exhibit10_19.htm


    
      

      

    


    Exhibit 10.19

     

    


     

    


     

    


     

    APPLETON
PAPERS

     

    RETIREMENT
SAVINGS AND

     

    EMPLOYEE
STOCK OWNERSHIP

     

    PLAN

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    (As
Amended Through September 19, 2006)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS RETIREMENT SAVINGS AND

     

    EMPLOYEE
STOCK OWNERSHIP PLAN

     

    (As Amended Through September 19,
2006)

     

    TABLE OF
CONTENTS

     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                ARTICLE
      1: DEFINITIONS

              	
                6

              
	
                1.1

              	
                ACP

              	
                6

              
	
                1.2

              	
                Actual
      Contribution Ratio

              	
                6

              
	
                1.3

              	
                Actual
      Deferral Ratio

              	
                6

              
	
                1.4

              	
                ADP

              	
                7

              
	
                1.5

              	
                Affiliate

              	
                7

              
	
                1.6

              	
                Annual
      Additions

              	
                7

              
	
                1.7

              	
                Bargaining
      Unit Employee

              	
                8

              
	
                1.8

              	
                Beneficiary

              	
                8

              
	
                1.9

              	
                Closing
      Date

              	
                8

              
	
                1.1

              	
                Code

              	
                9

              
	
                1.11

              	
                Combined
      Account

              	
                9

              
	
                1.12

              	
                Committee

              	
                9

              
	
                1.13

              	
                Company

              	
                9

              
	
                1.14

              	
                Company
      Stock

              	
                9

              
	
                1.15

              	
                Compensation

              	
                10

              
	
                1.16

              	
                Covered
      Compensation

              	
                10

              
	
                1.17

              	
                Date
      of Employment

              	
                10

              
	
                1.18

              	
                Date
      of Severance

              	
                10

              
	
                1.19

              	
                Disability

              	
                11

              
	
                1.2

              	
                Elective
      Account

              	
                11

              
	
                1.21

              	
                Elective
      Contributions

              	
                11

              
	
                1.22

              	
                Elective
      Deferrals

              	
                11

              
	
                1.23

              	
                Employee

              	
                11

              
	
                1.24

              	
                Entry
      Date

              	
                12

              
	
                1.25

              	
                ERISA

              	
                12

              
	
                1.26

              	
                ESOP
      Accounts

              	
                12

              
	
                1.27

              	
                ESOP
      Cash Account

              	
                12

              
	
                1.28

              	
                ESOP
      Component

              	
                12

              
	
                1.29

              	
                ESOP
      Elective Account

              	
                12

              
	
                1.3

              	
                ESOP
      Loan Account

              	
                13

              
	
                1.31

              	
                ESOP
      Matching Account

              	
                13

              
	
                1.32

              	
                ESOP
      Profit Sharing Account

              	
                13

              
	
                1.33

              	
                ESOP
      Rollover Account

              	
                13

              
	
                1.34

              	
                ESOP
      Stock Account

              	
                13

              
	
                1.35

              	
                ESOP
      Transfer Account

              	
                13

              
	
                1.36

              	
                Exempt
      Loan

              	
                14

              
	
                1.37

              	
                FMV
      of Company Stock

              	
                14

              
	
                1.38

              	
                Former
      Participant

              	
                14

              
	
                1.39

              	
                Fund

              	
                14

              
	
                1.4

              	
                HCE

              	
                14

              
	
                1.41

              	
                Hour
      of Service

              	
                15

              
	
                1.42

              	
                Independent
      Appraiser

              	
                15

              
	
                1.43

              	
                Investment
      Fund

              	
                16

              
	
                1.44

              	
                Limitation
      Year

              	
                16

              
	
                1.45

              	
                Matching
      Account

              	
                16

              
	
                1.46

              	
                Matching
      Contributions

              	
                16

              
	
                1.47

              	
                MSP

              	
                16

              
	
                1.48

              	
                Non-ESOP
      Accounts

              	
                16

              
	
                1.49

              	
                Non-ESOP
      Component

              	
                16

              
	
                1.5

              	
                Non-ESOP
      Loan Account

              	
                16

              
	
                1.51

              	
                NHCE

              	
                17

              
	
                1.52

              	
                Participant
      Loan

              	
                17

              
	
                1.53

              	
                Participant

              	
                17

              
	
                1.54

              	
                Pay
      Period; Pay Date

              	
                17

              
	
                1.55

              	
                Period
      of Service

              	
                17

              
	
                1.56

              	
                Period
      of Severance

              	
                17

              
	
                1.57

              	
                Plan

              	
                18

              
	
                1.58

              	
                Plan
      Administrator

              	
                18

              
	
                1.59

              	
                Plan
      Year

              	
                18

              
	
                1.6

              	
                Profit
      Sharing Account

              	
                18

              
	
                1.61

              	
                Profit
      Sharing Contribution

              	
                18

              
	
                1.62

              	
                Related
      Company

              	
                19

              
	
                1.63

              	
                Retirement

              	
                19

              
	
                1.64

              	
                Rollover
      Account

              	
                19

              
	
                1.65

              	
                Rollover
      Contribution

              	
                19

              
	
                1.66

              	
                Savings
      Percentage

              	
                19

              
	
                1.67

              	
                Service

              	
                20

              
	
                1.68

              	
                Suspense
      Account

              	
                20

              
	
                1.69

              	
                Temporary
      Employee

              	
                20

              
	
                1.7

              	
                Trust
      Agreement

              	
                20

              
	
                1.71

              	
                Trustee

              	
                20

              
	
                1.72

              	
                Valuation
      Date

              	
                20

              
	
                ARTICLE
      2: PARTICIPATION

              	
                21

              
	
                2.1

              	
                Eligibility

              	
                21

              
	
                2.2

              	
                Terms
      of Participation

              	
                21

              
	
                2.3

              	
                Transferred
      Employees

              	
                22

              
	
                2.4

              	
                Reemployment

              	
                23

              
	
                2.5

              	
                Bargaining
      Unit Employees

              	
                23

              
	
                2.6

              	
                Leased
      Employees

              	
                23

              
	
                2.7

              	
                Adoption
      by Affiliate

              	
                24

              
	
                ARTICLE
      3: COMPANY CONTRIBUTIONS

              	
                24

              
	
                3.1

              	
                Matching
      Contributions

              	
                24

              
	
                3.2

              	
                Discretionary
      Profit Sharing Contribution

              	
                26

              
	
                3.3

              	
                Time
      and Medium of Payment of Contributions; Allocation Rules

              	
                26

              
	 
      	 
      	 
      
	
                3.4

              	
                Reinstatements

              	
                27

              
	
                3.5

              	
                Contributions
      Conditioned on Deductibility

              	
                28

              
	
                3.6

              	
                Rollover
      Contributions

              	
                28

              
	
                3.7

              	
                Prohibited
      Allocations of Stock in an S Corporation

              	
                29

              
	
