      Employer or any such Adopting Employer to satisfy the qualification
      requirements under the provisions of Code §401(a), as modified by the
      provisions of Code §413(c), will result in the disqualification of the
      Plan for all such Employers maintaining the
  Plan.

            


    

    


    
      	
              10.6  

            	
              Termination
      of Adoption.

            


    

    An
Adopting Employer may terminate participation in the Plan by delivering written
notice to the Sponsoring Employer, to the Administrator and to the Trustee (but
in accordance with Article 11, only the Sponsoring Employer can terminate the
Plan). Upon any such termination of adoption by an Adopting Employer, the
Adopting Employer may request a transfer of Trust Fund assets attributable to
its Employees from this Plan to any successor qualified retirement plan
maintained by the Adopting Employer or its successor. If such request is not
made, or if the Administrator refuses to make the transfer because in its


     

     

    
      
        
        

      

      
        - 53
-

        
          

        

      

      
        
        

      

    

     

    considered
opinion such transfer would operate to the detriment of any Participant,
jeopardize the continued qualification of the Plan, or not comply with any
requirements of the Internal Revenue Service, Participants who are no longer
Employees because an Adopting Employer terminates its Plan participation will
only be entitled to the commencement of their benefits in accordance with
Section 10.7 below.

     

    
      	
              10.7  

            	
              Payment
      of Benefits Upon Termination of
Adoption.

            


    

    If Plan
assets attributable to a terminated Adopting Employer are not transferred to
another qualified retirement plan for any of the reasons described in Section
10.6, Participants who are no longer Employees because of such termination of
adoption will only be entitled to the commencement of their benefits as follows:
(1) in the case of Participants who are no longer Employees and the terminated
Adopting Employer is an Affiliated Employer of the Sponsoring Employer, in
accordance with Article 5 after their retirement, death, Disability or other
termination of employment from the Adopting Employer or former Adopting
Employer; and (2) in the case of Participants who are no longer Employees and
the terminated Adopting Employer is not an Affiliated Employer of the Sponsoring
Employer, within a reasonable time thereafter as if the Plan had been terminated
under Section 11.2.

    


    


    
      
        
           


        

        
          - 54
-

          
            

          

        

        
           


        

      

    

    


                                      
Article
11                      

    Amendment, Termination, Merger and
Transfers

    


    
      	
              11.1  

            	
              Plan
      Amendment.

            


    

    The Plan
can be amended at any time in accordance with the following
provisions:

    


    
      	
              (a)  

            	
              Manner
      of Amendment. Any amendments can be made by either (1) substituting
      pages with the new elections (or new addendum) and executing an "Amendment
      By Page Substitution" and attaching it as part of the Plan; (2) by
      executing an "Amendment By Section Replication" in which the section or
      sections (or addendum or addendums) to be changed are reproduced with the
      new elections indicated, and attaching it as part of the Plan; or (3) by
      executing a properly worded corporate resolution and attaching it as part
      of the Plan.

            


    

    


    
      	
              (b)  

            	
              General
      Requirements. An amendment must be in writing. However, no
      amendment or modification (1) can increase the responsibilities of the
      Trustee or Administrator without their written consent; (2) can deprive
      any Participant or Beneficiary of the benefits to which he is entitled
      from the Plan; (3) can result in a decrease in the amount of any
      Participant's Account except as may be permitted under the terms of Code
      §412(c)(8) if applicable; or (4) can, except as otherwise provided, permit
      any part of the Trust Fund (other than as required to pay taxes and
      administration expenses) to be used for or diverted to purposes other than
      the exclusive benefit of the Participants or their Beneficiaries, or cause
      or permit any portion of the Trust Fund to revert to or become the
      property of the Employer. In addition, unless the provisions of paragraph
      (c) below are satisfied, no amendment to the Plan will have the effect of
      eliminating or restricting the ability of a Participant or other payee to
      receive payment of his or her Account balance or benefit entitlement under
      a particular optional form of benefit provided under the Plan. Any
      amendment to the Plan by the Sponsoring Employer under this Section also
      applies to any Affiliated Employer that participates under the Plan as an
      Adopting Employer. The Sponsoring Employer's amendment of the Plan from
      one type of defined contribution plan (e.g., a money purchase plan) into
      another type of defined contribution plan (e.g., a profit sharing plan)
      will not result in a partial termination or any other event that would
      require full vesting of some or all Plan
  Participants.

            


    

    


    
      	
              (c)  

            	
              Elimination
      of Optional Forms of Benefit. No Plan amendment will be effective
      to eliminate or restrict an optional form of benefit. However, the
      preceding sentence will not apply to a Plan amendment that eliminates or
      restricts the ability of a Participant to receive payment of the
      Participant's Account under a particular optional form of benefit
      (including annuities and installments) if the amendment provides a
      single-sum distribution form that is otherwise identical to the optional
      form of benefit being eliminated or restricted. For this purpose, a
      single-sum distribution form is otherwise identical only if the single-sum
      distribution form is identical in all respects to the eliminated or
      restricted optional form of benefit (or would be identical except that it
      provides greater rights to the Participant) except with respect to the
      timing of payments after
commencement.

            


    

    


    
      	
              (d)  

            	
              Certain
      Corrective Amendments. In order to satisfy the minimum coverage
      requirements of Code §410(b), the nondiscriminatory amount requirement of
      Regulation §1.401(a)(4)-1(b)(2) or the nondiscriminatory plan amendment
      requirement of Regulation §1.401(a)(4)-1(b)(4), a corrective amendment or
      change of the choice of options in the Plan may retroactively increase
      allocations for Employees who benefited under the Plan during the Plan
      Year being corrected, or may grant allocations to Employees who did not
      benefit under the Plan during the Plan Year being corrected. To satisfy
      the nondiscriminatory current availability requirement of Regulation
      §1.401(a)(4)-4(b) for benefits, rights or features, a corrective amendment
      or change of the choice of options in Plan may make a benefit, right or
      feature available to Employees to whom it was previously not available. A
      corrective amendment or change of the choice of options in the Plan will
      not be effective prior to the date of adoption unless it satisfies the
      applicable requirements of Regulation §1.401(a)(4)-11(g)(3)(ii) through
      (vii), including the requirement that, in order to be effective for the
      preceding Plan Year, such amendment or change of the choice of options in
      the Plan must be adopted by the 15th day of the 10th month after the close
      of the preceding Plan Year.

            


    

     

     

    
      
        
        

      

      
        - 55
-

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2  

            	
              Termination
      By Sponsoring Employer.

            


    

    The
Sponsoring Employer at any time can terminate the Plan and Trust in whole or in
part in accordance with the following provisions:

    


    
      	
              (a)  

            	
              Termination
      of Plan. The Sponsoring Employer can terminate the Plan and Trust
      by filing written notice thereof with the Administrator and Trustee and by
      completely discontinuing contributions to the Plan. Upon any such
      termination, the Trust Fund will continue to be administered until
      complete distribution has been made to the Participants and other payees,
      which distribution must occur as soon as administratively feasible after
      the termination of the Plan, and must be made in accordance with the
      provisions of Article 5 of the Plan. However, the Administrator may elect
      not to distribute the Accounts of Participants and other payees upon
      termination of the Plan but instead to transfer the entire Trust Fund
      assets and liabilities attributable to this terminated Plan to another
      qualified plan maintained by the Employer or its
  successor.

            


    

    


    
      	
              (b)  

            	
              Vesting
      Requirement Upon Plan Termination. Upon a complete discontinuance
      of contributions under the Plan, then (1) any Participant who is affected
      by such complete termination or, if applicable, such complete
      discontinuance of contributions; (2) any Participant who has not
      terminated employment with the Employer; (3) any Participant who has
      terminated employment with the Employer and has not received a complete
      distribution of the Participant's Vested Aggregate Account balance; and
      (4) any Participant who has terminated employment but has not incurred
      five consecutive Breaks in Service, will have a 100% Vested Interest in
      his or her unpaid Participant's
Account.

            


    

    


    
      	
              (c)  

            	
              Vesting
      Requirement Upon Partial Termination. Upon a partial termination of
      the Plan, only a Participant whose employment has been terminated because
      of the event which causes the partial termination but who has not incurred
      five consecutive Breaks in Service will have a 100% Vested Interest in his
      or her unpaid Participant's Account as of the date of partial
      termination.

            


    

    


    
      	
              (d)  

            	
              Discontinuance
      of Contributions. The Sponsoring Employer may at any time
      completely discontinue contributions to the Plan but continue the Plan in
      operation in all other respects, in which event the Trust will continue to
      be administered until eventual distribution of all benefits has been made
      to the Participants and other payees in accordance with Article 5 after
      their death, retirement, Disability or other termination of employment.
      Any discontinuance of contributions without a notice of termination from
      the Sponsoring Employer to the Administrator and Trustee will not
      constitute a Plan termination.

            


    

    


    
      	
              11.3  

            	
              Merger
      or Consolidation.

            


    

    This Plan
and Trust may not be merged or consolidated with, nor may any of its assets or
liabilities be transferred to, any other plan, unless the benefits payable to
each Participant if the Plan was terminated immediately after such action would
be equal to or greater than the benefits to which such Participant would have
been entitled if this Plan had been terminated immediately before such action.
If the Employer acquires another company in a "Section 410(b)(6)(c) transaction,
employees of the acquired company may be excluded from this Plan regardless of
the provisions of Section 2.1 of the Plan during the period beginning on the
date of the transaction and ending on the last day of the Plan Year beginning
after the date of the Transaction. A Section 410(b)(6)(c) transaction is an
asset or stock acquisition, merger, or similar transaction involving a change in
the employer of the employees of a business.

    


    


    


    


    


    
      
        
           


        

        
          - 56
-

          
            

          

        

        
           


        

      

    

    


                                             Article
12                      

    Miscellaneous Provisions

    


    
      	
              12.1  

            	
              No
      Contract of Employment.

            


    

    Except as
otherwise provided by law, neither the establishment of this Plan, any
modification hereto, the creation of any fund or account, nor the payment of any
benefits, will be construed as giving any Participant or other person any legal
or equitable rights against the Employer, any officer or Employee thereof, or
the Trustee, except as herein provided. Further, under no circumstances will the
terms of employment of any Participant be modified or otherwise affected by this
Plan.

    


    
      	
              12.2  

            	
              Title
      to Assets.

            


    

    No
Participant or Beneficiary will have any right to, or any interest in, any
assets of the Trust upon separation from service with the Employer, Affiliated
Employer, or Adopting Employer, except as otherwise provided by the terms of the
Plan.

    


    
      	
              12.3  

            	
              Qualified
      Military Service.

            


    

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

    


    
      	
              12.4  

            	
              Fiduciaries
      and Bonding.

            


    

    Plan
Fiduciaries will have only those powers and duties specifically given to them
under the terms of the Plan. Each fiduciary other than a bank, an insurance
company, or a fiduciary of an Employer which has no common-law employees, will
be bonded in an amount not less than 10% of the amount of funds under such
fiduciary's supervision, but the bond will not be less than $1,000 or more than
$500,000 (or any other amount as required by law). The bond will provide
protection to the Plan against any loss for acts of fraud or dishonesty by a
fiduciary acting alone or in concert with others. The cost of such bond will be
an expense of either the Employer or the Trust, at the election of the
Sponsoring Employer. Effective as of the first day of the first plan year
beginning after August 17, 2006, each fiduciary who is required to be bonded and
any entity that has not registered as a broker or a dealer under §15(b) of the
Securities Exchange Act of 1934 and that is not subject to the fidelity bond
requirements of a self-regulatory organization as defined in ERISA §412(a) as
amended by PPA will secure a bond equal to 10% of the Plan's assets under such
fiduciary's direct or indirect control (but not less than $1,000 or more than
$500,000).

    


    
      	
              12.5  

            	
              Severability
      of Provisions.

            


    

    If any
Plan provision is held invalid or unenforceable, such invalidity or
unenforceability will not affect any other provision of this Plan, and this Plan
will be construed and enforced as if such provision had not been
included.

    


    
      	
              12.6  

            	
              Interpretation
      of the Plan.

            


    

    The
following provisions apply to the interpretation of the Plan and
Trust:

    


    
      	
              (a)  

            	
              Names.
      Names that are used in this Plan should be used consistently in any
      appendixes, policies, procedures, and/or any other documents which are
      legally binding upon the Plan. However, in documents that are not
      considered to be part of this Plan, appendixes, policies or procedures
      that are not legally binding upon the Plan; and that may be are
      distributed to individuals (such as the SPDs, SMMs, notices, and election
      forms), names may use plain English
terms.

            


    

    


    
      	
              (b)  

            	
              Gender.
      Words that are used in the masculine gender may be construed as though
      they are also used in the feminine or neuter gender, where applicable (and
      vice versa).

            


    

    


    
      	
              (c)  

            	
              Number.
      Words that are used in the singular form may be construed as though
      they are also used in the plural form, where applicable (and vice
      versa).

            


    

    


    
      	
              (d)  

            	
              Headings
      and Subheadings. Headings and subheadings are inserted for
      convenience of reference. Headings and subheadings constitute no part of
      this Plan and/or Trust and are not to be considered in its construction or
      interpretation.

            


    

    


    
      	
              (e)  

            	
              Single
      Subparagraphs. This Plan may have Sections and/or paragraphs that
      contain a single subparagraph; such document construction will not
      constitute a Scrivener's error.

            


    

     

     

    
      
        
        

      

      
        - 57
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (f)  

            	
              Effective
      Dates. This Plan contains various effective dates, which include,
      but are not limited to: (1) the effective date of the Plan and, if
      applicable, the effective date of the amended and restated Plan; and (2)
      the effective dates of legally required or permitted
      provisions.

            


    

    


    
      	
              (g)  

            	
              Application
      of Law. This Plan will be construed and interpreted in accordance
      with the Code and ERISA. However, if the Plan needs to be construed and
      interpreted according to a State's or Commonwealth's laws (to the extent
      that such laws are not preempted by the provisions of the Code and ERISA),
      then this Plan will be construed and interpreted according to the laws of
      the State or Commonwealth in which the Sponsoring Employer maintains its
      principal place of business.

            


    

    


    
      	
              12.7  

            	
              Legal
      Action.

            


    

    Unless
otherwise prohibited by law, either the Sponsoring Employer or the Trust, in the
sole discretion of the Sponsoring Employer, will reimburse the Trustee and/or
the Administrator for all costs, attorneys fees and other expenses associated
with any such claim, suit or proceeding.

    


    
      	
              12.8  

            	
              Qualified
      Plan Status.

            


    

    This Plan
and Trust are intended to be a qualified retirement plan under the provisions of
Code §401(a) and §501(a).

    


    
      	
              12.9  

            	
              Mailing
      of Notices to Administrator, Employer or
  Trustee.

            


    

    Notices,
documents or forms required to be given to or filed with the Administrator,
Employer or Committee will be either hand delivered or mailed by first class
mail, postage prepaid, to the Committee or the Employer, at the Employer's
principal place of business. Any notices, documents or forms required to be
given to or filed with the Trustee will be either be hand delivered or mailed by
first class mail, postage prepaid, to the Trustee at its principal place of
business.

    


    
      	
              12.10  

            	
              Participant
      Notices and Waivers of Notices.

            


    

    Whenever
written notice is required to be given under the terms of this Plan, it will be
deemed to be given on the date such written notice is either hand delivered to
the recipient or deposited at a United States Postal Service Station, first
class mail, postage paid. Notice may be waived by any party entitled to receive
written notice concerning any matter under the terms of this Plan.

    


    
      	
              12.11  

            	
              No
      Duplication of Benefits.

            


    

    There
will be no duplication of benefits under the Plan because of employment by more
than one participating Employer.

    


    
      	
              12.12  

            	
              Evidence
      Furnished Conclusive.

            


    

    Anyone
required to give evidence under the terms of the Plan may do so by certificate,
affidavit, document or other information that the person to act in reliance may
consider pertinent, reliable and genuine, and to have been signed, made or
presented by the proper party or parties. The Plan Fiduciaries will be fully
protected in acting and relying upon any evidence described under this
Section.

    


    
      	
              12.13  

            	
              Release
      of Claims.

            


    

    A payment
to a Participant or Beneficiary, his or her legal representative, or to a
guardian or committee appointed for such Participant or Beneficiary, will, to
the extent thereof, be in full satisfaction of all claims hereunder against the
Administrator and Trustee, either of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as
determined by the Administrator or Trustee.

    


    
      	
              12.14  

            	
              Multiple
      Copies of Plan And/or Trust.

            


    

    This
Plan, the related Trust Agreement and the related may be executed in any number
of counterparts, each of which will be deemed an original, but all of which will
constitute one and the same Agreement or Trust Agreement, as the case may be,
and will be binding on the respective successors and assigns of the Employer and
all other parties.

    


    
      	
              12.15  

            	
              Limitation
      of Liability and Indemnification.

            


    

    In
addition to and in furtherance of any other limitations provided in the Plan,
and to the extent permitted by applicable law, the Employer will indemnify and
hold harmless its board of directors (collectively and individually), if any,
the Administrative/Advisory Committee (collectively and individually), if any,
and its officers, Employees, and agents against and with respect to any and all
expenses, losses, liabilities, costs, and claims, including legal fees to defend
against such liabilities and claims, arising out of their good-faith discharge
of responsibilities under or incident to the Plan, excepting only expenses and
liabilities resulting from willful misconduct. This indemnity will not preclude
such further indemnities as may be available under insurance purchased by the
Employer or as may be provided by the Employer under any by-law, agreement, vote
of shareholders or disinterested directors, or 

     

     

    
      
        
        

      

      
        - 58
-

        
          

        

      

      
        
        

      

    

     

    otherwise,
as such indemnities are permitted under state law. Payments with respect to any
indemnity and payment of expenses or fees under this Section will be made only
from assets of the Employer, and will not be made directly or indirectly from
assets of the Trust.

     

    
      	
              12.16  

            	
              Written
      Elections and Forms.

            


    

    Whenever
the word "written" or the words "in writing" are used, such words will include
any method of communication permitted by the DOL with respect to such
documentation. In a similar manner, the word "form" will include any other
method of election permitted under current law. Such alternative methods will
include, but not be limited to, electronic modes to the extent permitted by
law.

    


    
      	
              12.17  

            	
              Assignment
      and Alienation of Benefits.

            


    

    Except as
may otherwise be permitted under Code §401(a)(13)(C), or as may otherwise be
permitted under a Qualified Domestic Relations Order as provided in Section
8.10, or as may otherwise be permitted under Section 7.1 relating to loans to
Participants, no right or claim to, or interest in, any part of the Trust Fund,
or any payment therefrom, will be assignable, transferable, or subject to sale,
mortgage, pledge, hypothecation, commutation, anticipation, garnishment,
attachment, execution, or levy of any kind, and the Trustees will not recognize
any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute,
or anticipate the same, except to the extent required by law.

    


    
      	
              12.18  

            	
              Exclusive
      Benefit Rule.

            


    

    All
contributions made by the Employer or an Affiliated Employer to the Trust Fund
will be used for the exclusive benefit of the Participants who are Employees of
the Employer or Affiliated Employer and for their Beneficiaries and will not be
used for nor diverted to any other purpose except the payment of the costs of
maintaining the Plan. All contributions made by an Adopting Employer who is not
an Affiliated Employer will be used for the exclusive benefit of the
Participants who are Employees of the Adopting Employer and for their
Beneficiaries and will not be used for nor diverted to any other purpose except
the payment of the Adopting Employers' proportionate costs of maintaining the
Plan.

    


    
      	
              12.19  

            	
              Dual
      and Multiple Trusts.

            


    

    Plan
assets are may be held in two or more separate trusts, or in trust and by an
insurance company or by a trust and under a custodial agreement. Assets may also
be held in a common trust.

    


    


    


    
      
        
           


        

        
          - 59
-

          
            

          

        

        
           


        

      

    

    


    This
Plan and Trust have been executed by the Sponsoring Employer and the
Trustees as of the day, month and year set forth on page 1 of this
Agreement.

    


    


    


                        Capitol Bancorp
Ltd.

    


    


    


                                                          By         /s/
Cristin K. Reid           
                                                                           

       

                          Name:    Cristin
K. Reid

                          Title:      Corporate
President

      


      


                          Trustees

      


      


      


      /s/ Cristin K.
Reid                         
 
                                                               

                          Cristin K.
Reid

      


      


      


      /s/ David
O’Leary                         
                                                                

                          David
O'Leary

      


      


      


      /s/ Bruce A.
Thomas                   
 

                          Bruce A.
Thomas



     

    
 

    


    
      
        
           


        

        
          - 60
-

          
            

          

        

        
           


        

      

    

    


    Appendix
A

    


    Adopting
Employers

    


    
      	
              Name

            	
              Type
      of Entity

            	
              State
      of Organization

            	
              Date
      of Participation

            
	 	 	 	 
	
              Grand
      Haven Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1994

            
	
              Paragon
      Bank & Trust

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1996

            
	
              Ann
      Arbor Commerce Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1997

            
	
              Capitol
      National Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1997

            
	
              Macomb
      Community Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1997

            
	
              Oakland
      Commerce Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1997

            
	
              Portage
      Commerce Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1997

            
	
              Brighton
      Commerce Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      8, 1997

            
	
              Kent
      Commerce Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              July
      1, 1998

            
	
              Muskegon
      Community Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              July
      1, 1998

            
	
              Detroit
      Commerce Bank

            	
              Banking
      Corporation

            	
              Michigan

            	
              January
      1, 1999

            
	
              Elkhart
      Community Bank

            	
              Banking
      Corporation

            	
              Indiana

            	
              January
      1, 2000

            
	
              Arrowhead
      Community Bank

            	
              Banking
      Corporation

            	
              Arizona

            	
              July
      1, 2002

            
	
              Bank
      of Tucson

            	
              Banking
      Corporation

            	
              Arizona

            	
              July
      1, 2002

            
	
              Camelback
      Community Bank

            	
              Banking
      Corporation

            	
              Arizona

            	
              July
      1, 2002

            
	
              East
      Valley Community Bank

            	
              Banking
      Corporation

            	
              Arizona

            	
              July
      1, 2002

            
	
              Mesa
      Bank

            	
              Banking
      Corporation

            	
              Arizona

            	
              July
      1, 2002

            
	
              Southern
      Arizona Community Bank

            	
              Banking
      Corporation

            	
              Arizona

            	
              July
      1, 2002

            
	
              Valley
      First Community Bank

            	
              Banking
      Corporation

            	
              Arizona

            	
              July
      1, 2002

            
	
              Sunrise
      Bank of Albuquerque

            	
              Banking
      Corporation

            	
              New
      Mexico

            	
              January
      1, 2003

            
	
              Sunrise
      Bank of Arizona

            	
              Banking
      Corporation

            	
              Arizona

            	
              January
      1, 2003

            
	
              Black
      Mountain Community Bank

            	
              Banking
      Corporation

            	
              Nevada

            	
              January
      1, 2004

            
	
              Desert
      Community Bank

            	
              Banking
      Corporation

            	
              Nevada

            	
              January
      1, 2004

            
	
              Goshen
      Community Bank

            	
              Banking
      Corporation

            	
              Indiana

            	
              January
      1, 2004

            
	
              Red
      Rock Community Bank

            	
              Banking
      Corporation

            	
              Nevada

            	
              January
      1, 2004

            
	
              Yuma
      Community Bank

            	
              Banking
      Corporation

            	
              Arizona

            	
              January
      1, 2004

            
	
              First
      Carolina State Bank

            	
              Banking
      Corporation

            	
              North
      Carolina

            	
              July
      1, 2004

            
	
              Sunrise
      Bank of San Diego

            	
              Banking
      Corporation

            	
              California

            	
              July
      1, 2004

            
	
              Napa
      Community Bank

            	
              Banking
      Corporation

            	
              California

            	
              July
      1, 2005

            
	
              Bank
      of Las Vegas

            	
              Banking
      Corporation

            	
              Nevada

            	
              January
      1, 2006

            
	
              Capitol
      Wealth, Inc.

            	
              Corporation

            	
              Michigan

            	
              January
      1, 2006

            
	
              Bank
      of Escondido

            	
              Banking
      Corporation

            	
              California

            	
              January
      1, 2007

            
	
              Peoples
      State Bank

            	
              Banking
      Corporation

            	
              Georgia

            	
              January
      1, 2007

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    



      


      


      


      


      


      


      


      Amendment
No. 1 to

      


      Capitol
Bancorp Limited

      


      Amended
and Restated

      


      Employee
Stock Ownership Plan

      


      Effective
January 1, 2008

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Comprehensive
Amendment for

      The Regulations under
Code §415 and Normal Retirement Age, the Heinz Decision,
Etc.

      


      Se   
Section 1 . General Information and General
Provisions

      
        
          

        

      

      


      
        	
                 
      1.1

              	
                Plan
      Name:  Capitol Bancorp
      Ltd. Employee Stock Ownership Plan (the
      "Plan").

              


      

      


      
        	
                 
      1.2

              	
                Plan
      Sponsor:  Capitol Bancorp
      Ltd. (the "Sponsoring
      Employer").

              


      

      


      
        	
                   
      1.3  

              	
                Enactment
      Date. This Amendment is entered into as of January 1, 2008, by the
      Sponsoring Employer.

              


      

      


      
        	
                   
      1.4  

              	
                Supersedure.
      This Amendment supersedes any conflicting provisions of the
      Plan.

              


      

      


      
        	
                   
      1.5  

              	
                Good
      Faith Compliance. This Amendment is intended as good faith
      compliance with the final Regulations under Code §415; the final
      Regulations relating to Normal Retirement Age under final Regulation
      §1.401(a)-1; the final Regulations relating to the methodology of an
      ESOP to determine the amount of S corporation stock held by a disqualified
      person for purposes of determining a nonallocation year; the Heinz
      Decision; the modification to the applicable mortality table and
      applicable interest rate under Code §417(e); and/or the elimination of gap
      period income on excess contributions and excess aggregate
      contributions that are permissive or are required for plan years
      beginning in 2007 and/or 2008, and/or Limitation Years beginning on or
      after July 1, 2007 (except as otherwise
  provided).

              


      

       


      Se   
Section 2 . Code §415
Limitations

      
        
          

        

      

      


      
        	
                   
      2.1  

              	 o	
                Not
      Applicable. The
      Plan terminated prior to the first day of the first Limitation Year
      beginning on or after July 1, 2007.

              


      

      


      
        	
                   
      2.2  

              	 x	
                Effective
      Date. This Section is effective as of
      the first day of the first Limitation Year beginning on or after July 1,
      2007 (except as otherwise
provided).

              


      

      


      
        	
                   
      2.3  

              	
                Maximum
      Annual Benefit. 

              


      

      


      
      

      
        	
                     

              	 x	
                Not
      Applicable. The
      Plan is not a defined benefit plan.  (Skip to Section
  2.4)

              




      In the
case of a defined benefit plan, this Section applies regardless of whether any
participant is or has ever been a participant in another qualified plan
maintained by the Employer.

       

      
        
          
            
              
                
                  	
                          (a)
       

                        	
                          Maximum
      Benefit. The
      Annual Benefit otherwise payable to a participant at any time will not
      exceed the Maximum Permissible Amount. If the benefit the participant
      would otherwise accrue in a Limitation Year would produce an Annual
      Benefit in excess of the Maximum Permissible Amount, the rate of accrual
      will be reduced so that the Annual Benefit is equal to the Maximum
      Permissible Amount. The Maximum Permissible Amount for a participant who
      has not attained normal retirement age shall be applied to the actuarial
      equivalent
of:

                        


                

              

            

          

        

      

       

      
        	 	
                o

              	
                Not
      Applicable. The
      Plan is not a defined
benefit plan.

              


      

      


      
        
          
            	 	
                    o

                  	
                    Participant’s
      Accrued Benefit. The participant's accrued benefit otherwise
      payable under the Plan at normal retirement age (or current age, if
      later), based on the participant’s applicable completed years of benefit
      service to date.

                  


          

        

      

       

      
        	 	
                o

              	
                Participant’s
      Projected Benefit. The participant's Projected Annual Benefit to
      which the participant would be entitled at normal retirement age (or
      current age, if later).