                ARTICLE
      4: VESTING

              	
                29

              
	
                4.1

              	
                Fully
      Vested Accounts

              	
                29

              
	
                4.2

              	
                Accounts
      Subject to Vesting Schedule

              	
                29

              
	
                4.3

              	
                Special
      Vesting Rules

              	
                29

              
	
                ARTICLE
      5: LIMITATIONS ON CONTRIBUTIONS

              	
                30

              
	
                5.1

              	
                Limitation
      on Elective Deferrals

              	
                30

              
	
                5.2

              	
                ADP
      Limitation

              	
                31

              
	
                5.3

              	
                ACP
      Limitation

              	
                33

              
	
                5.4

              	
                Maximum
      Limitations on Annual Additions

              	
                34

              
	
                5.5

              	
                Deduction
      Limitation

              	
                35

              
	
                ARTICLE
      6: THE FUND, INVESTMENTS, AND ACCOUNTING

              	
                35

              
	
                6.1

              	
                Trust
      Fund

              	
                35

              
	
                6.2

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

              	
                36

              
	
                6.3

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

              	
                37

              
	
                6.4

              	
                Participants’
      Designation of Investment in Company Stock

              	
                37

              
	
                6.5

              	
                Diversification
      of ESOP Accounts

              	
                38

              
	
                6.6

              	
                Reserved

              	
                40

              
	
                6.7

              	
                Allocation
      and Crediting of Employer Contributions

              	
                40

              
	
                6.8

              	
                Valuation
      of Investment Funds and Adjustment of Non-ESOP Accounts

              	
                40

              
	
                6.9

              	
                Adjustment
      of ESOP Accounts

              	
                40

              
	
                6.1

              	
                Former
      Participants and Beneficiaries

              	
                42

              
	
                6.11

              	
                Participant
      Loans

              	
                42

              
	
                6.12

              	
                Exempt
      Loans

              	
                45

              
	
                ARTICLE
      7: DISTRIBUTION

              	
                48

              
	
                7.1

              	
                Distribution
      Options for Participants who Retire or Incur a Disability

              	
                48

              
	
                7.2

              	
                Distribution
      Options Upon Death

              	
                49

              
	
                7.3

              	
                Distribution
      Options Upon Termination of Employment/Permanent Layoff

              	
                49

              
	
                7.4

              	
                Form
      of Distributions

              	
                50

              
	
                7.5

              	
                Forfeitures

              	
                50

              
	
                7.6

              	
                Amount
      of Distribution

              	
                51

              
	
                7.7

              	
                Participant’s
      Right to Consent to Distributions

              	
                51

              
	
                7.8

              	
                Time
      When Distributions Must Commence

              	
                52

              
	
                7.9

              	
                Hardship

              	
                56

              
	
                7.1

              	
                Inability
      to Locate Distributee

              	
                58

              
	
                7.11

              	
                Restrictions
      on In-Service Distributions

              	
                58

              
	
                7.12

              	
                Direct
      Rollovers

              	
                58

              
	
                7.13

              	
                Qualified
      Domestic Relations Orders

              	
                59

              
	
                ARTICLE
      8: ADMINISTRATION OF THE PLAN

              	
                59

              
	 
      	 
      	 
      
	
                8.1

              	
                Appointment
      of ESOP Committee

              	
                59

              
	
                8.2

              	
                Named
      Fiduciaries

              	
                60

              
	
                8.3

              	
                Allocation
      of Fiduciary and Other Responsibilities

              	
                60

              
	
                8.4

              	
                Quorum
      and Voting; Procedures

              	
                61

              
	
                8.5

              	
                Service
      in Multiple Capacities

              	
                61

              
	
                8.6

              	
                Powers
      and Authority

              	
                61

              
	
                8.7

              	
                Powers
      of Plan Administrator

              	
                61

              
	
                8.8

              	
                Powers
      of Committee

              	
                62

              
	
                8.9

              	
                Advisors

              	
                63

              
	
                8.1

              	
                Powers
      Not Exclusive

              	
                63

              
	
                8.11

              	
                Limitation
      of Liability; Indemnity

              	
                63

              
	
                ARTICLE
      9: AMENDMENT OF THE PLAN

              	
                63

              
	
                9.1

              	
                Amendment

              	
                63

              
	
                ARTICLE
      10: TERMINATION OF THE PLAN; MERGER

              	
                64

              
	
                10.1

              	
                Termination

              	
                64

              
	
                10.2

              	
                Plan
      Merger

              	
                64

              
	
                ARTICLE
      11: LIMITATION OF RIGHTS OF PARTICIPANTS, FORMER  PARTICIPANT
      & BENEFICIARIES

              	
                65

              
	
                11.1

              	
                No
      Employment Rights

              	
                65

              
	
                11.2

              	
                Spendthrift
      Clause

              	
                65

              
	
                11.3

              	
                Incompetents

              	
                65

              
	
                11.4

              	
                Minors

              	
                65

              
	
                11.5

              	
                Doubt
      as to Identity

              	
                66

              
	
                11.6

              	
                Discharge
      of Liability

              	
                66

              
	
                ARTICLE
      12: TOP-HEAVY PROVISIONS

              	
                66

              
	
                12.1

              	
                Application
      of Article 12

              	
                66

              
	
                12.2

              	
                Top-Heavy
      Determination

              	
                66

              
	
                12.3

              	
                Reserved

              	
                66

              
	
                12.4

              	
                Minimum
      Contributions

              	
                67

              
	
                12.5

              	
                Reserved

              	
                67

              
	
                12.6

              	
                Definitions

              	
                67

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

              	
                69

              
	
                13.1

              	
                Right
      of First Refusal

              	
                69

              
	
                13.2

              	
                Put
      Option

              	
                69

              
	
                13.3

              	
                Share
      Legend; Other Restrictions

              	
                70

              
	
                13.4

              	
                Nonterminable
      Rights

              	
                70

              
	
                ARTICLE
      14: VOTING AND TENDERING OF STOCK

              	
                70

              
	
                14.1

              	
                Voting
      of Company Stock

              	
                70

              
	
                14.2

              	
                Tendering
      of Company Stock

              	
                71

              
	 
      	 
      	 
      
	
                ARTICLE
      15: MISCELLANEOUS

              	
                71

              
	
                15.1

              	
                Severability

              	
                71

              
	
                15.2

              	
                Captions

              	
                71

              
	
                15.3

              	
                Construction

              	
                71

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      




     

    APPLETON
PAPERS RETIREMENT SAVINGS AND

     

    EMPLOYEE
STOCK OWNERSHIP PLAN

     

    (As
Amended Through September 19, 2006)

     

    INTRODUCTION

     

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

     

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

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    The
benefits of Participants who terminated employment prior to the effective date
of said restatement shall be determined under the terms of the Plan in effect at
their termination of employment.  The Plan has been and continues to
be administered and operated in accordance with relevant provisions of the Code
and other applicable laws and regulations.

     

    The Plan,
as so restated, and as subsequently amended through September 19, 2006, reads as
follows.

     

    ARTICLE
1:

     

    DEFINITIONS

     

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

     

     

    
      	
              1.1

            	
              ACP

            


    

     

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

     

     

    1.2           Actual
Contribution Ratio

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              1.3

            	
              Actual
      Deferral Ratio

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              1.4

            	
              ADP

            


    

     

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

     

     

    
      	
              1.5

            	
              Affiliate

            


    

     

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

     

     

    
      	
              1.6

            	
              Annual
      Additions

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              employer
      contributions,

            


    

     

    
      	
               
      

            	
              (2)

            	
              Employee
      contributions,

            


    

     

    
      	
               
      

            	
              (3)

            	
              forfeitures,

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              The
      term Annual Additions shall not include any Rollover Contribution made by
      a Participant under the Plan.

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              1.7

            	
              Bargaining
      Unit Employee

            


    

     

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

     

     

    
      	
              1.8

            	
              Beneficiary

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              1.9

            	
              Closing
      Date

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.10           Code

     

    The word
“Code” means the Internal Revenue Code of 1986, as amended.

     

     

    
      	
              1.11

            	
              Combined
      Account

            


    

     

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

     

     

    
      	
              1.12

            	
              Committee

            


    

     

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

     

     

    
      	
              1.13

            	
              Company

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              1.14

            	
              Company
      Stock

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.15           Compensation

     

    
      	
              (a)

            	
              The
      word ‘Compensation’ means, for any Limitation Year, the total wages,
      salaries, fees and other amounts received by or made available to a
      Participant for personal services actually rendered in the course of
      employment with the Company, as determined under regulations implementing
      Section 415 of the Code, and shall include, (i) any elective deferral (as
      defined in Code Section 402(g)(3)), and (ii) any amount which is
      contributed or deferred by the Company at the election of the Participant
      and which is not includible in the gross income of the Participant by
      reason of Code Sections 125, 132(f)(4) or
457.

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              1.16

            	
              Covered
      Compensation

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              In
      addition to other applicable limitations set forth in the Plan, and
      notwithstanding any other provision of the Plan to the contrary, the
      annual Covered Compensation of each Participant taken into account in
      determining allocations for any Plan Year shall not exceed $220,000, as
      adjusted for cost-of-living increases in accordance with Section
      401(a)(17)(B) of the Code.  Annual Covered Compensation means
      compensation during the Plan Year or such other consecutive 12-month
      period over which compensation is otherwise determined under the Plan (the
      determination period).  The cost-of-living adjustment in effect
      for a calendar year applies to annual compensation for the determination
      period that begins with or within such calendar
  year.

            


    

     

     

    
      	
              1.17

            	
              Date
      of Employment

            


    

     

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

     

     

    
      	
              1.18

            	
              Date
      of Severance

            


    

     

    
      	
              (a)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (1)

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

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

     

    
      	
              1.19

            	
              Disability

            


    

     

    The term
“Disability” means total and permanent physical or mental disability, as
evidenced by:  (1) receipt of a Social Security disability pension,
(2) receipt of disability payments under the Company’s long-term disability
program, or (3) medical proof to the satisfaction of the Plan
Administrator.

     

     

    
      	
              1.20

            	
              Elective
      Account

            


    

     

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

     

     

    
      	
              1.21

            	
              Elective
      Contributions

            


    

     

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

     

     

    
      	
              1.22

            	
              Elective
      Deferrals

            


    

     

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

     

     

    
      	
              1.23

            	
              Employee

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              1.24

            	
              Entry
      Date

            


    

     

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

     

     

    
      	
              1.25

            	
              ERISA

            


    

     

    The term
“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.

     

     

    
      	
              1.26

            	
              ESOP
      Accounts

            


    

     

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

     

     

    
      	
              1.27

            	
              ESOP
      Cash Account

            


    

     

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

     

     

    
      	
              1.28

            	
              ESOP
      Component

            


    

     

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

     

     

    
      	
              1.29

            	
              ESOP
      Elective Account

            


    

    
       

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

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
    

    
      	
              1.30

            	
              ESOP
      Loan Account

            


    

     

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

     

     

    
      	
              1.31

            	
              ESOP
      Matching Account

            


    

     

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

     

     

    
      	
              1.32

            	
              ESOP
      Profit Sharing Account

            


    

     

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

     

     

    
      	
              1.33

            	
              ESOP
      Rollover Account

            


    

     

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

     

     

    
      	
              1.34

            	
              ESOP
      Stock Account

            


    

     

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

     

     

    
      	
              1.35

            	
              ESOP
      Transfer Account

            


    

     

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

       

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              1.36

            	
              Exempt
      Loan

            


    

     

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

     

     

    
      	
              1.37

            	
              FMV
      of Company Stock

            


    

     

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

     

     

    
      	
              1.38

            	
              Former
      Participant

            


    

     

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

     

     

    
      	
              1.39

            	
              Fund

            


    

     

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

     

     

    
      	
              1.40

            	
              HCE

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              for
      the preceding Plan Year:

            


    

     

    
      	
               
      

            	
              (A)

            	
              received
      Compensation from the employer in excess of $100,000 (as adjusted from
      time to time by the Commissioner for increases in the cost of living in
      accordance with Section 414(q)(1) of the Code);
  and

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              Reserved.

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              1.41

            	
              Hour
      of Service

            


    

     

    
      	
              (a)

            	
              The
      term “Hour of Service” means:

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              (b)

            	
              Hours
      of service shall be calculated and credited under this Section 1.38
      pursuant to Section 2530.200b-2 of the Department of Labor Regulations,
      incorporated herein by reference, and in accordance with the Family and
      Medical Leave Act of 1992 and regulations promulgated
      thereunder

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              1.42

            	
              Independent
      Appraiser

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.43           Investment
Fund

     

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

     

     

    
      	
              1.44

            	
              Limitation
      Year

            


    

     

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

     

     

    
      	
              1.45

            	
              Matching
      Account

            


    

     

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

     

     

    
      	
              1.46

            	
              Matching
      Contributions

            


    

     

    The term
“Matching Contributions” means amounts contributed by the Company on behalf of a
Participant under Sections 3.1 and 3.2.