              


      

       

      
        
          
            
              	
                       
      (b)  

                    	
                      Treatment
      of Voluntary Employee Contributions, Mandatory Employee Contributions, and
      Rollover Contributions. If
      a participant makes voluntary employee contributions under the terms of
      this Plan, then the amount of such voluntary employee contributions are
      treated as Annual Additions to a qualified Defined Contribution Plan
      pursuant to Code §414(k) for purposes of Section 2.4 and are not taken
      into account in determining the Annual Benefit under the portion of the
      Plan that is a defined benefit Plan. Furthermore, if a
  

                    


            

          

        

      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                participant is
      required to make mandatory employee contributions as defined in Code
      §411(c)(2)(C) and Regulation §1.411(c)-1(c)(4) as a condition of
      employment, as a condition of participation in the Plan, or as a condition
      of obtaining benefits (or additional benefits) under the Plan attributable
      to employer contributions, then the Annual Benefit for Code §415(b)
      purposes does not include the Annual Benefit attributable to mandatory
      employee contributions. The Annual Benefit attributable to mandatory
      employee contributions is determined by applying the factors applicable to
      mandatory employee contributions as described in Code §411(c)(2)(B) and
      (C) and the Regulations promulgated thereunder to those mandatory employee
      contributions to determine the amount of a straight life annuity
      commencing at the annuity starting date, regardless of whether the
      requirements of Code §411 and §417 apply to the Plan. Lastly, if the Plan
      permits an employee to make rollover contributions (as described in Code
      §401(a)(31), §402(c)(1), §403(a)(4), §403(b)(8), §408(d)(3), and
      §457(e)(16)) to the Plan, then rollover contributions are not taken into
      account in determining the Annual Benefit for Code §415(b)
      purposes.

              


      

       

      
        	
                (c)  

              	
                Treatment
      of Transfer Accrued Benefits. Effective
      as of the first day of the first Limitation Year beginning on or after
      July 1, 2007, the treatment of accrued benefits that are transferred to
      this Plan (and that do not constitute rollover contributions (as described
      in Code §401(a)(31), §402(c)(1), §403(a)(4), §403(b)(8), §408(d)(3)) is
      determined pursuant to the rules of Regulation
      1.415(b)-1(b)(3).

              


      

       

      
        	
                (d)  

              	
                Code
      §415 Limits Increased By EGTRRA. Notwithstanding
      anything in the Plan to the contrary, benefit increases resulting from the
      increase in the limitations of Code §415 pursuant to §611 of EGTRRA
      (including, but not limited to, the Defined Benefit Dollar Limitation, the
      Maximum Permissible Amount, and the age at which the actuarial equivalent
      of the Defined Benefit Dollar Limitation is actuarially reduced or
      increased) shall be provided to:

              


      

       

      
      

      
        	
              	o	
                Not
      Applicable. The
      Plan is not a defined plan.

              


      

       

      
        	
                 
      

              	o	
                New
      Plan and All
      Participants. The Plan’s
      Effective Date is after the first day of the first Limitation Year ending
      after December 31, 2001. The provisions of the paragraph apply to all
      participants.

              


      

      


      
        	
                 
      

              	o	
                Existing
      Plan and Participants
      with Accrued Benefits. All current participants and all former
      participants (with benefits limited by Code §415(b)) who have accrued
      benefits under the Plan immediately prior to the first day of the first
      Limitation Year ending after December 31, 2001 (other than an accrued
      benefit resulting from a benefit increase solely as a result of the
      increases in limitations under Code
§415(b)).

              


      

      


      
        	
                 
      

              	o	
                Existing
      Plan and Participants
      with One Hour of Service. All employees participating in the Plan
      who have one hour of service on or after the first day of the first
      Limitation Year ending after December 31,
2001.

              


      

       

      
        	
                (e)  

              	
                Multi-Employer
      Plan Not Aggregated With Non-Multi-Employer Plan. For
      Limitation Years beginning after December 31, 2001, a multi-Employer plan
      (as defined in Code §414(f)) in which the Employer participates shall not
      be combined or aggregated with a non-multi-Employer plan that is sponsored
      by the Employer for purposes of applying the Defined Benefit Compensation
      Limitation of Code §415(b)(1)(B) to the non-multi-Employer plan. If this
      Plan is a multi-Employer plan, then this Plan shall not be combined or
      aggregated with any other multi-Employer plan for purposes of apply the
      limitations of Code §415 and this Section. Furthermore, effective as of
      the first day of the first Limitation Year beginning on or after July 1,
      2007, if this Plan is a multi-Employer Plan, then only the benefits under
      this multi-Employer Plan that are provided by an Employer are aggregated
      with benefits under plans maintained by that Employer that are not
      multi-Employer plans.  Where the Employer maintains both a plan
      which is not a multi-Employer plan and a multi-Employer plan, only the
      benefits under the multi-Employer plan that are provided by the Employer
      are aggregated with benefits under the Employer’s plans other than
      multi-Employer plans (in lieu of including benefits provided by all
      employers under the multi-Employer plan pursuant to the Regulation
      §1.415(a)-1(e)).

              


      

       

      
        	
                (f)  

              	
                Grandfather
      Rule for Preexisting Benefits. Notwithstanding anything in the Plan
      to the contrary, the Plan satisfies the limitations of this Section and
      Code §415(b) for a participant with respect to benefits accrued or payable
      under the Plan as of the last day of the Limitation Year that is
      immediately prior to the first day of the first Limitation Year beginning
      on or after July 1, 2007 pursuant to the Plan’s provisions (including Plan
      provisions relating to the Plan’s limitation year) that were both adopted
      and in effect before April 5, 2007, but only if such Plan provisions meet
      the applicable requirements of statutory provisions, Regulations, and
      other 

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                published guidance
      relating to Code §415 in effect immediately before the first day of the
      first Limitation Year beginning on or after July 1, 2007. The rule of the
      preceding sentence applies even if the Plan had not been amended to
      reflect changes to Code §415(b) made by the Pension Funding Equity Act of
      2004 and the Pension Protection Act of 2006. Furthermore, the rule of the
      first sentence applies even if Code §415(c)(3) Compensation for a
      Limitation Year that is used for purposes of applying the limitations of
      Code §415(b)(1)(B) reflects Code §415(c)(3) Compensation for a plan year
      that is in excess of the limitation under Code §401(a)(17) that applies to
      that plan year. If benefits under the Plan are accrued after the first day
      of the first Limitation Year beginning on or after July 1, 2007, then the
      sum of the benefits grandfathered under the first sentence of this
      paragraph and benefits accrued after the first day of the first Limitation
      Year beginning on or after July 1, 2007 must satisfy the requirements of
      Code §415, taking into account the requirements of Final Regulation
      §1.415(a)-1, §1.415(b)-1, §1.415(c)-1, §1.415(c)-2, §1.415(d)-1,
      §1.415(f)-1, §1.415(g)-1, and
§1.415(j)-1.

              


      

       

      
        	
                (g)  

              	
                Safe
      Harbor for Annual Adjustments to Distributions. Effective as of the
      first day of the first Limitation Year beginning on or after July 1, 2007,
      if an amendment to the Plan incorporates the adjustments to the Code
      §415(b) limits by increasing a distribution that has previously commenced,
      then the amendment complies with the provisions of Code §415(b)
      if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                The
      employee has received one or more distributions that satisfy the
      requirements of Code §415(b) before the date the adjustment to the
      applicable limits is effective (as determined under Regulation
      §1.415(d)-1(a)(3));

              


      

       

      
        	
                 
      

              	
                (2)

              	
                The
      increased distribution is solely as a result of the amendment of the Plan
      to reflect the adjustment to the applicable limits pursuant to Code
      §415(d); and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                The
      amounts payable to the employee on and after the effective date of the
      adjustment (as determined under Regulation §1.415(d)-1(a)(3)) are not
      greater than the amounts that would otherwise be payable without regard to
      the adjustment, multiplied by a fraction determined for the Limitation
      Year, the numerator of which is the limitation under Code §415(b) (which
      is the lesser of the Code §415(b)(1)(A) Defined Benefit Dollar Limitation,
      as adjusted for age at commencement, and the Code §415(b)(1)(B) Defined
      Benefit Compensation Limitation) in effect with respect to the
      distribution taking into account the Code §415(d) adjustment, and the
      denominator of which is the limitation under Code §415(b) in effect for
      the distribution immediately before the
  adjustment.

              


      

       

      
        	
                (h)  

              	
                Safe
      Harbor for Periodic Adjustments to Distributions. Effective as of
      the first day of the first Limitation Year beginning on or after July 1,
      2007, if an amendment to the Plan increases a distribution that has
      previously commenced, then the amendment complies with the provisions of
      Code §415(b) and is made using the safe harbor methodology
    if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                The
      employee has received one or more distributions that satisfy the
      requirements of Code §415(b) before the date on which the increase is
      effective; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                The
      amounts payable to the employee on and after the effective date of the
      increase are not greater than the amounts that would otherwise be payable
      without regard to the increase, multiplied by the Cumulative Adjustment
      Fraction. For purposes of this paragraph, the term “Cumulative Adjustment
      Fraction” means the product of all of the fractions described in paragraph
      (g)(3) above that would have applied after benefits commence if the Plan
      had been amended each year to incorporate the Code §415(d) adjustments to
      the applicable Code §415(b) limits and had otherwise satisfied the safe
      harbor methodology described in paragraph (g). For purposes of the
      preceding sentence, if for the Limitation Year for which the increase to
      the Code §415(b)(1)(A) Defined Benefit Dollar Limitation pursuant to
      EGTRRA §611(a)(1)(A) is first effective (generally, the first Limitation
      Year beginning after December 31, 2001) and the Code §415(b)(1)(A) Defined
      Benefit Dollar Limitation applicable to a participant is less than the
      Code §415(b)(1)(B) Defined Benefit Compensation Limitation for the
      participant, then the fraction described in paragraph (g)(3) above for
      that Limitation Year is 1.0.

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                2.4  

              	
                Maximum Annual
      Addition.

              


      

      


      
        	
                 
      

              	o	
                Not
      Applicable. The
      Plan is not a defined contribution plan, or is a defined benefit plan that
      does not permit mandatory or voluntary employee contributions. (Skip to Section
      2.5)

              


      

      


      In the
case of a defined contribution plan, the maximum Annual Addition made to a
participant's various accounts (including, if applicable, a voluntary employee
contribution account and/or a mandatory employee contribution account)
maintained under the Plan for any Limitation Year will not exceed the lesser of
the Dollar Limitation set forth in Section 2.4(a) or the Compensation Limitation
set forth in Section 2.4(b), as adjusted in the remainder of this Section, as
follows:

       

      
        	
                (a)  

              	
                Dollar
      Limitation. The Dollar Limitation is $40,000, as adjusted by the
      Treasury in accordance with Code
§415(d).

              


      

       

      
        	
                (b)  

              	
                Compensation
      Limitation. The
      Compensation Limitation is an amount equal to 100% of the participant's
      Code §415(c)(3) Compensation for the Limitation Year. However, this
      limitation will not apply to any contribution made for medical benefits
      within the meaning of Code §401(h) or Code §419A(f)(2) after separation
      from service which is otherwise treated as an Annual Addition under Code
      §415(l)(1) or Code §419A(d)(2).

              


      

       

      
        	
                (c)  

              	
                Adjustments
      to Maximum Annual Addition. In
      applying the limitation on Annual Additions set forth herein, the
      following adjustments must be made:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Short
      Limitation Year. In
      a Limitation Year of less than 12 months, the Defined Contribution Dollar
      Limitation in (a) will be adjusted by multiplying it by the ratio that the
      number of months in the short Limitation Year bears to
  12.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Plans
      with Different Limitation Years. If a participant
      participates in multiple Defined Contribution Plans sponsored by the
      Employer with different Limitation Years, the maximum Annual Addition in
      this Plan for the Limitation Year will be reduced by the Annual Addition
      credited to the participant's accounts in the other plans for such
      Limitation Year.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Plans
      with the Same Limitation Year. If a participant
      participates in multiple Defined Contribution Plans sponsored by the
      Employer which have the same Limitation Year, then (A) if only one of the
      plans is subject to Code §412, Annual Additions will first be credited to
      the participant's accounts in the plan so subject; and (B) if none of the
      plans are subject to Code §412, the maximum Annual Addition in this Plan
      for a given Limitation Year will either (i) equal the product of the
      maximum Annual Addition for such Limitation Year minus any other Annual
      Additions previously credited to the participant's account, multiplied by
      the ratio that the Annual Additions which would be credited to a
      participant's accounts hereunder without regard to the limitations in
      Section 2.5 bears to the Annual Additions for all plans described in this
      paragraph, or (ii) be reduced by the Annual Additions credited to the
      participant's accounts in the other plans for such Limitation
      Year.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Adjustment
      for Excessive Annual Additions. If for any
      Limitation Year the Annual Additions allocated to a participant's account
      exceeds the maximum Annual Addition permitted under this Section, then the
      Sponsoring Employer will follow the rules of any Employee Plans Compliance
      Resolution System (EPCRS) that is issued by the Internal Revenue
      Service.

              


      

       

      
        	
                2.5  

              	
                Aggregation
      of Plans. Effective as of the first day of the first Limitation
      Year beginning on or after July 1, 2007, this Section aggregates plans for
      purposes of applying the provisions of this Section and the rules of
      Regulation §1.415(f)-1.

              


      

       

      
        	
                (a)  

              	
                General
      Rule.
      Except as provided in this Section and Regulation §1.415(f)-1, for
      purposes of applying the limitations of this Section, Code §415(b), and
      Code §415(c) applicable to a participant for a particular Limitation
      Year:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                More
      Than One Defined Benefit Plan. All
      defined benefit plans (without regard to whether a plan has been
      terminated) ever maintained by the Employer (or a predecessor Employer)
      under which the participant has accrued a benefit are treated as one
      defined benefit plan and the sum of the participant's Annual Benefits from
      all such defined benefit plans may not exceed the Maximum Permissible
      Amount. 

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      A participant's benefits in this Plan shall be limited to an
amount whereby the participant's Employer-provided benefits under all defined
benefit plans ever maintained by the Employer (determined as of the same age) do
not exceed the Maximum Permissible Amount applicable at that age;

       

      
        	
                 
      

              	
                (2)

              	
                More
      Than One Defined Contribution Plan. All Defined Contribution Plans
      (without regard to whether a plan has been terminated) ever maintained by
      the Employer (or a predecessor Employer) under which the participant
      receives Annual Additions are treated as one Defined Contribution Plan;
      and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                More
      Than One 403(b) Contract/Plan. All
      403(b) annuity contracts purchased by an Employer (including plans
      purchased through salary reduction contributions) for the participant are
      treated as one 403(b) annuity
contract.