     

     

    
      	
              1.47

            	
              MSP

            


    

     

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

     

     

    
      	
              1.48

            	
              Non-ESOP
      Accounts

            


    

     

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

     

     

    
      	
              1.49

            	
              Non-ESOP
      Component

            


    

     

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

     

     

    
      	
              1.50

            	
              Non-ESOP
      Loan Account

            


    

    
       

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

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
    

    
      	
              1.51

            	
              NHCE

            


    

     

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

     

     

    
      	
              1.52

            	
              Participant
      Loan

            


    

     

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

     

     

    
      	
              1.53

            	
              Participant

            


    

     

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

     

     

    
      	
              1.54

            	
              Pay
      Period; Pay Date

            


    

     

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

     

     

    
      	
              1.55

            	
              Period
      of Service

            


    

     

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

     

     

    
      	
              1.56

            	
              Period
      of Severance

            


    

     

    
      	
              (a)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              For
      purposes of this Section 1.56, an absence from work for maternity or
      paternity reasons means a cessation of active employment (and continuous
      absence from such employment)

            


    

     

    
      	
               
      

            	
              (1)

            	
              by
      reason of the pregnancy of the
individual,

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

     

    
      	
              1.57

            	
              Plan

            


    

     

    The word
“Plan” means the Appleton Papers Retirement Savings and Employee Stock Ownership
Plan, an amendment and restatement of the Appleton Papers Retirement Savings
Plan, effective as of January 1, 2001.

     

     

    
      	
              1.58

            	
              Plan
      Administrator

            


    

     

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

     

     

    
      	
              1.59

            	
              Plan
      Year

            


    

     

    The term
“Plan Year” means the calendar year.

     

     

    
      	
              1.60

            	
              Profit
      Sharing Account

            


    

     

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

     

     

    
      	
              1.61

            	
              Profit
      Sharing Contribution

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.62           Related
Company

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

     

    
      	
              1.63

            	
              Retirement

            


    

     

    The word
“Retirement” means the termination of employment of a Participant on or after
the first day of any month coinciding with or following the date such
Participant has attained the age of 55 years and has at least ten years of
employment service.

     

     

    
      	
              1.64

            	
              Rollover
      Account

            


    

     

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

     

     

    
      	
              1.65

            	
              Rollover
      Contribution

            


    

     

    The term
“Rollover Contribution” means all of the amounts contributed by an eligible
Employee in accordance with Section 3.7 of the Plan; provided that such amount
is an eligible rollover distribution as such term is defined in the Code and
applicable regulations.

     

     

    
      	
              1.66

            	
              Savings
      Percentage

            


    

     

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

     

     

    
      	
              1.67

            	
              Service

            


    

     

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

     

     

    
      	
              1.68

            	
              Suspense
      Account

            


    

     

    The term
“Suspense Account” means the account or accounts comprised of unallocated shares
of Company Stock maintained in accordance with Section 6.11 hereof.

     

     

    
      	
              1.69

            	
              Temporary
      Employee

            


    

     

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

     

     

    
      	
              1.70

            	
              Trust
      Agreement

            


    

     

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

     

     

    
      	
              1.71

            	
              Trustee

            


    

     

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

     

     

    
      	
              1.72

            	
              Valuation
      Date

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
2:  PARTICIPATION

     

     

    
      	
              2.1

            	
              Eligibility

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

     

    
      	
              2.2

            	
              Terms
      of Participation

            


    

     

    
      	
              (a)

            	
              Subject
      to the limitations set forth herein, an eligible Employee may become a
      Participant in the Plan by electing a Savings Percentage of any whole
      percentage of the Participant’s Covered Compensation in an amount not less
      than two percent (2%) nor more than fifteen percent (15%) of such Covered
      Compensation; provided that the Company may, in its sole discretion,
      increase the maximum percentage on a year-by-year basis to the extent
      permitted by law.  A Savings Percentage election shall be made
      in writing on a form prescribed and provided by the Plan Administrator,
      and shall include an agreement by the Employee to reduce his cash
      remuneration by an amount equal to such Savings Percentage.  In
      addition, all Employees who are eligible to make Elective Contributions
      under this Plan and who have attained age 50 before the close of the Plan
      Year shall be eligible to make catch-up contributions in accordance with,
      and subject to the limitations of, Section 414(v) of the
      Code.  Such catch-up contributions shall not be taken into
      account for purposes of the provisions of the Plan implementing the
      required limitations of Sections 402(g) and 415 of the
      Code.  The Plan shall not be treated as failing to satisfy the
      provisions of the Plan implementing the requirements of Section 401(k)(3),
      401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by
      reason of the making of such catch-up
  contributions.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              A
      Participant may change the percentage designation of his election as of
      any Pay Date, and may terminate his election at any time, provided that
      such Participant notifies the Plan Administrator in such form and at such
      time as the Plan Administrator may require, but in all events prior to the
      proposed effective date of such change or termination.  A
      termination shall take effect as soon as administratively practical after
      notification is received by the Company, but in no event later than 30
      days thereafter.  A Participant who so terminates his election
      may make a new election as provided in this Section
  2.2.

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

     

    
      	
              2.3

            	
              Transferred
      Employees

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (d)

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

            


    

     

     

    
      	
              2.4

            	
              Reemployment

            


    

     

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

     

     

    
      	
              2.5

            	
              Bargaining
      Unit Employees

            


    

     

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

     

     

    
      	
              2.6

            	
              Leased
      Employees

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.7

            	
              Adoption
      by Affiliate

            


    

     

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

     

    ARTICLE
3:  COMPANY CONTRIBUTIONS

     

     

    
      	
              3.1

            	
              Matching
      Contributions 

            


    

     

    
      	
              (a)

            	
              Amount of
      Contribution

            


    

     

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

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

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

     

    
      	
               
      

            	
              (2)

            	
              Bargaining
      Unit Employees (Appleton):

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

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

     

    
      	
               
      

            	
              (3)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (4)

            	
              Bargaining
      Unit Employees (employed at Roaring Spring and not receiving a
      contribution toward retiree medical) will receive a Matching Contribution,
      in addition to the contribution specified in Section 3.2(a)(2) above, of
      50% of the portion of the Participant’s Savings Percentage not in excess
      of 6% of Covered Compensation.  Such Matching Contribution shall
      be invested in either the ESOP Component or the Non-ESOP Component of the
      Plan in the same manner as the Participant’s Savings Percentage to which
      the Matching Contribution relates.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Bargaining
      Unit Employees (Harrisburg):

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

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

     

    
      	
               
      

            	
              (6)

            	
              Bargaining
      Unit Employees (Kansas City):

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

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

     

    
      	
              (b)

            	
              The
      Company may, by resolution of its Board of Directors and in its sole and
      absolute discretion, increase or decrease the percentage factors set forth
      above for a given Plan Year, and from year to year, based on profitability
      or such other reasons that it deems
appropriate

            


    

     

    
      	
              (c)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              3.2

            	
              Discretionary
      Profit Sharing Contribution

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              3.3

            	
              Time
      and Medium of Payment of Contributions; Allocation
  Rules

            


    

     

    
      	
              (a)

            	
              Elective
      Contributions

            


    

     

    
      	
               
      

            	
              (1)

            	
              Timing.  The
      Company shall pay Participants’ Elective Contributions over to the Trustee
      as soon as practicable.

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (b)

            	
              Matching
      Contributions

            


    

     

    
      	
               
      

            	
              (1)

            	
              Timing

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

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

            


    

     

    
      	
              (c)

            	
              Profit Sharing
      Contributions

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

     

    
      	
              3.4

            	
              Reinstatements

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.5           Contributions
Conditioned on Deductibility

     

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

     

     

    
      	
              3.6

            	
              Rollover
      Contributions

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              Direct
      rollovers from:

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (C)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              Participant
      contributions from:

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (C)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

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

            


    

     

     

    
      	
              3.7

            	
              Prohibited
      Allocations of Stock in an S
Corporation

            


    

     

    Notwithstanding
any Plan provision to the contrary, no portion of the Plan’s assets attributable
to (or allocable in lieu of) employer securities consisting of stock in an S
corporation shall, during a nonallocation year, accrue (or be allocated directly
or indirectly under any plan of the Company meeting the requirements of Section
401(a) of the Code) for the benefit of any disqualified person.  For
this purpose, the terms ‘nonallocation year’ and ‘disqualified person’ shall be
defined as set forth in Section 656 of the Economic Growth and Tax Relief
Reconciliation Act of 2001.

     

    ARTICLE
4:  VESTING

     

     

    
      	
              4.1

            	
              Fully
      Vested Accounts

            


    

     

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

     

     

    
      	
              4.2

            	
              Accounts
      Subject to Vesting Schedule

            


    

     

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

     

    
      	
              Service (In Years):

            	
              Vesting Percentage

            
	
              Less
      than one

            	
              0%

            
	
              One
      but less than two

            	
              20%

            
	
              Two
      but less than three

            	
              40%

            
	
              Three
      but less than Four

            	
              60%

            
	
              Four
      but less than five

            	
              80%

            
	
              Five
      or more

            	
              100%

            


    

     

    
      	
              4.3

            	
              Special
      Vesting Rules

            


    

     

     

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

     

    
      	
              (a)

            	
              Retirement;

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

            	
              Upon
      the complete discontinuance of employer contributions to the
      Plan;

            


    

     

    
      	
              (e)

            	
              Upon
      the complete termination of the Plan;
or

            


    

     

    
      	
              (f)

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

            


    

     

    ARTICLE
5:  LIMITATIONS ON CONTRIBUTIONS

     

     

    
      	
              5.1

            	
              Limitation
      on Elective Deferrals

            


    

     

    
      	
              (a)

            	
              Notwithstanding
      any other provision of the Plan to the contrary, Elective Deferrals made
      on behalf of a Participant in any calendar year under the Plan and all
      plans, contracts or arrangements maintained by the Company or any Related
      Company shall not exceed $15,000, as such amount may be adjusted in
      accordance with Code Section 402(g) and the regulations there under, the
      provisions of which are hereby incorporated by reference.  In
      the event that the limitation set forth in the preceding sentence is
      exceeded with respect to any Participant in any calendar year, the
      Participant shall be deemed to have notified the Committee of such excess
      amount (hereinafter referred to as “Excess Elective Deferrals”), and such
      Excess Elective Deferrals, increased by any income and decreased by any
      losses attributable thereto shall be distributed to the Participant no
      later than April 15 of the following calendar
  year.

            


    

     

    
      	
              (b)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

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

            


    

     

     

    
      	
              5.2

            	
              ADP
      Limitation

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

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

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              5.3

            	
              ACP
      Limitation

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

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

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              5.4

            	
              Maximum
      Limitations on Annual Additions

            


    

     

    
      	
              (a)

            	
              Notwithstanding
      any other provision of the Plan to the contrary, Annual Additions credited
      under the Plan and all other defined contribution plans maintained by the
      Company or an Affiliate with respect to each Participant for any
      Limitation Year shall not exceed the lesser
of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              $40,000,
      as adjusted from time to time by the Commissioner for increases in the
      cost of living in accordance with Code Section 415,
  or

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (b)

            	
              If
      the Annual Additions credited under the Plan with respect to a Participant
      for any Limitation Year exceed the limitations of Section 5.4(a) as a
      result of the allocation of forfeitures, a reasonable error in estimating
      the Participant’s Compensation, a reasonable error in determining the
      amount of Elective Deferrals that the Participant may contribute or any
      other circumstance permitted pursuant to the regulations and rulings
      promulgated under Code Section 415, then the Elective Contributions made
      by the Participant for the Limitation Year which constitute excess Annual
      Additions, and any income allocable thereto, shall be distributed to the
      Participant.  If, after such distribution, the Annual Additions
      with respect to the Participant for the Limitation Year still exceed the
      limitations set forth in Section 5.4(a) above, such excess amounts shall
      be used to reduce Company contributions for the Participant for the next
      Limitation Year (and succeeding Limitation Years, as necessary) if the
      Participant is covered by the Plan at the end of the Limitation
      Year.  If the Participant is not covered by the Plan as of the
      end of the Limitation Year, then the excess amounts shall be held
      unallocated in a suspense account for the Limitation Year and allocated
      and reallocated in the next Limitation Year to all of the remaining
      Participants, but only to the extent that such allocation or reallocation
      would not cause the Annual Additions to such Participants to violate the
      limitations of Code Section 415 for such Limitation Year.  If a
      suspense account is in existence at any time during a Limitation Year, all
      amounts in the suspense account must be allocated or reallocated before
      any Company contributions or Elective Contributions which would constitute
      Annual Additions may be made to the Plan for the Limitation Year (and
      succeeding Limitation Years, as necessary) in accordance with the rules
      set forth in Section 1.415-6(b)(6)(i) of the regulations under Section 415
      of the Code.  If a suspense account is in effect, it shall share
      in investment gains or losses.

            


    

     

    
      	
              (c)

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

              

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (d)

            	
              Reserved.

            


    

     

    
      	
              (e)

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

            


    

     

     

    
      	
              5.5

            	
              Deduction
      Limitation

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    ARTICLE
6:  THE FUND, INVESTMENTS, AND ACCOUNTING

     

     

    
      	
              6.1

            	
              Trust
      Fund

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              A
      contribution that is conditioned upon its deductibility under Section 404
      of the Code pursuant to Section 3.7 may be returned to the Company, to the
      extent that

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              the
      contribution is disallowed as a deduction, within one year after such
      disallowance.

            


    

     

     

    
      	
              6.2

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

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              each
      shall be diversified,

            


    

     

    
      	
               
      

            	
              (2)

            	
              each
      shall have materially different risk and return
      characteristics,

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

            	
              Participants
      shall designate the portion of their Savings Percentage to be invested in
      the ESOP Component or the Non-ESOP Component.  To the extent a
      Participant fails to make such a designation, he shall be deemed to have
      invested his Savings Percentage in the ESOP Component.  Further,
      if a Participant’s Savings Percentage (i) exceeds 6% of Covered
      Compensation and (ii) is invested partially under the ESOP Component of
      the Plan and partially under the Non-ESOP Component of the Plan, for
      purposes of determining the Matching Contribution to which the Participant
      is entitled under Section 3.2, contributions to the ESOP Component shall
      be counted first in determining the amount of the Participant’s
      contributions eligible to receive a Matching
  Contribution.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.3

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

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              A
      Participant who has no designation in effect under Section 6.3 shall be
      deemed to have allocated his entire Non-ESOP Accounts to the Fixed Income
      Fund.