              


      

       

      
        	
                (b)  

              	
                Affiliated
      Employers and Leased Employees. All
      employees of all affiliated employers (a controlled group of corporations
      as defined in Code §414(b); a trade or business (regardless of whether
      incorporated) under common control under Code §414(c); any organization
      (regardless of whether incorporated) which is a member of an affiliated
      service group under Code §414(m); and any other entity required to be
      aggregated under Code §414(o)) are treated as employed by a single
      Employer for purposes of Code §415. Any defined benefit plan or Defined
      Contribution Plan maintained by any affiliated employer is deemed
      maintained by all affiliated employers. Furthermore, pursuant to Code
      §414(n), with respect to any recipient for whom a leased employee (within
      the meaning of Code §414(n)(2)) performs services, the leased employee is
      treated as an employee of the recipient, but contributions or benefits
      provided by the leasing organization that are attributable to services
      performed for the recipient are treated as provided under the plan
      maintained by the recipient. However, pursuant to Code §414(n)(5), the
      rule of the previous sentence does not apply to a leased employee with
      respect to services performed for a recipient
  if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Covered
      by Safe Harbor Plan. The leased employee
      is covered by a plan that is maintained by the leasing organization and
      that meets the requirements of Code §414(n)(5)(B);
  and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Not
      More than 20% of Non-Highly Workforce. Leased employees do
      not constitute more than 20 percent of the recipient’s non-highly
      compensated workforce.

              


      

       

      
        	
                (c)  

              	
                Formerly
      Affiliated Plan of an Employer. A
      Formerly Affiliated Plan of an Employer is taken into account for purposes
      of applying the aggregation rules of this Section to the Employer, but the
      Formerly Affiliated Plan of an Employer is treated as if it had terminated
      immediately prior to the cessation of affiliation with sufficient assets
      to pay benefit liabilities under the plan, and had purchased annuities to
      provide plan benefits.  Furthermore, the rules for determining
      Annual Benefits under a terminated defined benefit plan under which
      annuities are purchased to provide plan benefits shall be determined
      pursuant to Regulation §1.415(b)-1(b)(5)(i).  For purposes of
      this paragraph, the term “Formerly Affiliated Plan of an Employer” means a
      plan that, immediately prior to the Cessation of Affiliation, was actually
      maintained by one or more of the entities that constitute the Employer (as
      determined under the employer affiliation rules described in Regulation
      §1.415(a)-1(f)(1) and (2)), and immediately after the Cessation of
      Affiliation, is not actually maintained by any of the entities that
      constitute the Employer (as determined under the employer affiliation
      rules described in Regulation §1.415(a)-1(f)(1) and (2)). For purposes of
      this paragraph, the term “Cessation of Affiliation” means the event that
      causes an entity to no longer be aggregated with one or more other
      entities as a single Employer under the employer affiliation rules
      described in Regulation §1.415(a)-1(f)(1) and (2) (such as the sale of a
      subsidiary outside a controlled group), or that causes a plan to not
      actually be maintained by any of the entities that constitute the Employer
      under the employer affiliation rules of Regulation §1.415(a)-1(f)(1) and
      (2) (such as a transfer of plan sponsorship outside of a controlled
      group).

              


      

       

      
        	
                (d)  

              	
                Predecessor
      Employer. For
      purposes of Code §415 and Regulations promulgated thereunder, a former
      employer is a predecessor employer with respect to a participant in the
      Plan maintained by the Employer if the Employer maintains the Plan under
      which the participant had accrued a benefit while performing services for
      the former employer (for example, the Employer assumed sponsorship of the
      former employer’s plan, or the Plan received a transfer of benefits from
      the former employer’s plan), but only if that benefit is provided under
      the Plan maintained by the Employer. In applying the limitations of Code
      §415  to a participant in the Plan maintained by the Employer,
      the Plan must take into account benefits provided to the participant under
      plans that are maintained by the predecessor employer and that are not
      maintained by the Employer; the Employer


              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                and predecessor
      employer constituted a single Employer under the rules described in
      Regulation §1.415(a)-1(f)(1) and (2) immediately prior to the cessation of
      affiliation (as if they constituted two, unrelated employers under the
      rules described in Regulation §1.415(a)-1(f)(1) and (2) immediately after
      the cessation of affiliation) and cessation of affiliation was the event
      that gives rise to the predecessor employer relationship, such as a
      transfer of benefits or plan sponsorship. However, with respect to the
      Employer of the participant, a former entity that antedates the Employer
      is a predecessor employer with respect to the participant if, under the
      facts and circumstances, the Employer constitutes a continuation of all or
      a portion of the trade or business of the former entity. This occurs where
      formation of the Employer constitutes a mere formal or technical change in
      the employment relationship and continuity otherwise exists in the
      substance and administration of the business operations of the former
      entity and the Employer.

              


      

       

      
        	
                (e)  

              	
                Nonduplication.
      In applying the limitations of Code §415 to the Plan maintained by
      an Employer, if the Plan is aggregated with another plan pursuant to the
      aggregation rules of this Section, then a participant’s benefits are not
      counted more than once in determining the participant’s aggregate Annual
      Benefit or Annual Additions, pursuant to the rules of Regulation
      §1.415(f)-1(d)(1).

              


      

       

      
        	
                (f)  

              	
                Determination
      of Years of Participation for Multiple Plans. If
      two or more defined benefit plans are aggregated under Code §415(f) for a
      particular Limitation Year, in applying the reduction for participation of
      less than ten years (as described in Code §415(b)(5)(A)) to the Code
      §415(b)(1)(A) Defined Benefit Dollar Limitation, time periods that are
      counted as Years of Participation under any of the plans are counted in
      computing the limitation of the aggregated plans under this
      Section.

              


      

       

      
        	
                (g)  

              	
                Determination
      of Years of Service for Multiple Plans. If
      two or more defined benefit plans are aggregated under Code §415(f) for a
      particular Limitation Year, in applying the reduction for service of less
      than ten years (as described in Code §415(b)(5)(B)) to the Code
      §415(b)(1)(B) Defined Benefit Compensation Limitation, time periods that
      are counted as years of service under any of the plans are counted in
      computing the limitation of the aggregated plans under this
      Section.

              


      

       

      
        	
                (h)  

              	
                Previously
      Unaggregated Plans. The following rules apply to situations in
      which two or more existing plans, which previously were not required to be
      aggregated pursuant to Code §415(f), are aggregated during a particular
      Limitation Year and, as a result, the limitations of Code §415(b) or (c)
      are exceeded for that Limitation
Year:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Defined
      Contribution Plans. Two or more Defined Contribution Plans that are
      not required to be aggregated pursuant to Code §415(f) as of the first day
      of a Limitation Year satisfy the requirements of Code §415 with respect to
      a participant for the Limitation Year if they are aggregated later in that
      Limitation Year, provided that no Annual Additions are credited to the
      participant’s account after the date on which the plans are required to be
      aggregated.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Defined
      Benefit Plans. Two or more defined
      benefit plans that are not required to be aggregated pursuant to Code
      §415(f) as of the first day of a Limitation Year satisfy the requirements
      of Code §415 with respect to a participant for the Limitation Year if they
      are aggregated later in that Limitation Year, provided that no plan
      amendments increasing benefits with respect to the participant under
      either plan are made during the Limitation Year of the occurrence of the
      event causing the Plan to be
aggregated.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                All
      Years of Aggregation in which Accrued Benefits Are Frozen. Two or more defined
      benefit plans that are required to be aggregated pursuant to Code §415(f)
      during a Limitation Year subsequent to the Limitation Year during which
      the plans were first aggregated satisfy the requirements of Code §415 with
      respect to a participant for the Limitation Year if they are aggregated,
      provided there have been no increases in the participant's accrued benefit
      derived from Employer contributions (including increases as a result of
      increased compensation or years of benefit service) under any of the plans
      within the period during which the plans have been
    aggregated.

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                (i)  

              	
                Multiple
      Plan Fraction. The
      provisions of Code §415(e) shall not apply to this Plan for Limitation
      Years beginning on or after January 1, 2000 (or, if later, the first day
      of the Limitation Year in which Code §415(e) is not applicable to the Plan
      in whole or in part, pursuant to the provisions of the prior Plan document
      or separate Plan amendment).

              


      

       

      
        	
                2.6  

              	
                Definitions. As
      used in this Section 2, and for all other purposes of the Plan, the
      following words and phrases will have the following
    meanings:

              


      

       

      
        	
                (a)  

              	
                Annual
      Additions. The
      term "Annual Additions" means the sum of the following amounts credited to
      a participant's Account for the Limitation
Year:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Employer
      contributions, even if such Employer contributions are excess
      contributions (as described in Code §401(k)(8)(B)) or excess aggregate
      contributions (as described in Code §401(m)(6)(B)), or such excess
      contributions or excess aggregate contributions are corrected through
      distribution;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Employee
      contributions, which includes mandatory employee contributions (as defined
      in Code §411(c)(2)(C) and the Regulations promulgated thereunder) and
      voluntary employee contributions;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Forfeitures;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Contributions
      allocated to any individual medical account, as defined in Code
      §415(l)(2), which is part of a pension or annuity plan established
      pursuant to Code §401(h) and maintained by the
  Employer;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Amounts
      attributable to post-retirement medical benefits allocated to a separate
      account for a key employee (any employee who, at any time during the plan
      year or any preceding plan year, is or was a key employee pursuant to Code
      §419A(d)), maintained by the Employer;
and

              


      

       

      
        	
                 
      

              	
                (6)

              	
                Effective
      as of the first day of the first Limitation Year beginning on or after
      July 1, 2007, the difference between the value of any assets transferred
      to the Plan and the consideration, where an employee or the Employer
      transfers assets to the Plan in exchange for consideration that is less
      than the fair market value of the assets transferred to the
      Plan;

              


      

       

      Notwithstanding
the foregoing, a participant's Annual Additions do not include the
following:

      


      
        	
                 
      

              	
                (1)

              	
                The
      restoration of an employee's accrued benefit by the Employer in accordance
      with Code §411(a)(3)(D) or Code §411(a)(7)(C) or resulting from the
      repayment of cashouts (as described in Code §415(k)(3)) under a
      governmental plan (as defined in Code §414(d)) for the Limitation Year in
      which the restoration occurs., regardless of whether the Plan restricts
      the timing of repayments to the maximum extent allowed by Code
      §411(a);

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Catch-up
      contributions made in accordance with Code §414(v) and Regulation
      §1.414(v)-1;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Effective
      as of the first day of the first Limitation Year beginning on or after
      July 1, 2007, a Restorative Payment that is allocated to a participant’s
      account. For purposes of this paragraph, the term “Restorative Payment” is
      a payment made to restore some or all of the Plan’s losses resulting from
      an action (or a failure to act) by a fiduciary for which there is
      reasonable risk of liability for breach of a fiduciary duty (other than a
      breach of fiduciary duty arising from failure to remit contributions to
      the Plan) under ERISA or under other applicable federal or state law,
      where Plan participants who are similarly situated are treated similarly
      with respect to the payments. This includes payments to the Plan made
      pursuant to a Department of Labor order, the Department of Labor’s
      Voluntary Fiduciary Correction Program, or a court-approved settlement, to
      restore losses to a qualified Defined Contribution Plan. Payments made to
      the Plan to make up for losses due merely to market fluctuations and other
      payments that are not made on account of a reasonable risk of liability
      for breach of a fiduciary duty under Title I of ERISA are not Restorative
      Payments and generally constitute contributions that give rise to Annual
      Additions;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Excess
      deferrals that are distributed in accordance with Regulation
      §1.402(g)-1(e)(2) or (3);

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Rollover
      contributions (as described in Code §401(a)(31), §402(c)(1), §403(a)(4),
      §403(b)(8), §408(d)(3), and
§457(e)(16));

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (6)

              	
                Repayments
      of loans made to a participant from the
Plan;

              


      

       

      
        	
                 
      

              	
                (7)

              	
                Repayments
      of prior Plan distributions described in Code §411(a)(7)(B) (in accordance
      with Code §411(a)(7)(C)) and Code §411(a)(3)(D) or repayment of
      contributions to a governmental plan (as defined in Code §414(d)) as
      described in Code §415(k)(3);

              


      

       

      
        	
                 
      

              	
                (8)

              	
                The
      direct transfer of benefits or employee contributions from a qualified
      plan to a Defined Contribution
Plan;

              


      

       

      
        	
                 
      

              	
                (9)

              	
                The
      reinvestment of dividends on Employer securities under an employee stock
      ownership plan pursuant to Code
  §404(k)(2)(A)(iii)(II);

              


      

       

      
        	
                 
      

              	
                (10)

              	
                Employee
      contributions to a qualified cost of living arrangement within the meaning
      of Code §415(k)(2)(B);

              


      

       

      
        	
                (b)  

              	
                Annual
      Benefit. The term "Annual Benefit" means a retirement benefit under
      the Plan that is payable annually in the form of a straight life annuity.
      The Annual Benefit does not include the benefit attributable to either
      voluntary employee contributions, mandatory employee contributions, or
      rollover contributions (as described in Code §401(a)(31), §402(c)(1),
      §403(a)(4), §403(b)(8), §408(d)(3), and §457(e)(16)), determined pursuant
      to the rules of Regulation 1.415(b)-1(b)(2). Effective as of the first day
      of the first Limitation Year beginning on or after July 1, 2007, the
      treatment of accrued benefits that are transferred to this Plan (and that
      do not constitute rollover contributions (as described in Code
      §401(a)(31), §402(c)(1), §403(a)(4), §403(b)(8), §408(d)(3)) is determined
      pursuant to the rules of Regulation
  1.415(b)-1(b)(3).

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Actuarial
      Adjustments To Annual Benefit. Except as otherwise
      provided in subparagraph (2) below, a benefit payable in a form other than
      a straight life annuity must be adjusted to be the actuarial equivalent of
      a straight life annuity before applying the limitations of this Section as
      follows:

              


      

       

      
        	
                (A)  

              	
                Effective
      as of the first day of the first Limitation Year beginning on or after
      July 1, 2007, for any benefit paid in a form to which Code §417(e)(3) does
      not apply, the actuarially equivalent straight life annuity benefit is the
      greater of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      annual amount of the straight life annuity (if any) payable to the
      participant under the Plan commencing at the same annuity starting date as
      the form of benefit payable to the participant;
  or

              


      

      


      
        	 	
                (ii)  

              	
                The
      annual amount of the straight life annuity commencing at the same annuity
      starting date that has the same actuarial present value as the form of
      benefit payable to the participant, computed using a 5% interest
      assumption and the applicable mortality table for that annuity starting
      date.

              


      

      


      
        	
                (B)  

              	
                For
      a distribution to which Code §417(e)(3) applies and which has an annuity
      starting date occurring in plan years beginning in 2004 or 2005, the
      Actuarially Equivalent straight life annuity benefit is the greater
      of:

              


      

       

      
        	 	
                (i)  

              	
                The
      annual amount of the straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as the particular
      form of benefit payable, computed using the Plan’s interest rate and
      mortality tabulation factors; or

              


      

      


      
        	 	
                (ii)  

              	
                The
      annual amount of the straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as the particular
      form of benefit payable, computed using a 5.5% interest assumption and the
      applicable mortality table.

              


      

      


      
        	
                 
      

              	o 	
                PFEA
      Transition Rule. Notwithstanding the previous provisions of this
      paragraph (b)(1)(B), with respect to a distribution to which Code
      §417(e)(3) applies and which has an annuity starting date after December
      31, 2003 and before January 1, 2005, the Actuarially Equivalent straight
      life annuity benefit shall not be less than the greater
  of:

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (i)

              	
                The
      annual amount of the straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as the particular
      form of benefit payable, computed using the Plan’s interest rate and
      mortality tabulation factors; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      annual amount of the straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as the particular
      form of benefit payable, computed using the applicable interest rate in
      effect as of the last day of the last plan year beginning before January
      1, 2004 and the applicable mortality
table.

              


      

      


      
        	
                (C)  

              	
                For
      a distribution to which Code §417(e)(3) applies and which has an annuity
      starting date occurring in plan years beginning after 2005, the
      Actuarially Equivalent straight life annuity benefit is the greatest
      of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      annual amount of the straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as the particular
      form of benefit payable, computed using the Plan’s interest rate and
      mortality tabulation factors;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      annual amount of the straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as the particular
      form of benefit payable, computed using a 5.5% interest assumption and the
      applicable mortality table; or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      annual amount of the straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as the particular
      form of benefit payable (computed using the applicable interest rate and
      the applicable mortality table), divided by
  1.05.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Certain
      Benefit Forms for which No Adjustment Is Required. Effective as of the
      first day of the first Limitation Year beginning on or after July 1, 2007,
      for purposes of the adjustments described in paragraph (1) above, the
      following benefits are not taken into account for which no actuarial
      adjustment to the Annual Benefit is
required:

              


      

       

      
        	
                 
      

              	
                 (A)

              	
                Survivor
      benefits payable to a surviving spouse under a qualified joint and
      survivor annuity to the extent that such benefits would not be payable if
      the participant’s benefit were not paid in the form of a qualified joint
      and survivor annuity. However, if benefits are paid partly in the form of
      a qualified joint and survivor annuity and partly in some other form (such
      as a single-sum distribution), the rule under which survivor benefits are
      not included in determining the Annual Benefit applies to the survivor
      annuity payments under the portion of the benefit that is paid in the form
      of a qualified joint and survivor
annuity.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Ancillary
      benefits that are not directly related to retirement benefits, such as
      preretirement disability benefits not in excess of the qualified
      disability benefit, preretirement incidental death benefits (including a
      qualified preretirement survivor annuity), and post-retirement medical
      benefits. However, even though a Social Security supplement described in
      Code §411(a)(9) and Regulation §1.411(a)-7(c)(4) may be an ancillary
      benefit, the Social Security supplement is included in determining the
      Annual Benefit because the Social Security supplement is payable upon
      retirement and therefore is directly related to retirement income
      benefits.

              


      

      


      
        	
                 
      

              	
                 (C)

              	
                A
      benefit that is paid in a form that is not a straight life annuity that
      takes into account the inclusion in that form of an Automatic Benefit
      Increase Feature, if:

              


      

      


      
        	 	
                (i)  

              	
                The
      benefit is paid in a form to which Code §417(e)(3) does not apply;
      and

              


      

      


      
        	 	
                (ii)  

              	
                The
      Plan satisfies the following requirements: The form of benefit without
      regard to the Automatic Benefit Increase Feature satisfies the
      requirements of Code §415(b) and the Regulations, and in no event will the
      amount payable to the participant under the form of benefit in any
      Limitation Year be greater than the Code §415(b) limit applicable at the
      annuity starting date (which is the lesser of the age-adjusted Code
      §415(b)(1)(A) Defined Benefit Dollar Limit or the Code §415(b)(1)(B)
      Defined Benefit Compensation Limitation), as increased in subsequent years
      pursuant to Code §415(d) and Regulation §1.415(d)-1. If the form of
      benefit without regard to the Automatic Benefit Increase Feature is not a
      straight life annuity, then the preceding sentence is applied by reducing
      

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                the Code §415(b)
      limit applicable at the annuity starting date to an Actuarially Equivalent
      amount (determined using the assumptions specified in paragraph
      (b)(1)(A)(ii)) that takes into account the death benefits under the form
      of benefit (other than the survivor portion of a qualified joint and
      survivor annuity).

              


      

       

      For
purposes of this paragraph (C), the term “Automatic Benefit Increase Feature”
means a form of benefit that provides for automatic, periodic increases to the
benefits paid in that form, such as a form of benefit that automatically
increases the benefit paid under that form annually according to a specified
percentage or objective index, or a form of benefit that automatically increases
the benefit paid in that form to share favorable investment returns on plan
assets.

      


      
        	
                 
      

              	
                (3)

              	
                Determination
      of Annual Benefit in the case of Multiple Annuity Starting Dates.
      Effective as of the first day of the first Limitation Year beginning on or
      after July 1, 2007, if a participant has or will have distributions
      commencing at more than one annuity starting date, then the limitations of
      Code §415 must be satisfied as of each of the annuity starting dates,
      taking into account the benefits that have been or will be provided at all
      of the annuity starting dates. In determining the Annual Benefit for such
      a participant as of a particular annuity starting date, the Plan must
      actuarially adjust the past and future distributions with respect to the
      benefits that commenced at the other annuity starting dates. The
      determination of whether a new annuity starting date has occurred is made
      without regard to the rule of Regulation §1.401(a)-20, Q&A-10(d)
      (under which the commencement of certain distributions may not give rise
      to a new annuity starting date). The rules provided in this paragraph
      apply for purposes of determining the Annual Benefit of a participant
      where a new distribution election is effective during the current
      Limitation Year with respect to a distribution that previously commenced.
      The rules of this paragraph also apply for determining the Annual Benefit
      of a participant for purposes of applying the limitations of Code §415(b)
      where benefit payments are increased as a result of the Plan’s terms or a
      Plan amendment applying a cost-of-living adjustment or similar benefit
      increase, unless such increase to benefit payments that is a result of the
      Plan’s terms or a Plan amendment applying a cost-of-living adjustment or
      similar benefit increase:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                Has
      previously been accounted for as part of the Annual Benefit under the
      rules of this paragraph (b)(3);

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Is
      not required to be accounted for as part of the annual benefit, pursuant
      to the exception for certain automatic benefit increase features under
      Regulation §1.415(b)-1(c)(5);

              


      

      


      
        	
                 
      

              	
                (C)

              	
                Is
      pursuant to a plan provision that automatically incorporates Code §415(d)
      cost-of-living adjustments under Regulation §1.415(a)-1(d)(3)(v);
      or

              


      

      


      
        	
                 
      

              	
                (D)

              	
                Complies
      with one of the safe harbors described in Regulation §1.415(d)-1(a)(5) or
      (6) (providing safe harbors for annual and other periodic adjustments to
      distributions).

              


      

       

      
        	
                (c)  

              	
                Code
      §401(a)(17) Compensation Limit. The
      term "Code §401(a)(17) Compensation Limit" means, for any Limitation Year
      beginning on or after July 1, 2007, the statutory limit that applies to
      each participant’s Code §415(c)(3) Compensation for a specific Limitation
      Year which is taken into account under the Plan; such Code §415(c)(3)
      Compensation shall not exceed $200,000. However, the $200,000 statutory
      limit on Code §415(c)(3) Compensation shall be adjusted for cost-of-living
      increases in accordance with Code §401(a)(17)(B). The cost-of-living
      adjustment in effect for a calendar year applies to Code §415(c)(3)
      Compensation for the Limitation Year that begins with or within such
      calendar year. If a Limitation Year is less than 12 consecutive months,
      then the Code §401(a)(17) Compensation Limit will be multiplied by a
      fraction, the numerator of which is the number of months in the Limitation
      Year, and the denominator of which is 12. If Code §415(c)(3) Compensation
      for any prior Limitation Year is used in determining a participant’s
      Annual Benefit for the current Limitation Year, then Code §415(c)(3)
      Compensation for such prior Limitation Year is subject to the applicable
      Code §401(a)(17) Compensation Limit as in effect for that prior Limitation
      Year.

              


      

       

       

      
        	
                (d)  

              	
                Code
      §415(c)(3) Compensation. The
      term "Code §415(c)(3) Compensation" means the compensation during the
      entire Limitation Year (or such other compensation determination period
      that statutorily applies) used to determine an employee's Annual Addition
      limitation and/or Annual Benefit limitation and is based on the selection
      below:

              


      

       

      
        	 	
                 
      x

              	
                Form
      W-2 Compensation.

              


      

       

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	 	
                o 
      

              	
                Code
      §3401 Compensation.

              


      

       

      
        	 	
                o 
      

              	
                Safe
      Harbor Code §415 Compensation.

              


      

       

      Code
§415(c)(3) Compensation is subject to the following rules:

       

      
        	
                 
      

              	
                (1)

              	
                Exclusions
      to Compensation Do Not Apply. Code
      §415(c)(3) Compensation includes any amounts that may be excluded from
      compensation for purposes of a participant’s allocations or the
      calculation of the participant’s accrued
  benefit.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Inclusion
      of Certain Amounts. Code §415(c)(3)
      Compensation includes any elective deferral as defined in Code §402(g)(3)
      and any amount which is contributed or deferred by the Employer at the
      election of the employee which are not includible in gross income by
      reason of Code §125 (and deemed Code §125 compensation), Code §132(f)(4),
      or Code §457.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Treatment
      of Post-Severance Compensation. Effective January 1,
      2005, Code §415(c)(3) Compensation includes Post-Severance
      Compensation.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Code
      §401(a)(17) Annual Compensation Limit. Effective as of the
      first day of the first Limitation Year beginning on or after July 1, 2007,
      Code §415(c)(3) Compensation for any Limitation Year shall not exceed the
      Code §401(a)(17) Compensation Limit that applies to that Limitation Year.
      If the Limitation Year is not the calendar year, then the Code §401(a)(17)
      Compensation Limit that applies to such Limitation Year is the Code
      §401(a)(17) Compensation Limit in effect for the respective calendar year
      in which such Limitation Year
begins.

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Compensation
      Earned in Limitation Year but Paid in Next Limitation Year. Effective as of the
      first day of the first Limitation Year beginning on or after July 1, 2007,
      at the discretion of the Sponsoring Employer and applied in a uniform
      manner, Code §415(c)(3) Compensation for a Limitation Year may include
      amounts earned during that Limitation Year but not paid during that
      Limitation Year solely because of the timing of pay periods and pay dates
      if:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                These
      amounts are paid during the first few weeks of the next Limitation
      Year;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      amounts are included on a uniform and consistent basis with respect to all
      similarly situated employees; and

              


      

      


      
        	
                 
      

              	
                (C)

              	
                No
      Code §415(c)(3) Compensation is included in more than one Limitation
      Year.

              


      

       

      
        	
                (e)  

              	
                Defined
      Benefit Compensation Limitation. The
      term "Defined Benefit Compensation Limitation" means 100% of a
      participant's Highest Average Compensation, payable in the form of a
      straight life annuity. Effective as of the first day of the first
      Limitation Year beginning on or after July 1, 2007, if, after having a
      severance from employment with the Employer maintaining the Plan, an
      employee is rehired by the Employer, then the employee’s Defined Benefit
      Compensation Limit under Code §415(b)(1)(B) is the greater
    of:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                100
      percent of the participant’s Highest Average Compensation for the period
      of the participant’s three consecutive years of service or 1-year periods
      of service, as applicable, as determined prior to the employee’s severance
      from employment with the Employer maintaining the Plan (and if the
      provisions of paragraph (g)(6) apply to the Plan, as adjusted pursuant to
      paragraph (f)(3) below); or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                100
      percent of the participant’s Highest Average Compensation for the period
      of the participant’s three consecutive years of service or 1-year periods
      of service, as applicable, with the period of the participant’s three
      consecutive years of service or 1-year periods of service, as applicable,
      determined pursuant to Regulation
  §1.415(b)-1(a)(5)(iii).

              


      

       

      
        	
                (f)  

              	
                Defined
      Benefit Dollar Limitation. Effective
      for Limitation Years ending after December 31, 2001, the term "Defined
      Benefit Dollar Limitation" means $160,000 payable in the form of a
      straight life annuity. Effective January 1st of each year, the $160,000
      Defined Benefit Dollar Limitation will be automatically adjusted under
      Code §415(d) in such manner as the Treasury may prescribe. The limitation
      as adjusted under Code §415(d)

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      will apply to
Limitation Years ending with or within the calendar year of the date of the
adjustment. The Defined Benefit Dollar Limitation of this paragraph applies
to:

       

      
        	
              	x 	
                Not
      Applicable. The
      Plan is not a defined benefit plan.

              


      

       

      
      

      
        	
                 
      

              	o 	
                New
      Plan and All
      Participants. The Plan’s
      Effective Date is after the first day of the first Limitation Year ending
      after December 31, 2001. The provisions of the paragraph apply to all
      participants.

              


      

      


      
        	
                 
      

              	o 	
                Existing
      Plan and Participants
      with Accrued Benefits. All current participants and all former
      participants (with benefits limited by Code §415(b)) who have accrued
      benefits under the Plan immediately prior to the first day of the first
      Limitation Year ending after December 31, 2001 (other than an accrued
      benefit resulting from a benefit increase solely as a result of the
      increases in limitations under Code
§415(b)).

              


      

      


      
        	
                 
      

              	o 	
                Existing
      Plan and Participants
      with One Hour of Service. All employees participating in the Plan
      who have one Hour of Service on or after the first day of the first
      Limitation Year ending after December 31,
2001.