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

     

    
      	
              6.4

            	
              Participants’
      Designation of Investment in Company
Stock

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (b)

            	
              Special
      One-Time Election:

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

     

    
      	
              6.5

            	
              Diversification
      of ESOP Accounts

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
              (b)

            	
              Additional Diversification
      Right

            


    

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	
              6.6

            	
              Reserved

            


    

     

     

    
      	
              6.7

            	
              Allocation
      and Crediting of Employer
Contributions

            


    

     

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

     

     

    
      	
              6.8

            	
              Valuation
      of Investment Funds and Adjustment of Non-ESOP
  Accounts

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.9

            	
              Adjustment
      of ESOP Accounts

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

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

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              (1)

            	
              has
      an ESOP Transfer Account,

            


    

     

    
      	
               
      

            	
              (2)

            	
              was
      at least age 55 on the Closing Date,
and

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (A)

            	
              retires,
      dies, or incurs a Disability; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              requests
      a lump sum distribution from his ESOP Transfer
  Account

            


    

     

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

     

     

    
      	
              6.10

            	
              Former
      Participants and Beneficiaries

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              6.11

            	
              Participant
      Loans

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              The
      following terms and conditions shall apply to Participant
      Loans:

            


    

     

    
      	
              For
      Participant Loan Amounts of:

            	
              The
      Maximum Participant Loan Value Available Is:

            	
              Participant
      Loans are Permitted Solely For:

            
	
              $1,000
      - $10,000

            	
              50%
      of the balance in the Plan Component (ESOP or Non-ESOP) from which the
      Participant Loan is requested.

            	
              No
      restrictions.

            
	
              $10,001
      - $25,000

            	
              50%
      of the balance in the Plan Component (ESOP or Non-ESOP) from which the
      Participant Loan is requested.

            	
              Payment
      of expenses described in Section
7.9(b).

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

    
      	
               
      

            	
              (6)

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

            


    

     

    
      	
               
      

            	
              (7)

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

            


    

     

    
      	
               
      

            	
              (8)

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

            


    

     

    
      	
               
      

            	
              (9)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (10)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

     

    
      	
              6.12

            	
              Exempt
      Loans

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

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

     

    
      	
              (b)

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

              

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (c)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

            	
              If
      shares of Company Stock acquired with the proceeds of an Exempt Loan by
      the Trust are not publicly traded within the meaning of Treasury
      Regulation Section 54.4975-7(b)(1)(iv) or, if publicly traded, are subject
      to a trading limitation (a “trading limitation” on a security is a
      restriction under any federal or state securities law, any regulation
      thereunder, or an agreement affecting the security which would make the
      security not as freely tradable as one not subject to such restriction),
      they shall be subject to a “put” option at the time of
      distribution.  The “put” option shall be exercisable by the
      Participant or Beneficiary, by the donees of either, or by a person
      (including an estate or its distribute) to whom the Company Stock passes
      by reason of the Participant’s or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Beneficiary’s
      death.  The “put” option shall provide that for a period of
      fifteen (15) months immediately following the date the shares are
      distributed to the holder of the option, the holder of the option shall
      have the right to cause the Company, by notifying it in writing, to
      purchase such shares at their fair market value, as determined by the
      Committee.  The period during which the “put” option is
      exercisable shall not include any period during which the holder is unable
      to exercise such “put” option because the Company is prohibited from
      honoring it by federal or state law.  The terms of payment for
      the purchase of such shares of Company Stock shall be set forth in the
      “put” option.  Such “put” option may provide that if a
      Participant or Beneficiary exercises the option, the Company, or the Plan
      if the Plan so elects, will repurchase the Company Stock in five (5)
      substantially equal annual payments, with the first such installment paid
      no later than thirty (30) days after exercise of the “put”
      option.  The Company or the Trust, as the case may be, shall pay
      a reasonable rate of interest and provide adequate security on amounts not
      paid after thirty (30) days.  The protections afforded
      Participants by Section 6.12(e) are
  non-terminable.

            


    

     

    


     

    ARTICLE
7:  DISTRIBUTION

     

     

    
      	
              7.1

            	
              Distribution
      Options for Participants who Retire or Incur a
  Disability

            


    

     

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

     

    
      	
              (a)

            	
              Non-ESOP
      Accounts

            


    

     

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

     

    
      	
               
      

            	
              (1)

            	
              payment
      in an immediate lump sum;

            


    

     

    
      	
               
      

            	
              (2)

            	
              payment
      in a deferred lump sum after Retirement or Disability;
  or

            


    

     

    
      	
               
      

            	
              (3)

            	
              payment
      in immediate or deferred annual installments over a term certain not to
      exceed 10 years.

            


    

     

    
      	
              (b)

            	
              ESOP
      Accounts

            


    

     

    
      	
               
      

            	
              Distributions
      following a Participant’s Disability or Retirement will be made in the
      distribution options described in paragraph (a) above as selected by the
      Participant in the form of whole and partial shares of Company Stock,
      subject to Section 7.4 below, provided, however, that such election shall
      be subject to the consent of the
ESOP

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Committee
      pursuant to its uniform, nondiscriminatory policy for processing
      distributions and loans from the ESOP
Component.

            


    

     

    
      	
              (c)

            	
              Additional
      Rules

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

     

    
      	
              7.2

            	
              Distribution
      Options Upon Death

            


    

     

    Upon the
death of a Participant prior to his Retirement or other termination of
employment with the Company or a Related Company, or upon the death of a Former
Participant prior to the complete distribution of his Combined Accounts, the
Participant’s Beneficiary may elect to have the Participant’s Combined Account,
distributed in accordance with Section 7.1 at any time that complies with the
requirements of Section 7.8.

     

     

    
      	
              7.3

            	
              Distribution
      Options Upon Termination of Employment/Permanent
  Layoff

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              Non-ESOP
      Accounts

            


    

     

    Except as
provided in Section 7.7, the entire vested amount to the credit of his Non-ESOP
Accounts shall be distributed in a lump sum as soon as practicable after
termination of employment.