              


      

       

      
        	
                (g)  

              	
                Defined
      Contribution Plan. The
      term “Defined Contribution Plan” means a defined contribution plan within
      the meaning of Code §414(i) (including the portion of a plan treated as a
      defined contribution plan under the rules of Code §414(k)) that
      is:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                A
      plan described in Code §401(a) which includes a trust which is exempt from
      tax under Code §501(a);

              


      

       

      
        	
                 
      

              	
                (2)

              	
                An
      annuity plan described in Code
§403(a);

              


      

       

      
        	
                 
      

              	
                (3)

              	
                A
      simplified employee pension described in Code
  §408(k);

              


      

       

      
        	
                 
      

              	
                (4)

              	
                An
      arrangement which is treated as a Defined Contribution Plan for purposes
      of this Section, Code §415 and the Regulations promulgated thereunder,
      according to the following rules:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                Mandatory
      employee contributions (as defined in Code §411(c)(2)(C) and Regulation
      §1.411(c)-1(c)(4), regardless of whether the Plan is subject to the
      requirements of Code §411) to this Plan (a defined benefit plan) are
      treated as contributions to a Defined Contribution Plan. For this purpose,
      contributions that are picked up by the Employer as described in Code
      §414(h)(2) are not considered employee
  contributions.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Contributions
      allocated to any individual medical benefit account which is part of a
      pension or annuity plan established pursuant to Code §401(h) are treated
      as contributions to a Defined Contribution Plan pursuant to Code
      §415(l)(1).

              


      

      


      
        	
                 
      

              	
                (C)

              	
                Amounts
      attributable to post-retirement medical benefits allocated to an account
      established for a key employee (any employee who, at any time during the
      plan year or any preceding plan year, is or was a key employee pursuant to
      Code §419A(d)(1)) are treated as contributions to a Defined Contribution
      Plan pursuant to Code §419A(d)(2).

              


      

      


      
        	
                 
      

              	
                (D)

              	
                Annual
      Additions under an annuity contract described in Code §403(b) are treated
      as Annual Additions under a Defined Contribution
  Plan.

              


      

       

      
        	
                (h)  

              	
                Employer. The
      term “Employer” shall mean the Sponsoring Employer as set forth in Section
      1.2, and any other entity that adopts the
Plan.

              


      

       

      
        	
                (i)  

              	
                Highest
      Average Compensation. The term "Highest Average Compensation" means
      the following:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Definition
      prior to 2006. For Limitation Years
      beginning prior to January 1, 2006, the term "Highest Average
      Compensation" means a participant's average Code §415(c)(3) Compensation
      for the three consecutive years of service or 1-year periods of service
      with the Employer that produces the highest average. If a participant has
      separated from service, the participant's Highest Average Compensation
      will be automatically adjusted by multiplying such Code §415(c)(3)
      Compensation by the cost of living 

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      adjustment factor prescribed by the Treasury under Code §415(d) in
such manner as the Treasury may prescribe. The adjusted Code §415(c)(3)
Compensation will apply to Limitation Years ending with or within the calendar
year of the date of the adjustment.

       

      
        	
                 
      

              	
                (2)

              	
                Definition
      after 2005. For Limitation Years
      beginning after December 31, 2005, the term "Highest Average Compensation"
      means an employee’s average Code §415(c)(3) Compensation for the three
      consecutive years of service or 1-year periods of service with the
      Employer that produces the highest average. If an employee has separated
      from service, the employee’s Highest Average Compensation will be
      automatically adjusted by multiplying such Code §415(c)(3) Compensation by
      the cost of living adjustment factor prescribed by the Treasury under Code
      §415(d) in such manner as the Treasury may prescribe. The adjusted Code
      §415(c)(3) Compensation will apply to Limitation Years ending with or
      within the calendar year of the date of the adjustment. In no event shall
      an employee’s Highest Average Compensation be limited to the period during
      which the employee was a participant in the Plan. Highest Average
      Compensation of this paragraph applies
to:

              


      

       

      
        	
                 
      

              	x 	
                Not
      Applicable. The
      Plan is not a defined benefit plan.

              


      

      


      
        	
                 
      

              	o 	
                New
      Plan and All
      Participants. The Plan’s
      Effective Date is after the first day of the first Limitation Year ending
      after December 31, 2005. The provisions of the paragraph apply to all
      participants.

              


      

      


      
        	
                 
      

              	o 	
                Existing
      Plan and Participants
      with Accrued Benefits. All current participants and all former
      participants (with benefits limited by Code §415(b)) who have accrued
      benefits under the Plan immediately prior to the first day of the first
      Limitation Year ending after December 31, 2005 (other than an accrued
      benefit resulting from a benefit increase solely as a result of the
      increases in limitations under Code
§415(b)).

              


      

      


      
        	
                 
      

              	o 	
                Existing
      Plan and Participants
      with One Hour of Service. All employees participating in the Plan
      who have one Hour of Service on or after the first day of the first
      Limitation Year ending after December 31,
2005.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Highest
      Average Compensation for a Participant who incurs Severance of
      Employment.  Effective as of the
      first day of the first Limitation Year beginning on or after July 1, 2007
      and pursuant to Code §415(d)(1)(B), if the provisions of paragraph (g)(6)
      apply to the Plan, then with regard to participants who have had a
      severance from employment with the Employer maintaining the Plan, the
      Defined Benefit Compensation Limit described in Code §415(b)(1)(B) is
      adjusted annually to take into account increases in the cost of living.
      For any Limitation Year beginning after the severance occurs, the
      adjustment of the Defined Benefit Compensation Limit is made by
      multiplying the Annual Adjustment Factor (as defined below) by the Defined
      Benefit Compensation Limit applicable to the participant in the prior
      Limitation Year; the Annual Adjustment Factor is prescribed by the
      Commissioner. For purposes of this paragraph, the term “Annual Adjustment
      Factor” for a calendar year means a fraction, the numerator of which is
      the value of the applicable index for the calendar quarter ending
      September 30 of the preceding calendar year, and the denominator of which
      is the value of such index for the calendar quarter ending September 30 of
      the calendar year prior to that preceding calendar year. The applicable
      index is determined consistent with the procedures used to adjust benefit
      amounts under Social Security Act §215(i)(2)(A). If the value of the
      fraction described in the previous sentence of this paragraph is less than
      one for a calendar year, then the adjustment factor for the calendar year
      is equal to one. In such a case, the Annual Adjustment Factor for future
      calendar years will be determined in accordance with revenue rulings,
      notices, or other published guidance prescribed by the
      Commissioner.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Highest
      Average Compensation for a Rehired Participant. Notwithstanding
      anything in the Plan to the contrary, effective as of the first day of the
      first Limitation Year beginning on or after July 1, 2007, if a participant
      has had a severance from employment with the Employer maintaining the plan
      and is subsequently rehired by the Employer, then the three consecutive
      years of service or 1-year periods of service is calculated by excluding
      all years for which the participant performs no services for and receives
      no compensation from the Employer maintaining the plan (hereafter referred
      to as the “Break Period”). This calculation will be made by treating the
      year of service or 1-year period of service, as applicable, immediately
      prior to the Break Period and the year of service or 1-year period of
      service, as applicable, immediately after the Break Period as if such
      years of service or 1-year periods of service, as applicable, were
      consecutive.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                (j)  

              	
                Limitation
      Year. The term "Limitation Year" means the 12-consecutive month
      period as defined in the Plan. If the Limitation Year is amended to a
      different 12-consecutive month period, then the new Limitation Year must
      begin on a date within the Limitation Year in which the amendment is
      made.

              


      

       

      
        	
                (k)  

              	
                Maximum
      Permissible Amount. The
      term "Maximum Permissible Amount" means, effective for Limitation Years
      ending after December 31, 2001 (except, if applicable, as provided in
      subsection (4) below), the lesser of the Defined Benefit Dollar Limitation
      or the Defined Benefit Compensation Limitation (both adjusted where
      required, as provided in (1) and, if applicable, in (2) or (3) below, and
      limited, if applicable, as provided in (4) below).  Maximum
      Permissible Amount of this paragraph (g) applies
  to:

              


      

       

      
        	
                 
      

              	x 	
                Not
      Applicable. The
      Plan is not a defined benefit plan.

              


      

      


      
        	
                 
      

              	o 	
                New
      Plan and All
      Participants. The Plan’s
      Effective Date is after the first day of the first Limitation Year ending
      after December 31, 2001. The provisions of the paragraph apply to all
      participants.

              


      

      


      
        	
                 
      

              	o 	
                Existing
      Plan and Participants
      with Accrued Benefits. All current participants and all former
      participants (with benefits limited by Code §415(b)) who have accrued
      benefits under the Plan immediately prior to the first day of the first
      Limitation Year ending after December 31, 2001 (other than an accrued
      benefit resulting from a benefit increase solely as a result of the
      increases in limitations under Code
§415(b)).

              


      

      


      
        	
                 
      

              	o 	
                Existing
      Plan and Participants
      with One Hour of Service. All employees participating in the Plan
      who have one Hour of Service on or after the first day of the first
      Limitation Year ending after December 31,
2001.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Service
      Adjustment. If the participant
      has fewer than ten (10) Years of Participation in the Plan, the Defined
      Benefit Dollar Limitation shall be multiplied by a fraction, (A) the
      numerator of which is the number of Years of Participation (or part
      thereof) in the Plan and (B) the denominator of which is ten (10). If the
      Plan is not a multi-Employer Plan and the participant has fewer than ten
      (10) years of service or 1-year periods of service with the Employer, the
      Defined Benefit Compensation Limitation shall be multiplied by a fraction,
      (A) the numerator of which is the number of years of service or 1-year
      periods of service (or part thereof) with the Employer and (B) the
      denominator of which is ten (10).

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Adjustment
      For Benefits Commencing Before Age 62. Effective as of the
      first day of the first Limitation Year beginning on or after July 1, 2007,
      for a distribution with an annuity starting date that occurs before the
      participant attains the age of 62, the age-adjusted Code §415(b)(1)(A)
      Defined Benefit Dollar Limit is determined as the actuarial equivalent of
      the annual amount of a straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as a deferred
      straight life annuity commencing at age 62, where annual payments under
      the straight life annuity commencing at age 62 are equal to the Code
      §415(b)(1)(A) Defined Benefit Dollar Limit (as adjusted pursuant to Code
      §415(d) and Regulation §1.415(d)-1 for the Limitation Year, pursuant to
      paragraph (1) above, if required), and where the Actuarially Equivalent
      straight life annuity is computed using a 5% interest rate and the
      applicable mortality table that is effective for that annuity starting
      date (and expressing the participant’s age based on completed calendar
      months as of the annuity starting date). However, if the Plan has an
      immediately commencing straight life annuity payable both at age 62 and
      the age of benefit commencement, then the age-adjusted Code §415(b)(1)(A)
      Defined Benefit Dollar Limit is equal to the lesser
  of:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                The
      limit as otherwise determined under this paragraph (g)(2);
    and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      amount that is equal to the Code §415(b)(1)(A) Defined Benefit Dollar
      Limit (as adjusted pursuant to Code §415(d) and Regulation §1.415(d)-1 for
      the Limitation Year, pursuant to paragraph (1) above, if required)
      multiplied by the ratio of the annual amount of the immediately commencing
      straight life annuity under the Plan to the annual amount of the straight
      life annuity under the plan commencing at age 62, with both annual amounts
      determined without applying the rules of Code
  §415.

              


      

      


      For
purposes of determining the Actuarially Equivalent amount described in this
paragraph (g)(2), to the extent that a forfeiture does not occur upon the
participant’s death before the annuity starting date:

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (A)

              	
                If
      a mortality decrement applies upon death, then an adjustment shall be made
      to reflect the probability of the participant’s death between the annuity
      starting date and the participant’s attainment of age 62. To the extent
      that a forfeiture occurs upon the participant’s death before the annuity
      starting date, an adjustment must be made to reflect the probability of
      the participant’s death between the annuity starting date and the
      participant’s attainment of age 62.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                If
      a mortality decrement does not apply upon death, then no adjustment shall
      be made to reflect the probability of the participant’s death between the
      annuity starting date and the participant’s attainment of age 62. To the
      extent that a forfeiture occurs upon the participant’s death before the
      annuity starting date, an adjustment must be made to reflect the
      probability of the participant’s death between the annuity starting date
      and the participant’s attainment of age 62. Furthermore, the Plan treats
      no forfeiture as occurring upon a participant’s death if the Plan does not
      charge participants for providing a qualified pre-retirement survivor
      annuity (QPSA) on the participant’s death, but only if the Plan applies
      this treatment both for adjustments before age 62 and adjustments after
      age 65. Thus, in computing the age-adjusted Code §415(b)(1)(A) Defined
      Benefit Dollar Limit, no adjustment is made to reflect the probability of
      a participant’s death after the annuity starting date and before age 62 or
      after age 65 and before the annuity starting
  date.

              


      

      


      Notwithstanding
any other provision of this paragraph (g)(2), the age-adjusted Code
§415(b)(1)(A) Defined Benefit Dollar Limit applicable to a participant does not
decrease on account of an increase in age or the performance of additional
service.

      


      
        	
                 
      

              	
                (3)

              	
                Adjustment
      For Benefits Commencing After Age 65. Effective as of the
      first day of the first Limitation Year beginning on or after July 1, 2007,
      for a distribution with an annuity starting date that occurs after the
      participant attains the age of 65, the age-adjusted Code §415(b)(1)(A)
      Defined Benefit Dollar Limit is determined as the actuarial equivalent of
      the annual amount of a straight life annuity commencing at the annuity
      starting date that has the same actuarial present value as a straight life
      annuity commencing at age 65, where annual payments under the straight
      life annuity commencing at age 65 are equal to the Code §415(b)(1)(A)
      Defined Benefit Dollar Limit (as adjusted pursuant to Code §415(d) and
      Regulation §1.415(d)-1 for the Limitation Year, pursuant to paragraph (1)
      above, if required), and where the Actuarially Equivalent straight life
      annuity is computed using a 5% interest rate and the applicable mortality
      table that is effective for that annuity starting date (and expressing the
      participant’s age based on completed calendar months as of the annuity
      starting date). However, if the Plan has an immediately commencing
      straight life annuity payable as of the annuity starting date and an
      immediately commencing straight life annuity payable at age 65, then the
      age-adjusted Code §415(b)(1)(A) Defined Benefit Dollar Limit is equal to
      the lesser of:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      limit as otherwise determined under this paragraph (g)(3);
    and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      amount that is equal to the Code §415(b)(1)(A) Defined Benefit Dollar
      Limit (as adjusted pursuant to Code §415(d) and Regulation §1.415(d)-1 for
      the Limitation Year, pursuant to paragraph (1) above, if required)
      multiplied by the ratio of the annual amount of the Adjusted Immediately
      Commencing Straight Life Annuity (as defined below) under the Plan to the
      Adjusted Age 65 Straight Life Annuity (as defined
  below).