     

    
      	
               
      

            	
              (2)

            	
              ESOP
      Accounts

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              7.4

            	
              Form
      of Distributions

            


    

     

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

     

     

    
      	
              7.5

            	
              Forfeitures

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              7.6

            	
              Amount
      of Distribution

            


    

     

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

     

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

     

     

    
      	
              7.7

            	
              Participant’s
      Right to Consent to Distributions

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              For
      the period commencing on the Date of Severance and ending on the date a
      Participant attains normal retirement age (determined in the same manner
      as the determination of whether a Participant has retired), if a
      Participant’s vested Combined Account balance is $5,000 or less as of a
      Valuation Date, the Participant will receive a distribution of the value
      of the entire vested portion of such Combined Account balance and the
      nonvested portion will be treated as a forfeiture; provided, however, that
      this provision shall not be used to accelerate the final installment
      payment(s) of a series of installment payments.  For this
      purpose, if the value of a Participant’s vested Combined Account balance
      is zero, the Participant shall be deemed to have received a distribution
      of such vested Combined Account balance immediately upon his Date of
      Severance.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

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

            


    

     

     

    
      	
              7.8

            	
              Time
      When Distributions Must Commence

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              The
      requirements of this Section 7.8(b) shall take precedence over any
      inconsistent provisions of the Plan.  All distributions required
      under this Section 7.8(b) shall be determined and made in accordance with
      Treasury Regulations under Code Section
      401(a)(9).  Notwithstanding the other provisions of this
      Section, distributions may be made under a designation made before January
      1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
      Responsibility Act (“TEFRA”) and the provisions of the Plan that relate
      (or did relate) to section 242(b)(2) of
TEFRA.

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Participant’s entire interest will be distributed, or begin to be
      distributed, to the Participant no later than the Participant’s required
      beginning date, as set forth in Section
  7.8(b)(6)(E).

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (C)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (D)

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

            


    

     

    
      	
               
      

            	
              (E)

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

            


    

     

    
      	
               
      

            	
              (3)

            	
              Unless
      the Participant’s interest is distributed in a single sum on or before the
      required beginning date, as of the first Distribution Calendar Year
      distributions will be made in accordance with Section 7.8(b)(4) and
      7.8(b)(5) of this Section 7.8(b).

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      quotient obtained by dividing the Participant’s Combined Account Balance
      by the distribution period in the “uniform lifetime table” set forth in
      Treasury Regulations Section 1.401(a)(9)-9, using the Participant’s age as
      of the Participant’s birthday in the Distribution Calendar Year;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Participant’s sole Designated Beneficiary for the Distribution
      Calendar Year is the Participant’s spouse, the quotient obtained by
      dividing the Participant’s Combined Account Balance by the number in the
      “joint and last survivor table” set forth in Treasury Regulations Section
      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.

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

    
      	
               
      

            	
              (A)

            	
              If
      the Participant dies on or after the date distributions begin and there is
      a Designated Beneficiary, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Participant’s death
      is

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              the
      quotient obtained by dividing the Participant’s Combined Account Balance
      by the longer of the remaining Life Expectancy of the Participant or the
      remaining Life Expectancy of the Participant’s Designated Beneficiary,
      determined as follows:

            


    

     

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

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

            	
              If
      the Participant’s surviving spouse is not the Participant’s sole
      Designated Beneficiary, the Designated Beneficiary’s remaining Life
      Expectancy is calculated using the age of the Designated Beneficiary in
      the year following the year of the Participant’s death, reduced by one for
      each subsequent year.

            


    

     

    
      	
               
      

            	
              (B)

            	
              If
      the Participant dies on or after the date distributions begin and there is
      no Designated Beneficiary as of September 30 of the year after the year of
      the Participant’s death, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Participant’s death
      is the quotient obtained by dividing the Participant’s Combined Account
      Balance by the Participant’s remaining Life Expectancy calculated using
      the age of the Participant in the year of death, reduced by one for each
      subsequent year.

            


    

     

    
      	
               
      

            	
              (C)

            	
              If
      the Participant dies before the date distributions begin and there is a
      Designated Beneficiary, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Participant’s death
      is the quotient obtained by dividing the Participant’s Combined Account
      Balance by the remaining Life Expectancy of the Participant’s Designated
      Beneficiary, determined as provided in Section
    7.8(b)(5)(A).

            


    

     

    
      	
               
      

            	
              (D)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (E)

            	
              If
      the Participant dies before the date distributions begin, the
      Participant’s spouse is the Participant’s sole Designated Beneficiary, and
      the surviving spouse dies before distributions are required to begin to
      the surviving spouse under Section 7.8(b)(2)(A), this Section 7.8(b)(5)(E)
      shall apply as if the surviving spouse were the
    Participant.

            


    

     

    
      	
               
      

            	
              (6)

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

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

            	
              Distribution
      Calendar Year.  A calendar year for which a minimum distribution
      is required.  For distribution calendar years beginning before
      the Participant’s death, the first distribution calendar year is the
      calendar year immediately preceding the calendar year which contains the
      Participant’s required beginning date.  For distributions
      beginning after the Participant’s death, the first distribution calendar
      year is the calendar in which distributions are required to begin under
      Section 7.8(b)(2).  The required minimum distribution for the
      Participant’s first distribution calendar year will be made on or before
      the Participant’s required beginning date.  The required minimum
      distribution for other distribution calendar years, including the required
      minimum distribution for the distribution calendar year in which the
      Participant’s required beginning date occurs, will be made on or before
      December 31 of the distribution calendar
year.

            


    

     

    
      	
               
      

            	
              (C)

            	
              Life
      Expectancy.  Life expectancy as computed by use of
      the

            


    

     

    
      	
               
      

            	
              “single
      life table” in Treasury Regulations Section
  1.401(a)(9)-9.

            


    

     

    
      	
               
      

            	
              (D)

            	
              Participant’s
      Combined Account Balance.  The Combined Account balance as of
      the last valuation date in the calendar year immediately preceding the
      Distribution Calendar Year (valuation calendar year) increased by the
      amount of any contributions made and allocated or forfeitures allocated to
      the Combined Account balance as of the dates in the valuation calendar
      year after the valuation date and decreased by distributions made in the
      valuation calendar year after the valuation date.  The Combined
      Account balance for the valuation calendar year includes any amounts
      rolled over or transferred to the Plan in the valuation calendar year or
      in the Distribution Calendar Year if distributed or transferred in the
      valuation calendar.

            


    

     

    
      	
               
      

            	
              (E)

            	
              Required
      Beginning Date.  April 1 of the calendar year next following the
      later of: (i) the calendar year in which the Participant attains age 701⁄2
      or (ii) the calendar year in which the Participant’s Date of Severance
      occurs

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (“Required
      Commencement Date”); provided, however, that the Required Commencement
      Date of a Participant who is a five-percent owner (as defined in Code
      Section 416) of the Company or a Related Company is the calendar year in
      which the Participant attains age
701⁄2.

            


    

     

     

    
      	
              7.9

            	
              Hardship

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (5)

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

            


    

     

    
      	
               
      

            	
              (6)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              (d)

            	
              Notwithstanding
      any provision of the Plan or any other plan maintained by the Company or a
      Related Company to the contrary, a Participant who receives a Hardship
      Distribution shall not:

            


    

     

    
      	
               
      

            	
              (1)

            	
              make
      Elective Contributions to the Plan and all other plans maintained by the
      Company or a Related Company for the Participant’s taxable year
      immediately following the taxable year of the Hardship Distribution in
      excess of the applicable limit under Code Section 402(g) for such next
      taxable year, less the amount of the Participant’s Elective Contributions
      for the taxable year of the Hardship Distribution;
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              be
      eligible to make any Elective Contributions or after-tax employee
      contributions to the Plan and all other plans maintained by the Company or
      a Related Company for a period of six months following the date of receipt
      of the Hardship Distribution, and shall enter into a legally enforceable,
      written agreement acknowledging same.  For this purpose, the
      term “all other plans” means all qualified and nonqualified plans of
      deferred compensation including, without limitation, stock option, stock
      purchase or similar plans and a cash or deferred arrangement that is part
      of a cafeteria plan (within the meaning of Section 125 of the Code), but
      excluding the mandatory employee contribution portion of a defined benefit
      plan and a health and welfare benefit plan, including such a plan that is
      part of a Code Section 125 cafeteria
plan.

            


    

     

    
      	
              (e)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              7.10

            	
              Inability
      to Locate Distributee

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              7.11

            	
              Restrictions
      on In-Service Distributions

            


    

     

    Notwithstanding
any other provision of this Plan, amounts held by the Trustee may not be
distributable to Participants earlier than upon Retirement, death, Disability,
separation from service, or hardship.

     

     

    
      	
              7.12

            	
              Direct
      Rollovers

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              Eligible
      Rollover Distribution.  An “Eligible Rollover Distribution” is
      any distribution of all or any portion of the balance to the credit of the
      Distributee, except that an Eligible Rollover Distribution does not
      include: any distribution that is one of a series of substantially equal
      periodic payments (not less frequently than annually) made for the life
      (or life expectancy) of the Distributee or the joint lives (or life
      expectancies) of the Distributee and the Distributee’s designated
      Beneficiary, or for a specified period of ten years or more; any
      distribution to the extent
      such distribution is required under Section 401(a)(9) of the Code;
      Hardship Distributions; and the portion of any distribution that is not
      includable in gross income (determined without regard to the exclusion for
      net unrealized appreciation with respect to employer
      securities).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
               
      

            	
              (2)

            	
              Eligible
      Retirement Plan.  An “Eligible Retirement Plan” is an individual
      retirement account described in Section 408(a) of the Code, an individual
      retirement annuity described in Section 408(b) of the Code, a qualified
      trust described in Section 401(a) of the Code, an annuity contract
      described in Section 403(b) of the Code and an eligible plan under Section
      457(b) of the Code which is maintained by a state, political subdivision
      of a state, or any agency or instrumentality of a state or political
      subdivision of a state and which agrees to separately account for amounts
      transferred into such plan from this Plan.  The definition of
      Eligible Retirement Plan shall also apply in the case of a distribution to
      a surviving spouse, or to a spouse or former spouse who is the alternate
      payee under a qualified domestic relation order, as defined in Section
      414(p) of the Code.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Distributee.  A
      “Distributee” includes an Employee or a former Employee.  In
      addition, the Employee’s or former Employee’s surviving spouse and the
      Employee’s or former Employee’s spouse who is the alternate payee under a
      qualified domestic relations order, as defined in Section 414(p) of the
      Code, are Distributees with regard to the interest of the spouse or former
      spouse.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Direct
      Rollover.  A “Direct Rollover” is a payment by the Plan to the
      Eligible Retirement Plan specified by the
  Distributee.

            


    

     

     

    
      	
              7.13

            	
              Qualified
      Domestic Relations Orders

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    ARTICLE
8:  ADMINISTRATION OF THE PLAN

     

     

    
      	
              8.1

            	
              Appointment
      of ESOP Committee

            


    

     

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              8.2

            	
              Named
      Fiduciaries

            


    

     

    
      	
              (a)

            	
              Named
      Fiduciaries under the Plan shall
be:

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              8.3

            	
              Allocation
      of Fiduciary and Other
Responsibilities

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

     

    
      	
              8.4

            	
              Quorum
      and Voting; Procedures

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              8.5

            	
              Service
      in Multiple Capacities

            


    

     

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

     

     

    
      	
              8.6

            	
              Powers
      and Authority

            


    

     

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

     

     

    
      	
              8.7

            	
              Powers
      of Plan Administrator

            


    

     

    
      	
              (a)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              8.8

            	
              Powers
      of Committee

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              8.9

            	
              Advisors

            


    

     

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

     

     

    
      	
              8.10

            	
              Powers
      Not Exclusive

            


    

     

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

     

     

    
      	
              8.11

            	
              Limitation
      of Liability; Indemnity

            


    

     

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

     

    ARTICLE
9:  AMENDMENT OF THE PLAN

     

     

    
      	
              9.1

            	
              Amendment

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (b)

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

            


    

     

    ARTICLE
10:  TERMINATION OF THE PLAN; MERGER

     

     

    
      	
              10.1

            	
              Termination

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              10.2

            	
              Plan
      Merger

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
11:  LIMITATION OF RIGHTS OF PARTICIPANTS, FORMER

     

    PARTICIPANT
& BENEFICIARIES

     

     

    
      	
              11.1

            	
              No
      Employment Rights

            


    

     

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

     

     

    
      	
              11.2

            	
              Spendthrift
      Clause

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              11.3

            	
              Incompetents

            


    

     

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

     

     

    
      	
              11.4

            	
              Minors

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.5           Doubt
as to Identity

     

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

     

     

    
      	
              11.6

            	
              Discharge
      of Liability

            


    

     

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

     

    ARTICLE
12:  TOP-HEAVY PROVISIONS

     

     

    
      	
              12.1

            	
              Application
      of Article 12

            


    

     

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

     

     

    
      	
              12.2

            	
              Top-Heavy
      Determination

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              12.3

            	
              Reserved

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              12.4

            	
              Minimum
      Contributions

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              3%,
      or

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

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

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

     

    
      	
              12.5

            	
              Reserved

            


    

     

     

    
      	
              12.6

            	
              Definitions

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              “Key
      Employee” means any individual considered as such under Section 416(i)(1)
      of the Code.

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Reserved.

            


    

     

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

     

     

    
      	
              13.1

            	
              Right
      of First Refusal

            


    

     

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

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      	
              13.2

            	
              Put
      Option

            


    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

    
      	
              13.3

            	
              Share
      Legend; Other Restrictions

            


    

     

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

     

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

     

     

    
      	
              13.4

            	
              Nonterminable
      Rights

            


    

     

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

     

    ARTICLE
14:  VOTING AND TENDERING OF STOCK

     

     

    
      	
              14.1

            	
              Voting
      of Company Stock

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

     

    
      	
              14.2

            	
              Tendering
      of Company Stock

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    ARTICLE
15:  MISCELLANEOUS

     

     

    
      	
              15.1

            	
              Severability

            


    

     

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

     

     

    
      	
              15.2

            	
              Captions

            


    

     

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

     

     

    
      	
              15.3

            	
              Construction

            


    

     

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

     

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

     

    *  *  *  *  *