              


      

      


      For
purpose of paragraph (g)(3)(B), the term “Adjusted Immediately Commencing
Straight Life Annuity” means the annual amount of the immediately commencing
straight life annuity payable to the participant, computed disregarding the
participant’s accruals after age 65 but including actuarial adjustments even if
those actuarial adjustments are applied to offset accruals, and determined
without applying the rules of Code §415. The term “Adjusted Age 65 Straight Life
Annuity” means the annual amount of the straight life annuity that would be
payable under the Plan to a hypothetical participant who is 65 years old and has
the same accrued benefit (with no actuarial increases for commencement after age
65) as the participant receiving the distribution (determined disregarding the
participant’s accruals after age 65 and without applying the rules of Code
§415).

      


      For
purposes of determining the Actuarially Equivalent amount described in this
paragraph (g)(3), to the extent that a forfeiture does not occur upon the
participant’s death before the annuity starting date, no adjustment is made to
reflect the probability of the participant’s death between the participant’s
attainment of age 65 and the annuity starting date. To the extent that a
forfeiture occurs upon the participant’s death before the annuity starting date,
an adjustment must be made to reflect the probability

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
of
the participant’s death between the participant’s attainment of age 65 and the
annuity starting date. Furthermore, if a mortality decrement does not apply upon
death, then the Plan treats no forfeiture as occurring upon a participant’s
death if the Plan does not charge participants for providing a qualified
pre-retirement survivor annuity (QPSA) on the participant’s death, but only if
the Plan applies this treatment both for adjustments before age 62 and
adjustments after age 65. Thus, in computing the age-adjusted Code §415(b)(1)(A)
Defined Benefit Dollar Limit, no adjustment is made to reflect the probability
of a participant’s death after the annuity starting date and before age 62 or
after age 65 and before the annuity starting date.

       

      
        	
                 
      

              	
                 (4)

              	
                Adjustment
      For Multi-Employer Plan. Notwithstanding
      the above, if the Plan is a multi-Employer Plan, then for Limitation Years
      beginning before January 1, 2002, the Maximum Permissible Amount will not
      exceed the Defined Benefit Compensation Limitation. In the case of a
      participant who has fewer than 10 years of service or 1-year periods of
      service with the Employer, the Defined Benefit Compensation Limitation
      shall be multiplied by a fraction, (A) the numerator of which is the
      number of years of service or 1-year periods of service (or part thereof)
      with the Employer and (B) the denominator of which is
  10.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Minimum
      Benefit Permitted. Notwithstanding
      anything else in this Section to the contrary, effective as of the first
      day of the first Limitation Year beginning on or after July 1, 2007, the
      Annual Benefit (without regard to the age at which benefits commence)
      payable with respect to a participant under this Plan is not considered to
      exceed the Defined Benefit Compensation Limitation
  if:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      benefits (other than benefits not taken into account in the computation of
      the Annual Benefit under the rules of Regulation §1.415(b)-1(b) or (c))
      payable under with respect to such participant under this Plan and all
      other defined benefit plans (regardless of whether terminated) ever
      maintained by the Employer do not in the aggregate exceed $1,000
      multiplied by the participant's number of years of service or 1-year
      periods of service or parts thereof (not to exceed 10) for the Limitation
      Year, or for any prior Limitation Year;
and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      Employer (or a predecessor Employer) has not at any time maintained a
      Defined Contribution Plan in which the participant
      participated.

              


      

      


      For
purposes of paragraph (A), the benefits payable with respect to the participant
under the Plan for a Limitation Year reflect all amounts payable under the Plan
for the Limitation Year (other than benefits not taken into account in the
computation of the Annual Benefit under the rules of Regulation §1.415(b)-1(b)
or (c)), and are not adjusted for form of benefit or commencement
date.

      


      If this
Plan is a multiemployer Plan described in Code §414(f), then this special
$10,000 exception to the Defined Benefit Compensation Limitation applies to a
participant in the multiemployer Plan described in Code §414(f) without regard
to whether that participant ever participated in one or more other plans
maintained by an Employer who also maintains the multiemployer Plan, provided
that none of such other plans were maintained as a result of collective
bargaining involving the same employee representative as the multiemployer
Plan.

      


      If a
participant is required to make mandatory employee contributions as defined in
Code §411(c)(2)(C) and Regulation §1.411(c)-1(c)(4) as a condition of
employment, as a condition of participation in the Plan, or as a condition of
obtaining benefits (or additional benefits) under the Plan attributable to
Employer contributions, then mandatory employee contributions under the Plan are
not considered a separate Defined Contribution Plan maintained by the Employer
and  the special $10,000 exception to the Defined Benefit Compensation
Limitation applies to this contributory Plan. Similarly, an individual medical
account under Code §401(h) or an account for postretirement medical benefits
established pursuant to Code §419A(d)(1) is not considered a separate Defined
Contribution Plan maintained by the Employer.

      


      
        	
                 
      

              	
                (6)

              	
                Cost
      of Living Adjustment. If the Annual
      Benefit payable to a terminated participant who has not received a
      complete distribution of the participant’s nonforfeitable accrued benefit
      is limited by either the Defined Benefit Dollar Limitation or the Defined
      Benefit Compensation Limitation, such benefit may, at the discretion of
      the Sponsoring Employer and applied in a uniform manner, be increased in
      accordance with cost of living adjustments under Code
    §415(d).

              


      

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                (l)  

              	
                Projected
      Annual Benefit. The
      term "Projected Annual Benefit" means the Annual Benefit to which the
      participant would be entitled assuming (1) the participant will continue
      employment with an Employer until normal retirement age (or current age,
      if later), and (2) the participant's compensation for the current
      Limitation Year and all other relevant factors used to determine benefits
      will remain constant for all future Limitation
  Years.

              


      

       

      
        	
                (m)  

              	
                Post-Severance
      Compensation. For
      Limitation Years beginning on or after July 1, 2007, the term
      "Post-Severance Compensation" means the amount (or, if paragraph (2), (3),
      and/or (4)  is checked, then the following amounts) that would
      have been included in the definition of compensation if the amounts were
      paid prior to the employee’s severance from employment with the Employer
      and that are paid to the employee by the later of 21⁄2 months after
      termination of employment with the Employer or the end of the Limitation
      Year that includes the employee’s date of severance from employment with
      the Employer:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Regular
      Pay after Severance from Employment. Regular pay after severance
      from employment will be considered Post-Severance Compensation
      if:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      payment is regular compensation for services during the employee’s regular
      working hours, or compensation for services outside the employee’s regular
      working hours (such as overtime or shift differential), commissions,
      bonuses, or other similar payments;
and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      payment would have been paid to the employee prior to a severance from
      employment if the employee had continued in employment with the
      Employer.

              


      

      


      
        	
                 x


              	
                (2)

              	
                Leave
      Cashouts and Deferred Compensation. If this paragraph (2) is
      checked, then leave
      cash outs and deferred compensation will be considered Post-Severance
      Compensation if the amount is
either:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Payment
      for unused accrued bona fide sick, vacation, or other leave, but only if
      the employee would have been able to use the leave if employment had
      continued; or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Received
      by an employee pursuant to a nonqualified unfunded deferred compensation
      plan, but only if the payment would have been paid to the employee at the
      same time if the employee had continued in employment with the Employer
      and only to the extent that the payment is includible in the employee’s
      gross income.

              


      

      


      
        	
                 
      o



              	
                (3)

              	
                Imputed
      Compensation when Participant Becomes Disabled in DC Plan. If this
      paragraph (3) is checked and a participant in a Defined Contribution Plan
      becomes permanently and totally disabled (as defined in Code §22(e)(3)),
      then notwithstanding anything in this Section to the contrary, Code
      §415(c)(3) Compensation will be imputed during the time that the
      participant is permanently and totally disabled. The rate that Code
      §415(c)(3) Compensation will be imputed to such participant is equal to
      the rate of Code §415(c)(3) Compensation that was paid to the participant
      immediately before becoming permanently and totally disabled. The total
      period in which Code §415(c)(3) Compensation will be imputed to a
      participant in the Defined Contribution Plan who becomes permanently and
      totally disabled will be determined pursuant to a nondiscriminatory policy
      established by the Administrator; however, if Code §415(c)(3) Compensation
      is imputed to a participant who is a highly compensated employee (as
      defined in Code §414(q) and any elections made in the Plan) pursuant to
      this paragraph, then the continuation of any non-safe harbor non-elective
      contributions to such participant will be for a fixed or determinable
      period pursuant to Code
§415(c)(3)(C).

              


      

      


      
        	
                   o

              	
                (4)

              	
                Continuation
      of Compensation while in Qualified Military Service. If this
      paragraph (4) is checked, then notwithstanding anything in this Section to
      the contrary, Code §415(c)(3) Compensation includes payments to an
      individual who does not currently perform services for the Employer by
      reason of qualified military service (as that term is used in Code
      §414(u)(1)), to the extent those payments do not exceed the amounts the
      individual would have received if the individual had continued to perform
      services for the Employer rather than entering qualified military
      service.

              


      

       

      
        	
                (n)  

              	
                Year
      of Participation. The
      term "Year of Participation" means a 12-month accrual computation period
      (computed to fractional parts of a year) in which the following conditions
      are met: (1) the participant is credited with at least the number of Hours
      of Service (or Period of Service if the elapsed time method is used) for
      benefit accrual purposes, required under the Plan to accrue a benefit for
      the accrual computation period, and (2) the participant is included as a
      participant under the eligibility provisions of the Plan for at least one
      day of the

              


      

       

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      accrual
computation period. If these two conditions are met, the portion of a Year of
Participation credited to the participant will equal the amount of benefit
accrual service credited to the participant for such accrual computation period.
A participant who is permanently and totally disabled within the meaning of Code
§415(c)(3)(C)(i) for an accrual computation period will receive a Year of
Participation with respect to that period. In addition, for a participant to
receive a Year of Participation (or part thereof) for an accrual computation
period, the Plan must be established no later that the last day of such
computation period. In no event will more than one Year of Participation be
credited for any 12-month period.

      
 

      Se   
Section 3 .  Retroactive Revocation of
Prior Amendment on account of the Heinz Decision

      
        
          

        



      


      
        	
                3.1  

              	x 	
                Not
      Applicable. The Plan was not amended
      impermissibly to restrict the form or timing of distributions from the
      Plan.

              


      

      


      
        	
                3.2  

              	o 	
                Effective
      Date. This
      Section is effective as of
      _______________________________________.

              


      

      


      
        	
                3.3  

              	
                Retroactive
      Revocation. If Section 3.2 is checked, then the Original Amendment
      is hereby revoked retroactively with respect
to:

              


      

      


      
        	
                 
      

              	o 	
                All
      Accrued Benefits. Benefits that had accrued as the Applicable
      Amendment Date and benefits that have accrued after the Applicable
      Amendment Date.

              


      

      


      
        	
                 
      

              	o 	
                Only
      Accrued Benefits as the Applicable Amendment Date. Benefits that
      had accrued as the Applicable Amendment Date. Benefits that have accrued
      after the Applicable Amendment Date will continue to be subject to the
      restrictions with respect to the form or timing of distributions from the
      Plan as enumerated in the Original
Amendment.

              


      

      


      
        	
                3.4  

              	
                Effect
      of Revocation. If
      Section 3.2 is checked, then the following provisions
    apply:

              


      

       

      
        	
                (a)  

              	
                Benefits
      to Affected Participants. Benefit payments (including any
      appropriate interest or actuarial increase) will resume to Affected
      Participants on the execution date of this amendment in the applicable
      optional form of benefit. Furthermore, if the Plan is a defined benefit
      plan, then the Plan will comply with the requirements of Regulation
      §1.417(e)-1 (rules relating to retroactive annuity starting dates),
      including a makeup payment to each Affected Participant equal to the
      amount of the monthly payments due since Applicable Amendment Date, with
      appropriate interest.

              


      

       

      
        	
                (b)  

              	
                Opportunity for
      Eligible Participants. An
      Eligible Participant must be given an opportunity to elect retroactively
      the commencement of payment of benefits as of the first date on which (a)
      this Section 3 is effective and (b) the participant was eligible to
      commence receipt of benefits. Furthermore, if the Plan is a defined
      benefit plan, then the Plan will comply with the requirements of
      Regulation §1.417(e)-1 (rules relating to retroactive annuity starting
      dates). The following provisions apply to Eligible
      Participants:

              


      

       

      
        	
                 
      

              	
                 (1)

              	
                Election
      Period. The election period begins within a reasonable time period
      after Eligible Participants have received notification of the option in
      accordance with paragraph (2) below and ends no sooner than six months
      after notification. Reasonable efforts must be taken to notify all
      Eligible Participants, including the use of the Internal Revenue Service
      Letter Forwarding Program.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Notification
      Requirement. The
      Plan must provide notice of the option set forth in this paragraph (b) to
      each Eligible Participants. In addition to satisfying any generally
      applicable notice requirements, the notice of the option to commence
      payment of benefits must be designed to be readily understandable by the
      average Plan participant. The notice must explain the option to commence
      retroactive payment of benefits and the period for making the election as
      described in paragraph (1).

              


      

      


      
        	
                3.5  

              	
                Definitions.
      If Section 3.2 is checked, then the following definitions apply to this
      Section:

              


      

       

      
        	
                (a)  

              	
                Affected
      Participant. The
      term “Affected Participant” means either (1) a participant who commenced
      receipt of benefits and whose benefit payments had ceased as a result of
      the Original Amendment, or (2) a participant who had applied for benefits
      (including election of the optional form of benefit) and whose application
      for

              


      

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      benefits (including the form of payment) either was approved but
benefits were suspended before payments commenced as a result of the Original
Amendment, or was denied as a result of the Original Amendment.

       

      
        	
                (b)  

              	
                Applicable
      Amendment Date. The
      term “Applicable Amendment Date” means the later of the effective date of
      the Original Amendment or the date that the Original Amendment was
      adopted.

              


      

       

      
        	
                (c)  

              	
                Eligible
      Participant. The
      term “Eligible Participant” is a participant
  who:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                At
      any time after the Applicable Amendment Date, was eligible to commence the
      receipt of benefits under the Plan, determined without regard to the
      suspension of benefit provisions of the Original
  Amendment;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                At
      the same time, engaged in service for which benefits were not permitted to
      commence, as determined taking into account the Original Amendment;
      and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Is
      not an Affected Participant (e.g., is a participant
      who did not apply for benefits).

              


      

       

      
        	
                (d)  

              	
                Original
      Amendment. The
      term “Original Amendment” means a previously-executed amendment that
      impermissibly restricted the form or timing of distributions from the
      Plan.

              


      

       

       

      Section
4.   Modification to Applicable Mortality
Table and Applicable Interest Rate under Code §417(e)

      
        
          

        
 

      


      
        	
                4.1  

              	 x	
                Not
      Applicable. The Plan is not a defined benefit
      plan.

              


      

      


      
        	
                4.2  

              	 o	
                Change
      to Applicable Mortality Table and Applicable Interest Rate under Code
      §417(e). The
      following provisions apply to a participant’s annuity starting date that
      occur on or after the first day of the first plan year beginning in
      2008:

              


      

      


      
        	
                (a)  

              	
                Code
      §417(e)(3) GATT Applicable Mortality Table. Notwithstanding any
      other Plan provisions to the contrary, the applicable mortality table used
      for purposes of adjusting any benefit under the limitations of Code
      §415(b)(2)(B), (C), or (D) and the applicable mortality table used for
      purposes of satisfying the requirements of Code §417(e)(3) is the
      applicable §417(e)(3) mortality table that applies to distributions with
      annuity starting dates (other than a retroactive annuity starting date) on
      that date. For a plan year that begins in 2008, the applicable mortality
      table is the “2008 Applicable Mortality Table” as provided by Revenue
      Ruling 2007-67, which is based upon a fixed blend of 50 percent of the
      static male combined mortality rates and 50 percent of the static female
      combined mortality rates published in proposed Regulation §1.430(h)(3)-1
      for valuation dates occurring in 2008; such mortality table shows, for
      each age, the number living based upon a starting population of one
      million lives at age 1 (lx), and the annual
      rate of mortality (qx). The applicable
      §417(e)(3) mortality table for each subsequent year (the “Subsequent
      Applicable Mortality Table”) will be provided by the Treasury; will
      generally be determined from the Code §430(h)(3)(A) mortality tables on
      the same basis as the 2008 Applicable Mortality Table; and will
      automatically apply to distributions with annuity starting dates (other
      than a retroactive annuity starting date) to which the specific Subsequent
      Applicable Mortality Table applies, without the necessity of amending the
      Plan.

              


      

      


      
        	
                (b)  

              	
                Code
      §417(e)(3) GATT Applicable Interest Rate. Notwithstanding any
      other Plan provisions to the contrary, the applicable interest rate is the
      adjusted first, second, and third segment rates applied under rules
      similar to the rules of Code §430(h)(2)(C) for the month before the date
      of distribution or such other time as the Treasury may by Regulations
      prescribe. For purposes of the prior sentence, the adjusted first, second,
      and third segment rates are the first, second, and third segment rates
      which would be determined under Code §430(h)(2)(C)
  if:

              


      

      


      
        	
                 
      

              	
                 (1)

              	
                Code
      §430(h)(2)(D) were applied by substituting the average yields for the
      month described in clause (2) for the average yields for the 24-month
      period described in such section;

              


      

      


      
        	
                 
      

              	
                 (2)

              	
                Code
      §430(h)(2)(G)(i)(II) were applied by substituting “Code
      §417(e)(3)(A)(ii)(II)” for “Code §412(b)(5)(B)(ii)(II)”;
    and

              


      

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (3)

              	
                The
      applicable percentage under Code §430(h)(2)(G) were determined according
      to the following table:

              


      

      


      
        	
                In
      the case of plan

                years
      beginning:

              	
                The
      applicable

                percentage
      is:

              
	
                2008

              	
                20%

              
	
                2009

              	
                40%

              
	
                2010

              	
                60%

              
	
                2011

              	
                80%

              


      

      


       

       

      Section 5.   Modification
to Normal Retirement Age


      
      

      
        
          

        

      

      
 

      
        	
                5.1  

              	 o	
                Not
      Applicable. The Plan’s definition of Normal
      Retirement Age complies Regulation §1.401(a)-1 that was issued June
      11, 2007.

              


      

      


      
        	
                5.2  

              	x 	
                Not
      Applicable. The Plan is not subject to Code
      §412. Even though the Plan’s Normal Retirement Age may not comply with
      Regulation §1.401(a)-1 that was issued June
      11, 2007, the Sponsoring Employer elects not to amend the Plan’s
      definition of Normal
      Retirement Age.

              


      

      


      
        	
                5.3  

              	o 	
                Effective
      Date. This
      Section is effective as of _______________________________________. (Note: This date is generally
      May 22,
      2007,
      but may be a later date based upon the guidance of
      Notice 2007-69. In the case of a governmental plan (as defined in Code
      §414(d)), this date is the
      first day of the first plan year beginning on or after January 1, 2009. In
      the case of a plan maintained pursuant to one or more collective
      bargaining agreements that have been ratified and are in effect on May 22,
      2007, this date is the first day of the first plan year that begins after
      the last of the agreements terminates determined without regard to any
      extension thereof (or, if earlier, May 22,
  2010).

              


      

      


      
        	
                5.4  

              	
                Modification
      of the Definition of Normal Retirement Age. If Section 5.3 is
      checked, then the Plan’s definition of Normal Retirement Age is amended as
      follows: (Choose
      one)

              


      

      


      
        	
                 
      

              	o 	
                Age
      Only. The term “Normal
      Retirement Age” means the time that a participant attains the age of
      ___________.

              


      

      


      
        	
                 
      

              	o 	
                Age
      and Participation. The term “Normal
      Retirement Age” means the later of (a) the time that a participant attains
      the age of ___________, or (b) the ___________ anniversary of the time
      that a participant commenced participation in the Plan. (Note: The blank of clause (b)
      cannot exceed 5th)

              


      

      


      
        	
                 
      

              	o 	
                Other. The term “Normal
      Retirement Age” means
      ________________________________________________.

              


      

      


      
        	
                5.5  

              	
                Limited
      Exemption from Code §411(d)(6). If Section 5.3 is
      checked, then although this Section amends the Normal Retirement Age under
      the Plan to a later Normal Retirement Age pursuant to Regulation
      §1.401(a)-1(b)(2) which may eliminate a right to an in-service
      distribution prior to the amended Normal Retirement Age, this Section does
      not violate Code §411(d)(6) pursuant to Regulation §1.411(d)-4,
      Q&A-12.

              


      

      


      
        	
                5.6  

              	
                No
      Exemption from Other Code Provisions. If
      (a) Section 5.3 is checked and (b) this Section 5.6 is applicable, then
      since the Plan and this Section are not exempt from the requirements of
      Code §411(a)(9) (if the Plan is a defined benefit plan, then requiring
      that the Plan’s normal retirement benefit not be less than the greater of
      any early retirement benefit payable under the Plan or the benefit under
      the Plan commencing at Normal Retirement Age), Code §411(a)(10) (if this
      Section changes the Plan’s vesting rules), Code §411(d)(6) (other than
      elimination of the right to an in-service distribution prior to the
      amended Normal Retirement Age), and/or Code §4980F (if the Plan is a
      defined benefit plan, then relating to a reduction in the rate of future
      benefit accruals), the following provision(s) are amended and/or added to
      the Plan:

              


      

      


      
        	
                 
      

              	o 	
                Not
      Applicable. The provisions of
      this Section 5.6 have been satisfied and/or are not applicable, and
      provisions are not required to be amended and/or added to the
      Plan.

              


      

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	o 	
                Plan
      Provision(s):
      _________________________________________________________________________.
      

                (Note: Describe Plan
      provision(s) that will cure any violation of the Code provisions of this
      Section 5.6. For example, if the pre-amended Normal Retirement Age was age
      40, then the Plan may need a provision that  provides that all
      participants who are participating in the Plan and who attain age 40 will
      become 100% vested in their accounts/accrued
    benefits.)

              


      

      


       

      Section
6.    Elimination of Gap Period Income on Excess
Contributions and Excess Aggregate Contributions


      
      

      
        
          

        

      

      
 

      
        	
                6.1  

              	x 	
                Not
      Applicable. The Plan is not a 401(k) plan as
      described in Code §401(k)(2) or a 401(m) plan as described in Code
      §401(m).

              


      

      


      
        	
                6.2  

              	o 	
                Not
      Applicable. Even though the Plan is a 401(k)
      plan as described in Code §401(k)(2) and/or a 401(m) plan as described in
      Code §401(m), the Sponsoring Employer elects that the Plan will retain the
      calculation of gap period income on excess contributions and/or excess
      aggregate contributions.

              


      

      


      
        	
                6.3  

              	o 	
                Effective
      Date. This
      Section is effective as of _______________________________________. (Note: This date cannot be
      earlier than the first day of the first plan year beginning on or after
      January 1, 2008)

              


      

      


      
        	
                6.4  

              	
                Elimination
      of Gap Period Income. If Section 6.3 is checked, then
      the following provisions apply: (check all
      that apply)

              


      

      


      
        	
                 
      

              	o 	
                Elimination
      of Gap Period Income for Excess Contributions. If this paragraph is
      checked, then excess contributions as defined in Regulation §1.401(k)-6
      will be adjusted for any income or loss up to the last day of the plan
      year, without considering the gap period (the period between the end of
      the plan year and the date of distribution) or any adjustment for income
      or loss during the gap period.

              


      

      


      
        	
                 
      

              	o 	
                Elimination
      of Gap Period Income for Excess Aggregate Contributions. If
      this paragraph is checked, then excess aggregate contributions as defined
      in Regulation §1.401(m)-5 will be adjusted for any income or loss up to
      the last day of the plan year, without considering the gap period (the
      period between the end of the plan year and the date of distribution) or
      any adjustment for income or loss during the gap
  period.

              


      

       

      
Section 7.   Modification
in Methodology to Determine the Amount of S-Corp Stock for an ESOP

      
        
          

        

         

      

      
      

      


      
        	
                7.1  

              	o 	
                Not
      Applicable. The Plan is not an
      ESOP.

              


      

      


      
        	
                7.2  

              	x 	
                Not
      Applicable. Even though the Plan is an ESOP,
      the Sponsoring Employer elects not to adopt this discretionary amendment
      of Section 7.

              


      

      


      
        	
                7.3  

              	o 	
                Effective
      Date. This
      Section is effective as of _______________________________________. (Note: This date cannot be
      earlier than the first day of the first plan year beginning on or after
      January 1, 2007)

              


      

      


      
        	
                7.4  

              	
                Prohibited
      Allocation of Company Stock of an S Corporation. If
      Section 7.3 is checked, then notwithstanding any provision of this Plan to
      the contrary, no portion of the assets of the Plan attributable to (or
      allocable in lieu of) company stock issued by an S corporation may, during
      a nonallocation year, be allocated directly or indirectly for the benefit
      of any disqualified person under this Plan or under any other qualified
      plan of the Employer, subject to the following
  provisions:

              


      

      


      
        	
                (a)  

              	
                Nonallocation
      Year. The term
      "nonallocation year" means any plan year in which (1) the Plan holds
      company stock of an S corporation, and (2) "disqualified persons" own at
      least 50% of such company stock. In determining ownership under clause
      (2), the rules of Code §318(a) will apply, except that in applying Code
      §318(a)(1), the members of an individual's family will include members of
      the family described in subparagraph (4) below, and Code §318(a)(4) will
      not apply. In addition, notwithstanding the employee trust exception in
      Code §318(a)(2)(B)(i), an individual will be treated as owning
      deemed-owned shares of the individual, and solely for purposes of applying
      subparagraph (e) below, this subparagraph will be applied after the
      attribution rules of subparagraph (e) have been
  applied.

              


      

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)  

              	
                Disqualified
      Person. The term
      "disqualified person" means any person whose number of deemed-owned shares
      in the S corporation is at least 10% of the deemed-owned shares in such
      corporation, or whose number of shares of deemed-owned shares in the S
      corporation, when aggregated with the deemed-owned shares of his or her
      family members, is at least 20% of the number of deemed-owned shares of
      stock in the S corporation. Any member of a disqualified person's family
      with deemed-owned shares will be treated as a disqualified person if not
      otherwise treated as a disqualified person under this
      subparagraph.

              


      

      


      
        	
                (c)  

              	
                Deemed-Owned
      Shares. The term
      "deemed-owned shares" means, with respect to any person, (1) company stock
      of the S corporation which is allocated to such person under the Plan, and
      (2) the person's share of such company stock which is held by the Plan but
      is not allocated to participants. A person's share of unallocated S
      corporation company stock held by the Plan is the amount of such
      unallocated company stock which would be allocated to him or her if such
      unallocated company stock were allocated to all participants in the same
      proportion as the most recent company stock allocation under the
      Plan.

              


      

      


      
        	
                (d)  

              	
                Member
      of the Family. The term "member of
      the family" means, with respect to any individual, (1) the spouse of the
      individual; (2) an ancestor or lineal descendant of the individual or the
      individual's spouse; (3) a brother or sister of the individual or his or
      her spouse and any lineal descendant of the brother or sister; and (4) the
      spouse of any individual described in clause (2) or (3). However, a spouse
      who is legally separated from such individual under a decree of divorce or
      separate maintenance will not be treated as such individual's
      spouse.

              


      

      


      
        	
                (e)  

              	
                Treatment
      of Synthetic Equity. For purposes of
      subparagraphs (a) and (b), in the case of a person who owns synthetic
      equity in the S corporation, except to the extent provided in regulations,
      the shares of stock in the corporation on which the synthetic equity is
      based will be treated as outstanding stock in the corporation and
      deemed-owned shares of such person if the treatment of synthetic equity of
      one or more such persons results in (1) the treatment of any person as a
      disqualified person, or (2) the treatment of any year as a nonallocation
      year. For purposes hereof, synthetic equity is treated as owned by a
      person in the same manner as stock is treated as owned by a person under
      Code §318(a)(2) and (3). If, without regard to this subparagraph, a person
      is treated as a disqualified person or a year is treated as a
      nonallocation year, this subparagraph will not be construed to result in
      the person or year not being so
treated.

              


      

      


      
        	
                (f)  

              	
                Synthetic
      Equity. The term "synthetic
      equity" means any stock option, warrant, restricted stock, deferred
      issuance stock right, or similar interest or right that gives the holder
      the right to acquire or receive stock of the S corporation in the future.
      Except to the extent provided in Regulations, synthetic equity also
      includes a stock appreciation right, phantom stock unit, or similar right
      to a future cash payment based on the value of such stock or appreciation
      in such value.

              


      

      


      


      


      
 

      


      


      


      


      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      


       

      Se   
Section 8 .  Signature
Provisions

      
        
          

        
 

      


      
        	
                8.1  

              	
                Signature
      of the Authorized Representative of the Sponsoring
    Employer:

              


      

      


      


      By    /s/
Cristin K.
Reid                 
                                                                            Date:  January 1,
2008

      


      


      Print
Name:  Cristin K.
Reid                                                                                        Title:  Corporate
President

      


       


      
        
           


        

        
          23